The Henderson County Board of Commissioners reconvened the recessed regular meeting of November 1, 1999 at 10:30 a.m. on November 2, 1999 in the meeting room of the County Administration Building in Hendersonville, North Carolina.
Present were: Chairman Grady Hawkins, Vice-Chair Bill Moyer, Commissioner Renee Kumor, Commissioner Marilyn Gordon, and Commissioner Donald G. Ward. Also present was County Manager David E. Nicholson, Interim County Attorney Angela S. Beeker, Staff Attorney Jennifer Jackson, Finance Director J. Carey McLelland, Henderson County Sheriff George Erwin, and Clerk to the Board Elizabeth W. Corn.
Chairman Hawkins advised the Commissioners that the purpose of the meeting was to consider and take action on a Resolution approving an Installment Financing of Detention Facilities and the Sale of not more than $9,100,000 Certificates of Participation, Series 1999 (the AResolution@). Chairman Hawkins also stated that a purpose of the meeting was to discuss and award the construction bids for the Henderson County Detention Facilities Project (AProject@).
County Manager David E. Nicholson, distributed copies of the certified Bid Tabulation Sheet which reflects the bids received and opened on October 19, 1999 for the Project. A copy of said Bid Tabulation Sheet is attached to these minutes as Exhibit A. A recommendation from the Project Architect, Grier-Fripp, to award to the lowest responsive, responsible bidders was distributed. County Manager David E. Nicholson then reviewed an itemized listing of items to be deducted from the Project as originally specified.
Staff Attorney Jennifer Jackson presented four draft construction contracts, one for each of the lowest responsible, responsive bidders, each to be considered a prime contractor for the Project. The contracts include the standard AIA contract, plus the standard General Conditions and the County=s Supplementary General Conditions. The Staff Attorney reviewed the contracts and distributed a memorandum outlining changes to be made to the contracts. She recommended award of the bids to the following contractors with amounts not to exceed the following respectively:
General Contractor - Beam Construction Company $6,489,600.00
Electrical Contractor B Hayes and Lunsford Electrical Contractors $ 849,300.00
Plumbing Contractor B Bolton Incorporation $ 643,400.00
HVAC Contractor B Price & Price Mechanical, Inc. $ 509,000.00
Commissioner Kumor made the motion to:
(1) award the construction contracts with the amendments as recommended by Staff Attorney Jennifer Jackson subject to the condition that the Contractors be required to provide all required documentation, including but not limited to Certificates of Insurance and Payment and Performance Bonds, and comply with all other requirements of the Contracts; and
(2) authorize execution of the Construction Contracts with such changes, insertions, and omissions as may be approved by the Chairman or the Vice-Chairman.
Interim County Attorney Angela S. Beeker briefly reviewed the financing transaction for the Project and the documents listed in the Resolution with the Board.
Commissioner Moyer introduced the Resolution, a copy of which was submitted to the Board of County Commissioners at the meeting, and moved that it be adopted with such technical revisions as the Chairman or Vice Chairman and the County Manager deem advisable:
RESOLUTION APPROVING AN INSTALLMENT FINANCING OF DETENTION FACILITIES AND THE SALE OF NOT MORE THAN $9,100,000 CERTIFICATES OF PARTICIPATION, SERIES 1999 AND AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS IN CONNECTION THEREWITH
WHEREAS, there have been submitted to this meeting forms of the following (drafts dated October 26, 1999 except for items (4) and (5) which are dated November 1, 1999).
(1) Installment Financing Contract dated as of November 1, 1999 (the AContract@) between the Henderson County Governmental Financing Corporation (the ACorporation@) and the County of Henderson, North Carolina (the ACounty@);
(2) Deed of Trust and Security Agreement dated as of November 1, 1999 (the ADeed of Trust@) from the County to a Deed of Trust Trustee for the benefit of the Corporation;
(3) Indenture of Trust dated as of November 1, 1999 (the AIndenture@) between the Corporation and First-Citizens Bank & Trust Company, as Trustee (the ATrustee@);
(4) Preliminary Official Statement to be dated on or about November 9, 1999 (the APreliminary Official Statement@) relating to the offer and sale of Certificates of Participation, Series 1999 (the ACertificates@);
(5) Letter of Representation, to be dated on or about November 18, 1999, to be delivered by the County to BB&T Capital Markets, a division of Scott & Stringfellow, Inc. (the AUnderwriter@) and attached as Exhibit A to the Purchase Contract between the Corporation and the Underwriter; and
(6) First Amendment to Declaration of Easements dated as of November 1, 1999 (the AAmendment@) from the County.
WHEREAS, the Board of County Commissions duly conducted a public hearing on September 15, 1999 regarding the installment financing of (i) the acquisition, construction, installation and equipping of detention facilities (the AProject@) to be used by the County and (ii) the payment of certain costs incurred in connection with the execution and delivery of the Certificates; and
WHEREAS, by resolution adopted by the Board of County Commissioners on September 15, 1999, the installment financing of the Project was approved subject to further action of the Board of County Commissioners; and
WHEREAS, the North Carolina Local Government Commission approved the County=s application for approval of the Contract on October 5, 1999; and
WHEREAS, the Board of County Commissioners desires to approve the sale of Certificates pursuant to the Purchase Contract and to authorize the execution and delivery of the Contract, the Amendment, the Deed of Trust, the Preliminary Official Statement and the Letter of Representation and other documents in connection therewith;
NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the County of Henderson, North Carolina, as follows:
1. The Contract, in the form submitted to this meeting, is hereby approved, and the Chairman or Vice Chairman of the Board of County Commissioners and the Clerk to the Board of County Commissioners are hereby authorized and directed to execute and deliver the Contract on behalf of the County, with such changes, insertions or omissions as the Chairman or Vice Chairman may approve, and the Clerk is hereby authorized and directed to affix thereto and attest the seal of the County.
2. The Deed of Trust, in the form submitted to this meeting, is hereby approved, and the Chairman or Vice Chairman of the Board of County Commissioners and the Clerk to the Board of County Commissioners are hereby authorized and directed to execute and deliver the Deed of Trust on behalf of the County, with such changes, insertions or omissions as the Chairman or Vice Chairman may approve, and the Clerk is hereby authorized and directed to affix thereto and attest the seal of the County.
3. The Indenture, in the form submitted to this meeting, is hereby approved, with such changes, insertions or omissions as the Chairman or Vice Chairman may approve.
4. The Preliminary Official Statement and distribution and use thereof in connection with the public offering of the Certificates are hereby authorized and approved.
5. A final Official Statement to be dated the date of the sale of the Certificates in substantially the form of the Preliminary Official Statement, modified to reflect the results of the sale of the Certificates, and the use thereof in connection with the public offering and sale of the Certificates are hereby authorized and approved. The Chairman of the Board of County Commissioners is hereby authorized and directed to execute and deliver on behalf of the County a final Official Statement in substantially such form, with such changes, insertions and omissions as he may approve.
6. The Letter of Representation in the form submitted to this meeting is hereby approved, and the County Manager and the Director of Finance are each hereby authorized and directed to execute and deliver the Letter of Representation on behalf of the County with such changes, insertions or omissions as they may approve.
7. The Amendment, in the form submitted to this meeting, is hereby approved, and the Chairman or Vice Chairman of the board of County Commissioners and the Clerk to the Board of County Commissioners are hereby authorized and directed to execute and deliver the Amendment on behalf of the County, with such changes, insertions or omissions as the Chairman or Vice Chairman may approve, and the Clerk is hereby authorized and directed to affix thereto and attest the seal of the County.
8. Subject to the limitations set forth herein, the County Manager is hereby authorized to approve the terms of the Certificates, including but not limited to, the aggregate principal amount and the dates and amounts of maturities thereof, the redemption provisions thereof and the interest rates thereon; providing that (i) the principal amount of the Certificates shall not exceed $9,100,000, (ii) the final maturity date of the Certificates shall be no later than December 1, 2019 and (iii) the true interest cost and the effective interest rate thereof shall not exceed 5.92% and 6.05% respectively.
9. The Actions of the County Manager and the Director of Finance of the County in applying to various financial guaranty insurance companies for a commitment from one or more of such companies to issue its insurance policy ensuring timely payment of principal and interest with respect to the Certificates are hereby ratified, approved and confirmed. In connection with the execution and delivery of the Contract, the Deed of Trust, the Amendment and the Indenture (collectively, the AAgreements@), the Chairman and Vice Chairman are each authorized to approve any changes to the Agreements he deems in the County=s best interest as may be necessary or desirable to fulfill the terms of any such commitment.
10. The Chairman or the Vice Chairman of the Board of County Commissioners, the Clerk to the Board of County Commissioners, the County Manager, the Director of Finance of the County and the Interim County Attorney are each hereby authorized to take any and all such further action and to execute and deliver such other documents as may be necessary or advisable to carry out the intent of this Resolution and to effect the installment financing pursuant to the Contract.
11. The County hereby represents that (i) its obligation under the Contract and the Certificates are not private activity bonds as defined in the Internal Revenue Code of 1986, as amended (the ACode@) and (ii) the County, together with any subordinate entities of the County and any entities which issue obligations on behalf of the County, reasonably expects that it will not issue and designate in the aggregate more than $10,000,000 of tax-exempt obligations (other than private activity bonds which are not qualified 501(c)(3) obligations) during the current calendar year. In addition, the issuer hereby designates its obligations under the Contract and the Certificates as qualified tax-exempt obligations for the purposes of Section 265(b)(3) of the Code.
12. This Resolution shall become effective immediately upon its adoption.
Following a discussion of the Resolution, Commissioner Kumor seconded the motion and the Resolution was adopted by the following vote:
AYES: Chairman Grady Hawkins, Vice-Chair Bill Moyer, Commissioner Renee Kumor, Commissioner Marilyn Gordon, and Commissioner Donald G. Ward
Bill Byrnes reviewed the proposed plat which includes some revisions to the subdivision of the County=s property. Following some discussion, Commissioner Ward moved the approval of the plat as presented and the recording of the plat with any unsubstantial changes deemed necessary for the Project. All voted in favor and the motion carried.
The meeting was adjourned at 12:00 noon.
The Budget Workshop was deferred to November 29, 1999 at 3:00 PM to accommodate Chairman Hawkins= calendar. He reviewed the proposed agenda for the Budget Workshop. The agenda included a Budget Calendar for FY 2000-01 and a Budget Guidelines and Instruction Manual. Other items presented to the Commissioners for their review and consideration for the next meeting were:
C Report from the Joint School Facilities Committee
C Proposal from Robert S. Segal, CPA-Expense Reduction and Revenue Enhancement Consulting
C Economic Development Funds
C Funding for Sewer Projects
C Capital Improvements Program
<New Government Facility
C Report on Maintenance Projects
There being no further business before the Board, Chairman Hawkins adjourned the meeting at 12 noon.
GRADY HAWKINS, CHAIRMAN
HENDERSON COUNTY BOARD OF COMMISSIONERS
ELIZABETH W. CORN, CLERK TO THE BOARD