October 23, 2006 - 12:00 PM - County Board of Commissioners Meeting Minutes (Special)

10 670 Meeting of the Johnston County Board of Commissioners October 23 , 2006 12 00 noon The Johnston County Board of Commissioners met in special session Monday , October 23 , 2006 at 12 00 noon in the Commissioners Meeting Room , Johnston County Courthouse Annex , Smithfield , North Carolina The following members were present Present Cookie Pope , Chairman , Allen L Mims , Jr , Jeffrey P Carver , W Ray Woodall , DeVan Barbour and Tony Braswell Absent Wade M Stewart , Vice Chairman Also Present Rick J Hester , County Manager , April N Byrd , Clerk to the Board , John R Massey , Finance Officer , J Mark Payne , County Attorney and Deva C Holt , Deputy Clerk The Chairman called the meeting to order and the following business was transacted 1 Approval of Resolution to Refinance a 1999 Installment Financing Agreement Chairman Pope introduced the following resolution RESOLUTION RELATING TO REFINANCING OF INSTALLMENT CONTRACT FINANCING OF VARIOUS PUBLIC PROJECTS ; EXECUTION AND DELIVERY OF INSTALLMENT PAYMENT REVENUE BONDS AND VARIOUS OTHER DOCUMENTS RELATED THERETO WHEREAS , the County of Johnston , North Carolina the “ County ” has previously entered into an Installment Financing Agreement , dated as of August 1 , 1999 , with Johnston County Finance Corporation the “ Corporation ” , as heretofore amended by a First Amendment to Installment Financing Contract , dated as of January 1 , 2004 , between the County and the Corporation the “ 1999 Contract ” , in order to finance the construction and equipping of school facilities and the renovation of a museum building ; WHEREAS , in connection therewith , the Corporation issued its Installment Payment Revenue Bonds School and Museum Projects , Series 1999 the “ 1999 Bonds ” , pursuant to a Trust Agreement , dated as of August 1 , 1999 the “ 1999 Trust Agreement ” , between the Corporation and First - Citizens Bank & Trust Company , as trustee the “ Trustee ” , of which 15,900,000 is currently outstanding ; WHEREAS , the County has been advised that it can achieve savings by refinancing the principal component of its installment payment obligations corresponding to the Series 1999 Bonds maturing on and after August 1 , 2010 the “ Refunded 1999 Bonds ” ; WHEREAS , in furtherance of such refinancing , the Corporation will issue its Installment Payment Revenue Refunding Bonds School and Museum Projects , Series 2006 the “ 2006 Bonds ” in a maximum aggregate principal amount not exceeding 14,130,000 pursuant to the 1999 Trust Agreement , as supplemented by a Second Supplemental Trust Agreement , dated as of November 1 , 2006 the “ Second Supplemental Trust Agreement ” and , collectively with the 1999 Trust Agreement , the “ Trust Agreement ” , between the Corporation and the Trustee , to finance the refunding of the Refunded 1999 Bonds ; WHEREAS , in connection with the sale of the 2006 Bonds by the Corporation to AG Edwards & Sons , Inc the “ Underwriter ” , the County desires to make certain representations and warranties to the Underwriter in the form of a Letter of Representations from the County to the Underwriter to be dated on or about November 1 , 2006 the “ Letter of Representations ” ; WHEREAS , there has been described to the Board of Commissioners the following documents collectively , the “ Instruments ” , forms of which are on file in the office of the Clerk to the Board of Commissioners and are available to the Board of Commissioners , which the Board of Commissioners proposes to approve , enter into and deliver , as applicable to effectuate the proposed installment purchase financings a Amendment Number Two to the 1999 Contract , dated as of November 1 , 2006 between the City and the Corporation the “ Second Contract Amendment ” ; b the Second Supplemental Trust Agreement ; c the Letter of Representations ;Page671 October 23 , 2006 - 12 00 noon Continued d an Escrow Deposit Agreement , dated as of November 1 , 2006 , between the County and Wells Fargo Bank NA , as escrow agent , with respect to the Refunded 1999 Bonds ; WHEREAS , the Board of Commissioners proposes to approve the execution and delivery by the Corporation of the Contract of Purchase , dated on or about November 1 , 2006 between the Corporation and the Underwriter with respect to the 2006 Bonds the “ Purchase Contract ” ; WHEREAS , to make an offering and sale of the 2006 Bonds , there will be prepared a Preliminary Official Statement the “ Preliminary Official Statement ” and a final Official Statement collectively with the Preliminary Official Statement , the “ Official Statement ” with respect to the 2006 Bonds , which Official Statement will contain certain information regarding the County ; WHEREAS , it appears that each of the Instruments , the Purchase Contract and the Preliminary Official Statement is in an appropriate form and is an appropriate instrument for the purposes intended ; WHEREAS , the Board of Commissioners conducted a public hearing on May 1 , 2006 , to receive public comment on the proposed plan of refinancing ; WHEREAS , the County has filed an application to the LGC for approval of the Second Contract Amendment ; NOW , THEREFORE , BE IT RESOLVED by the Board of Commissioners , as follows Section 1 Ratification of Instruments All actions of the County , the County Manager , the Finance Officer , the Clerk to the Board of Commissioners , the County Attorney and their respective designees , whether previously or hereinafter taken , in effectuating the proposed financing are hereby approved , ratified and authorized pursuant to and in accordance with the transactions contemplated by the Instruments Section 2 Authorization of the Official Statement The form , terms and content of the Preliminary Official Statement are in all respects authorized , approved and confirmed , and the use of the Preliminary Official Statement by the Underwriter in connection with the sale of the 2006 Bonds is hereby in all respects authorized , approved and confirmed The County Manager and the Finance Officer of the County shall be and they hereby are authorized , empowered and directed to execute and deliver the Official Statement , including any and all necessary counterparts , in substantially the form and content of the Preliminary Official Statement presented to the Board of Commissioners , but with such changes , modifications , additions or deletions therein as shall to them seem necessary , desirable or appropriate , their execution thereof to constitute conclusive evidence of the County’s approval of any and all changes , modifications , additions or deletions therein from the form and contents presented to the Board of Commissioners Section 3 Authorization to Execute the Instruments The Board of Commissioners hereby approves the refunding of the Refunded 1999 Bonds in accordance with the terms of the Instruments The form and content of each Instrument shall be and the same hereby is in all respects authorized , approved and confirmed , and the Chairman or Vice - Chairman of the Board of Commissioners , the County Manager , the Finance Officer , the Clerk to the Board of Commissioners and their respective designees shall be and they hereby are authorized , empowered and directed to execute and deliver each Instrument , including necessary counterparts , in substantially the form and content presented to the Board of Commissioners , but with such changes , modifications , additions or deletions therein as shall to them seem necessary , desirable or appropriate , their execution thereof to constitute conclusive evidence of the County’s approval of any and all changes , modifications , additions or deletions therein from the form and content of each Instrument presented to the Board of Commissioners , and that from and after the execution and delivery of the Instruments , the Chairman or Vice - Chairman of the Board of Commissioners , the County Manager , the Finance Officer , the Clerk to the Board of Commissioners and their respective designees are hereby authorized , empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Instruments as executed Section 4 Letter of Representations ; Purchase Contract The form and content of the Purchase Contract is hereby in all respects approved , and the Chairman or Vice - Chairman of the Board of Commissioners and the County Manager are each hereby authorized to execute the Letter of Representations for the purposes stated therein Section 5 County Representatives The Chairman or Vice - Chairman of the Board of Commissioners , the County Manager , the Finance Officer and the Clerk to the Board of Commissioners is hereby designated asPage672 October 23 , 2006 - 12 00 noon Continued the County’s Representatives to act on behalf of the County in connection with the transactions contemplated by the Instruments , and each is authorized to proceed with the refunding of the Refunded 1999 Bonds in accordance with the terms of the Instruments and to seek opinions as to matters of law from the County Attorney , which the County Attorney is authorized to furnish on behalf of the County , and opinions of law from such other attorneys for all documents contemplated hereby Each of the County’s Representatives and or designee or designees are in all respects authorized on behalf of the County to supply all information pertaining to the County as purchaser under the Contract for use in the Official Statement and the transactions contemplated by the Instruments , and each is hereby authorized , empowered and directed to do any and all other acts and to execute any and all other documents , which they , in their discretion , deem necessary and appropriate to consummate the transactions contemplated by the Instruments or as they deem necessary or appropriate to implement and carry out the intent and purposes of this Resolution Section 6 This Resolution shall become effective immediately upon its adoption Upon motion of Commissioner W Ray Woodall , seconded by Commissioner Jeffrey P Carver , the foregoing resolution entitled “ RESOLUTION RELATING TO REFINANCING OF INSTALLMENT CONTRACT FINANCING OF VARIOUS PUBLIC PROJECTS ; EXECUTION AND DELIVERY OF INSTALLMENT PAYMENT REVENUE BONDS AND VARIOUS OTHER DOCUMENTS RELATED THERETO ” was adopted and passed by the following vote AYES Cookie Pope , Allen L Mims , Jr , W Ray Woodall , Jeffrey P Carver , DeVan Barbour , and Tony Braswell NAYES None NOT VOTING None There being no further business , Commissioner Jeffrey P Carver moved the Board adjourn Commissioner DeVan Barbour seconded the motion , which carried by unanimous vote ____________________________ Cookie Pope , Chairman ____________________________ April N Byrd , Clerk to the BoardPage