MINUTES
STATE
OF
The Henderson County
Board of Commissioners met for a special called meeting at 10:00 a.m. in the
Commissioners' Conference Room of the Henderson County Historic Courthouse.
Those present were: Chairman Bill Moyer, Vice-Chairman
Also present were: Deputy
Clerk to the Board Terry Wilson and Communications Officer Pam Brice.
CALL TO ORDER/WELCOME
Chairman Moyer called
the meeting to order and welcomed all in attendance. The Chairman of the Board
introduced the following bond order, the title of which was read and copies of
which had been previously distributed to the Board:
BOND ORDER AUTHORIZING THE ISSUANCE AND SALE BY THE COUNTY
OF A NOT TO EXCEED $12,155,000 COUNTY OF HENDERSON, NORTH CAROLINA, HOSPITAL
REVENUE REFUNDING BOND (MARGARET R. PARDEE MEMORIAL HOSPITAL PROJECT), SERIES
2008 AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN
CONNECTION THEREWITH
BE IT ORDERED by the
Board of Commissioners (the “Board”) of the County of
Section 1. The
Board does hereby find and determine as follows:
(a) The filing of an
application with the North Carolina Local Government Commission (the
“Commission”) requesting approval of the issuance of a not to exceed
$12,155,000 Hospital Revenue Refunding Bond (Margaret R. Pardee Memorial
Hospital Project), Series 2008 (the “Series 2008 Bond”) of the County for the
purpose of providing funds to refinance the cost of (i) construction,
renovation and expansion of a medical office building, an emergency room
facility and a parking garage, and (ii) the acquisition of equipment for those
and other improvements and additions to such hospital facilities (collectively,
the “Project”) through the refunding of the County’s outstanding Variable Rate
Hospital Revenue Bonds, Series 2001 (the “Series 2001 Bonds”), is hereby approved,
ratified and confirmed in all respects.
(b) The County, by
resolution, also requested the Commission to sell the Series 2008 Bond at
private sale without advertisement.
(c) The Commission has
approved the application of the County for the issuance of the Series 2008 Bond
in an aggregate amount not to exceed $12,155,000 in accordance with N.C.G.S.
159-86.
(d) The County has
determined to issue the Series 2008 Bond in an aggregate principal amount not
to exceed $12,155,000 for the purpose of providing funds, together with other
available funds, to (i) currently refund the Series 2001 Bonds and refinance
the costs of the Project through the issuance of the Series 2008 Bond, and (ii)
pay certain costs and expenses incurred in connection with the issuance of the
Series 2008 Bond.
(e) The County proposes to
sell the Series 2008 Bond to Branch Banking and Trust Company (the
“Purchaser”).
(f) There have been
presented to the County at this meeting copies of the following documents
relating to the issuance and sale of the Series 2008 Bond:
(1) Master Trust Indenture dated
as of September 1, 2001 (the “Master Trust Indenture”) between the County and
First-Citizens Bank & Trust Company as trustee (the “Trustee”); and
(2) A draft of the Second
Supplemental Trust Indenture dated as of June 1, 2008 between the County and
the Trustee (the “Second Supplemental Indenture”).
(g) The County has
determined that the issuance and sale of the Series 2008 Bond in the manner
provided in this Bond Order is in the best interests of the County.
Section
2. Capitalized words and terms
used in this Bond Order and not defined herein shall have the same meanings
given such words and terms in the Master Trust Indenture and the Second
Supplemental Indenture.
Section
3. Pursuant to the provisions of
The State and Local Government Revenue Bond Act, as amended (the “Act”),
particularly N.C.G.S. 159-88, the County hereby authorizes the issuance of the
Series 2008 Bond shall mature in annual installments at such times and in such
amounts as shall be set forth in the Second Supplemental Indenture, subject to
the provisions of this Bond Order and the Master Trust Indenture.
The Series 2008 Bond
shall be issued as a fixed rate, fully registered bond payable in interest
installments as set forth in the Second Supplemental Indenture.
Section
4. The Series 2008 Bond shall be
subject to optional redemption at the times, upon the terms and conditions, and
at the price as shall be set forth in the Second Supplemental Indenture.
Section
5. The proceeds of the Series 2008
Bond shall be applied as provided in the Second Supplemental Indenture.
Section
6. The Series 2008 Bond, together
with any additional Bonds hereafter issued pursuant to the provisions of the
Master Trust Indenture, shall be secured on a parity basis by a pledge, charge
and lien upon the Net Revenues of the Hospital System to the extent set forth
in the Master Trust Indenture. The Series 2008 Bond is additionally secured by
a pledge, charge and lien upon the funds in the Series 2008 Bond Fund to the
extent set forth in the Second Supplemental Indenture.
Section
7. The form, terms and conditions
of the Second Supplemental Indenture is hereby approved, and the Chairman and
Vice Chairman of the Board are hereby authorized to execute and directed to
deliver, or cause to be delivered, the Second Supplemental Indenture together
with such changes, additions and deletions as the Chairman and Vice-Chairman of
the Board, with the advice of counsel, may deem necessary and appropriate,
including, without limitation, changes, additions and deletions necessary to
incorporate the final terms of the Series 2008 Bond as set forth in the Second
Supplemental Indenture and to incorporate certain terms and provisions required
by the rating agencies, such execution and delivery to be conclusive evidence
of the approval and authorization in all respects of the form and content thereof
and the Clerk and the Deputy Clerk are hereby authorized to attest to the same.
Section
8. The Chairman and Vice Chairman
of the Board and the County Manager and the Finance Director of the County, or
any of them or their deputies, are authorized and directed (without limitation
except as may be expressly set forth in this Bond Order) to take such action
and to execute and deliver such certificates, agreements, instruments, opinions
or other documents as they, with the advice of counsel, may deem necessary or
appropriate to effect the transactions contemplated by this Bond Order, the
Master Trust Indenture and the Second Supplemental Indenture.
The officers of the
County and the agents and employees of the County are hereby authorized and
directed to do all acts and things required of them by the provisions of this
Bond Order, the Series 2008 Bond, the Master Trust Indenture and the Second
Supplemental Indenture for the full, punctual and complete performance of the
terms, covenants, provisions and agreements of the same.
Section
9. The issuance and private sale
without advertisement of the Series 2008 Bond is hereby approved subject to the
terms and conditions set forth in this Bond Order.
Section
10. This Bond Order shall take
effect immediately upon its passage.
Upon motion of Commissioner Bill
Moyer, seconded by Commissioner
Ayes: Commissioners Moyer, Messer, Young, McGrady, and Williams.
Noes: None.
ADJOURN
There
being no further business to come before the Board, Commissioner Messer made the motion to adjourn. All voted in favor and the motion carried.
Attest:
Elizabeth W. Corn, Clerk to the Board William L. Moyer, Chairman