MINUTES OF A MEETING OF THE MAYOR AND COUNCIL OF THE TOWN OF CHAPEL HILL, NORTH CAROLINA, TUESDAY, AUGUST 13, 1991 AT 12:00 NOON

Mayor Howes called the special meeting to order. Council Members in attendance were Julie Andresen, Joe Herzenberg, Nancy Preston, Alan Rimer, James C. Wallace and Roosevelt Wilkerson. Council Members Joyce Brown and Arthur Werner were absent excused. Also in attendance were Assistant to the Mayor Lisa Price, Town Manager Cal Horton, Assistant Town Manager Sonna Loewenthal, Finance Director James Baker and Town Attorney Ralph Karpinos.

Mayor Howes briefly reviewed the proposed items for consideration at the meeting. He solicited the Council's opinion on hearing speakers. Council Member Wallace suggested that the Council hear from two persons from each side, with a two minute limit per person, for a total of eight minutes. Mayor Howes inquired about persons wishing to speak. Ken Broun and Ken Jackson indicated that they wished to speak.

Town Manager Horton said that the Council's discussion of the proposal began in January, 1989. He stated that plans had been developed through a variety of meetings and hearings. Mr. Horton said that the proposed development would allow for commercial development on the public plaza in the future. He said that the Council in its early discussions had indicated a desire to have only parking revenues pay for the facility. Mr. Horton stated that parking revenue bond financing had been pursued as instructed by the Council. He noted that it had not been possible to obtain a satisfactory rating for such an arrangement. Mr. Horton stated that private placement and issuance of certificates of participation had been explored. Mr. Horton said that a negotiated private sale of parking bonds was being recommended. He briefly highlighted the advantages and disadvantages of private placement. Mr. Horton said that no pledge of revenues other than parking revenues would be necessary.

Mr. Horton said that a sale of the bonds on August 14th would result in stablizing construction bids and costs. He stated that it would be advantageous to have a parking system financed by a single set of bonds. Mr. Horton said that the Local Government Commission had granted authority to issue revenue bonds of $7,080,000. He stated that the key provisions of the bond order were outlined in the memorandum to the Council. He stated that the bonds were dated August, 1991. Mr. Horton said that the bonds could be advance refunded if necessary. He noted that there would be an annual audit of the project revenues. Mr. Horton said the series resolution authorized the Manager to execute an agreement with the bond underwriter to sell the bonds. He stated the Council could also award the construction contracts today if so desired. Mr. Horton said the staff was willing to explore any other options desired by the Council.

Council Member Andresen inquired how commercial activity would be attracted to the public plaza. She stressed that commercial activity would be an important portion of the project in the future. Mr. Horton said that it might be another year or two before it would be possible to proceed with an aggressive marketing approach to develop a strategy for economic development for the public plaza. He said that project design and related tradeoffs could be discussed at that time. Council Member Andresen stressed the importance of the Council's role in this regard. Mayor Howes inquired about the inclusion of commercial activity in the plaza. Mr. Horton responded that the necessary basic facilities were included in the project for this purpose. Council Member Andresen said it made sense to have the commercial elements in place to attract tenants in the near future.

Council Member Preston inquired about proposed parking rates. Mr. Horton said that a five cent rate increase was proposed when the facility was opened for business. Council Member Preston inquired about a scenario where parking revenues would be inadequate. Mr. Horton said that only a very competitive surplus parking situation could possibly jeopardize future parking revenues.

Council Member Wilkerson asked about the cost savings of retiring existing bonds. Finance Director Jim Baker said that approximately $10,000 would be saved. He said that bonds on lot number five would also be retired. Council Member Wilkerson inquired whether it was possible to refinance this package in the future. Mr. Horton said this was correct. Council Member Wilkerson said that additional debt service of $1.5 million would have a net present value of approximately $700,000.

Council Member Rimer asked if there had been any discussion of opening up the plaza along the alleyway. Mr. Horton said that the Town staff and architect had discussions with impacted persons concerning the service drive and alleyway, including issues such as utilities and dumpsters. Mr. Horton said that there would be some additional square footage available for construction in the area.

Ken Jackson said that the Downtown Commission, Downtown Association and Chamber of Commerce were valuable resources in supporting the proposed parking facility and in formulating plans and ideas for retail operations in the area. Mr. Jackson said that the Downtown Commission, Downtown Association and Chamber of Commerce stood ready to assist in the development of the alleyway adjoining the parking facility and plaza. Mr. Jackson said that a survey by Orville Campbell several years ago pinpointed the need for a variety of merchants in the downtown area. He stated that merchants desired to protect the downtown area. Mr. Jackson reemphasized that merchants were available as a resource in the downtown area.

Ken Broun said that poorly considered amendments ruined many proposals. He said that the Town had spent at least two years concerning the proposed parking facility. He said that the structure was the type needed in the Town. He said that the facility would help to vitalize the downtown area. Mr. Jackson said that the proposal was essential to the vitality of the downtown area.

Jim Webb said he started his career as an architect in the downtown area. Mr. Webb stressed the importance of a cost-benefit analysis for the parking facility. Mr. Webb said it was plausible to reduce the cost of the facility by up to twenty-five percent.

COUNCIL MEMBER HERZENBERG MOVED, SECONDED BY COUNCIL MEMBER PRESTON, TO

THE MOTION WAS ADOPTED UNANIMOUSLY (7-0).

Town Manager Horton briefly reviewed differences in the revised Resolution Number One before the Council.

COUNCIL MEMBER PRESTON MOVED, SECONDED BY COUNCIL MEMBER WALLACE, TO ADOPT RESOLUTION 1, AS REVISED.

Council Member Herzenberg noted that Council Member Brown had informed him that she would have voted against all of the motions if she had been in attendance, due to concerns about the continued reliance on private automobiles. Mayor Howes indicated that Council Member Werner would have voted in favor of the motion if he had been in attendance at the meeting.

RESOLUTION 1 AS REVISED WAS ADOPTED UNANIMOUSLY (7-0).

SERIES RESOLUTION OF TOWN OF CHAPEL HILL PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $7,080,000 PARKING REVENUE BONDS, SERIES 1991, FIXING THE MAXIMUM RATE OF INTEREST TO BE BORNE BY THE BONDS, PROVIDING FOR THE REFUNDING OF CERTAIN OUTSTANDING BONDS, DELEGATING CERTAIN AUTHORITY TO THE MAYOR, MANAGER AND FINANCE DIRECTOR IN CONNECTION WITH SUCH SALE AND REFUNDING, AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS AND NECESSARY ACTION IN CONNECTION THEREWITH AND RESCINDING THE SERIES RESOLUTION ADOPTED BY THE COUNCIL ON JUNE 10, 1991 (91-8-13/R-1 REVISED)

WHEREAS, there have been submitted to this meeting the following:

1. Bond Order authorizing the issuance and providing for the

securing of the Town's Parking Revenue Bonds, Series 1991

(the "Bonds").

2. Draft dated 8/1/91 of the Escrow Agreement between the Town and

Central Carolina Bank and Trust Company.

3. Draft dated 8/2/91 of the Escrow Agreement between the Town and First-Citizens Bank and Trust Company.

4. Draft dated 8/8/91 of Official Statement with respect to the Bonds.

5. Draft dated 8/2/91 of the Purchase Contract between the Town,

the Local Government Commission and Interstate/Johnson Lane

Corporation and J. Lee Peeler & Co., Inc.

WHEREAS, the Council desires to ratify certain actions of the Manager of the Town, to provide for the sale of the Town's Bonds, to fix the maximum interest rate to be borne by said Bonds, to establish the maturities of such Bonds, to delegate certain authority to the Mayor, the Manager and the Finance Director in connection with such sale, to authorize the execution and delivery of documents and the taking of other actions in connection therewith, to provide for the refunding of certain outstanding parking revenue bonds, to authorize the execution and delivery of documents and the taking of other actions in connection therewith and to rescind the series resolution adopted by the Council on June 10, 1991:

NOW, THEREFORE, BE IT RESOLVED, by the Council of the Town of Chapel Hill as follows:

1. The application by the Manager of the Town for approval of not exceeding $7,080,000 principal amount of the Town's bonds for

the purposes set forth in the Bond Order heretofore approved

by the Council, is hereby ratified and approved.

2. The Town shall issue a series of Bonds in the principal amount

not exceeding $7,080,000, the exact principal amount of the bonds to be set forth in an Issuance and Sale Certificate

hereinafter mentioned.

3. The Bonds shall be issuable as fully registered bonds in the

denomination of $100,000 each or any multiple of $5,000 in

excess thereof, shall be dated August 1, 1991 and shall bear

interest from the date thereof payable on each June 1 and

December 1.

4. The Mayor, the Manager and the Finance Director of the Town are hereby authorized and directed to determine certain details of the Bonds subject to the provisions of the Bond Order and this Series Resolution. Such determination shall be rendered by the execution and the filing of an Issuance and Sale Certificate among the official records of the Town which ceritificate shall contain the following additional details of the Bonds:

(a) the aggregate principal amount of the Bonds shall be set

forth in the Issuance and Sale Ceritificate and such

amount shall not exceed $7,080,000.

(b) the maturities of the Bonds shall be set forth in the

Issuance and Sale Certificate and shall be such maturities that, in combination with the interest rates and sinking fund requirements on the Bonds, result, to the extent practicable, in approximately level payments of principal and interest on the Bonds over a period of approximately 32 years.

(c) the interest rates on the Bonds shall be set forth in the

Issuance and Sale Certificate and such interest rate or

rates shall not result in the average coupon on the Bonds

exceeding 8.25%; no single interest rate shall exceed

8.25% per annum.

(d) the Bonds shall be stated to mature on December 1, 2013

and December 1, 2023, in the approximate amount of

$2,775,000 and $4,305,000, respectively, and shall be

subject to the sinking fund requirements set forth in the

Issuance and Sale Certificate.

All such determinations shall be conclusive and binding upon the Town.

5. The Bonds maturing on and after December 1, 2001 are subject to redemption by the Town on or after December 1, 2000 in whole on any date or in part on June 1 or December 1 at the following redemption prices (expressed as a percentage of the principal amount thereof) plus accrued interest to the date of redemption:

Period (both dates inclusive) Redemption Price

December 1, 2000 to 102%

November 30, 2001

December 1, 2001 to 101

November 30, 2002

December 1, 2002 and 100

thereafter

The term bonds are subject to redemption in the amounts equal to the sinking fund installments therefor, in each period set forth in the Issuance and Sale Certificate, upon notice as provided in Article III of the Bond Order, at the redemption price equal to the principal amount of each bond or portions thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premiums.

6. First-Citizens Bank and Trust Company, Raleigh, North Carolina is hereby named the Trustee under the Bond Order.

7. The proposal submitted by the Interstate/Johnson Lane Corporation and J. Lee Peeler & Co. set forth in the proposed Purchase Contract being presented at this meeting is hereby approved in the form presented and the Mayor and the Manager are each hereby in the name of and on behalf of the Town authorized to execute and deliver the Purchase Contract after the blanks therein have been completed evidencing the acceptance thereof by the Town, with such changes deletions, additions and insertions as either may approve by such signing, provided that the purchase price of the bonds shall not be less than 98% of the aggregate principal amount thereof plus accrued interest thereon to the date of delivery. The execution and delivery of the Purchase Contract, subject to the approval by the Local Government Commission and the award to Interstate/Johnson Lane Corporation and J. Lee Peeler & Co. by said Commission at said price and upon the terms and conditions set forth in the Purchase Contract, are hereby authorized and approved. Performance by the Town of its obligations contained in the Purchase Contract is hereby authorized and approved.

8. The Town hereby consents to the distribution and use by the Underwriters of the Official Statement substantially in the form presented to this meeting. The Mayor and the Manager are

each hereby authorized to permit the distribution of the final

Official Statement (consisting of the Official Statement in the form presented at this meeting with such changes, omissions, insertions and revisions as they deem advisable and made pursuant to the Purchase Contract), and to execute and deliver the final Official Statement to the Underwriters.

9. The Bonds, upon their execution by the Mayor and Town Clerk in the form and manner set forth in the Bond Order, shall be

authenticated by the Trustee and delivered to the Underwriters

upon payment of the purchase price therefor.

10. The Escrow Agreements are each hereby approved substantially

in the form presented at this meeting. The Mayor and Town

Clerk are each hereby in the name of and on behalf of the

Town authorized to execute and deliver the Escrow Agreements,

with such changes, deletions, additions and insertions as the

Mayor may approve by such signing. The Town specifically and

irrevocable elects to redeem all the outstanding parking

revenue bonds issued pursuant to the bond orders adopted by

Council on December 28, 1983 and February 11, 1985 in the

manner and as provided in the respective Escrow Agreements.

11. The Mayor, the Manager and the Finance Director are hereby

authorized to execute and deliver on behalf of the Town the

various certificates required in connection with the delivery of the Bonds and the redemption of the outstanding parking

revenue bonds and the various certificates and documents

required by Bond Counsel in order to for it to determine that

interest on the Bonds is exempt from taxation for Federal

income tax purposes (including a Rebate Compliance Agreement). The Mayor, the Manager and the Finance Director are hereby

authorized and directed to do all acts and things required to

carry out, give effect to and consummate the transactions

contemplated by the Bonds, the Bond Order, this Series Resolution, the Escrow Agreements, the Official Statement and

the Purchase Contract.

12. At the time of the delivery of the Bonds, the Finance Director shall transfer $100,000 from an available Town source to the

Project Fund created by the Bond Order.

13. The series resolution adopted by the Council on June 10, 1991 is hereby rescinded.

14. This Series Resolution shall take effect immediately upon its

passage.

This the 13th day of August, 1991.

Town Manager Horton briefly reviewed construction bids for the project.

Council Member Wilkerson said he was pleased to see twenty-three percent contract participation by minority and women-owned businesses.

COUNCIL MEMBER WILKERSON MOVED, SECONDED BY COUNCIL MEMBER PRESTON, TO ADOPT RESOLUTION 2. THE MOTION WAS ADOPTED UNANIMOUSLY (7-0).

A RESOLUTION ACCEPTING BIDS AND AWARDING CONTRACTS FOR THE ROSEMARY STREET PARKING FACILITY AND PUBLIC PLAZA (91-8-13/R-2)

WHEREAS, the Town of Chapel Hill has solicited formal bids by advertisement in the March 31, 1991 editions of The Chapel Hill Newspaper and The Raleigh News and Observer in accordance with

G.S. 143-128 for the Rosemary Street Parking Facility; and

WHEREAS, the following bids were received and opened on May 16:

GENERAL CONSTRUCTION CONTRACT

The general construction project was bid with several options that would allow the Town to choose alternates for the project and to make those choices with actual cost figures for each alternate. The alternates were as follows:

Base Bid Construction of Parking Deck

Alternate A-1 Magnolia Corner: All grading, landscaping,

concrete walks, retaining walls, etc.

Alternate A-2 Pavilions: All the work above the finished

plaza for the three steel structures and

metal roof.

Alternate A-3 Fountain: The fountain equipment support and

enclosure.

Alternate A-4 Public Toilets: The public toilets structure

above the storage room.

ALTERNATES

BASE

General Contractors BIDS A-1 A-2 A-3 A-4

Prime South $4,177,000 32,300 67,700 2,900 27,800 Lexington, SC

Donohue Construction 4,249,000 17,100 60,000 2,200 20,000

Raleigh, NC

Metric Const., Inc. 4,550,000 30,000 70,000 2,000 30,000

Raleigh, NC

Barnhill Contractors 4,659,900 19,692 57,397 4,162 29,464

Raleigh, NC

Abco Builders 4,993,000 49,000 50,000 8,500 42,000

Lithonia, GA

McDevitt & Street 5,069,000 30,292 77,948 2,731 48,769

Raleigh, NC

PLUMBING CONTRACTOR

Alternate P-1 Fountain: The fountain equipment, piping,

control wiring, etc.

Alternate P-2 Public Toilets: The plumbing piping,

fixtures, heating, etc.

ALTERNATES

Plumbing and BASE

HVAC Contractors BIDS P-1 P-2

Acme Plumbing $655,880 34,460 11,700

Durham, NC

Sparrow & Sons 667,665 32,688 13,000

Carrboro, NC

Brown Brothers 667,816 42,726 16,936

Durham, NC

Triangle Mechan. 685,000 1,000 41,477

Garner, NC

ELECTRICAL CONTRACTORS

Alternate E-1 Magnolia Corner: All pole and step lighting

as required for the landscaping work.

Alternate E-2 Pavilion: The electrical lighting and wiring

for pavilion structures.

Alternate E-3 Fountain: The electrical conduit, wiring,

disconnects, etc.

Alternate E-4 Public Toilets: The electrical lights,

conduit, wiring, etc.

ALTERNATES

BASE

Electrical Contractors BIDS E-1 E-2 E-3 E-4

Port City Electrical $526,000 2,500 3,700 850 3,100

Mooresville, NC

Vaughn Electric 742,168 2,000 2,500 75 150

Durham, NC

Watson Electric 743,000 3,000 3,400 850 1,300

Wilson, NC

NOW, THEREFORE, BE IT RESOLVED by the Council of the Town of Chapel Hill that the Town accepts the negotiated bids and award contracts for the general construction, mechanical/plumbing and electrical contracts for the construction of the Rosemary Street Parking Facility as follows, provided, that the award of these contracts is subject to execution of the necessary bond purchase agreement with the Town's bond underwriters.

General Construction - Prime South, Inc. $3,189,160.00

Plumbing/Mechanical - Acme Plumbing and Heating 550,340.00

Electrical - Port City Electric 417,643.00

Total Contract Costs $4,837,143.00

This the 13th day of August, 1991.

Mayor Howes said it was possible for reasonable people to disagree. He said that the project would bring the community something it badly wanted. He noted that the deck had been carefully planned and designed, even though it cost more money. Mayor Howes said the project would assist in continuing the economic vitality of the downtown area. He thanked the Council and staff for their work on the project.

Council Member Andresen thanked Council Member Wallace for his leadership on the parking facility project. Town Manager Horton noted that some minor items concerning the parking facility would be considered at the Council's August 26th regular meeting.

The meeting concluded at 12:50 p.m.