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HomeMy WebLinkAboutRES-2004-054 Resolution Providing Final Approval of Terms & Documents for County’s 2004 Installment Financing~ 5 ~ ~c~ c~ ~ ~- G S c,1 G~ Resolution Providing Final Approval of Terms and Documents For County's 2004 Installment Financing WFIEREAS: The Board of Commissioners of Orange. County, North Carolina, has previously determined to carry out a plan to finance certain public projects, as described on Exhibit A (the "Projects"), through the use of an installment financing including certificates of participation. The County's Finance Officer has presented to this meeting the draft documents listed on Exhibit B (the "Documents") and a draft dated June 7, 2004, of an official statement providing for the disclosure of information to prospective investors in the County's financing obligations. All of these items relate to the County's carrying out the financing plan. BE IT THEREFORE RESOLVED by the Board of Commissioners of Orange County, North Carolina, as follows: 1. abDetermination To Proceed with Projects -- The Board confirms its decision to carry out the financing plan for the Projects. This plan includes the County's acquiring the site of the proposed new high school from the Chapel Hill - Carrboro school board to facilitate the financing plan; the Board approves the County's acquisition of such property, and hereby directs the County Manager and the County Attorney to take all appropriate action toward that end. 2. abApproval of Documents; Direction To Execute Documents -- The Board approves the forms of the Documents submitted to this meeting. The Board authorizes and directs the Board's Chair and the County Manager, or either of them, to execute and deliver those Documents to which the County is a parry. The Documents in their respective final forms must be in substantially the forms presented, with such changes as the Chair or the County Manager may approve. The execution and delivery of any Document by an authorized County officer will be conclusive evidence of his approval of -any such changes. The Documents in final form, however, must provide for the amount financed by the County not to exceed $15,000,000 and for a financing term not to extend beyond December 31, 2025. 3. abApproval of Official Statement -The Board approves the draft official statement submitted to this meeting as the form of the preliminary official statement pursuant to which the Certificates (as defined in Exhibit B) will be offered for sale. The preliminary official statement as distributed to prospective investors must be in substantially the form presented, with such changes as the Finance Officer may approve. The Board also acknowledges that the form of the official statement distributed to prospective investors will include additional financial and other information concerning the County, in a form substantially similar to that to be included in the official statement in connection with the County's planned general obligation bonds, with such supplements and updates as the Finance Officer may approve and as may be appropriate under the circumstances at the time of sale. The Board directs the Finance Officer, after the sale of the Certificates, to complete and otherwise prepare the preliminary official statement as an official statement in final form. The Board authorizes and directs the Board's Chair to execute and deliver the fmal official statement in such form as he may approve upon the Finance Officer's recommendation. The Board authorizes and approves the use of the preliminary official statement and final official statement by Banc of America Securities LLP and Siebert Bradford Shank & Co., LLC, in connection with the sale of the Certificates. The Board acknowledges that it is the County's responsibility to ensure that the Official Statement, in its final form, is correct and complete in all material respects. By the adoption of this resolution, the Board members acknowledge their responsibility for causing the County to fulfill its responsibilities for the Official Statement. 4. Alternative Bank Placement Financing - The Board determines that it maybe in the County's best interest to undertake abank- placement installment financing to provide funds for a portion of the costs of the Project, in anticipation of, or in substitution for, the public offering of ~~ certificates of participation otherwise contemplated by this resolution. The Board authorizes and approves such a bank-placement installment financing. The Board authorizes and directs the Finance Officer (a) to solicit and accept a financing proposal as he may determine to be in the County's best interest, (b) to apply to the North Carolina Local Government Commission for its approval. of such a financing, and to take all appropriate action in connection therewith, (c) to approve the forms of financing documents for such a financing, (d) to approve the final financing terms, including the interest rate or rates for the financing (which may include variable rates), (e) to approve the collateral offered to secure the financing, and (f) otherwise to carry out such a financing under the terms and conditions of this resolution. The bank-placement financing, however, must provide (i) for an amount financed not to exceed $6.0 million, (ii) for a financing term not to exceed 15 years from closing, and (iii) for the use of financing documents substantially in forms previously used in some other North Carolina local government installment financings. The Board expects that any such bank- placement installment financing would be in addition to, and not a complete alternative to, the public offering of certificates of participation otherwise contemplated by this resolution. S. Finance Officer To Complete Closing -The Finance Officer and all other County officers and employees are authorized and directed to take all proper steps to complete the closings of the financings contemplated by this resolution. The Finance Officer is authorized and directed to hold any documents authorized or permitted by this resolution, once executed, in escrow on the County's behalf until the conditions for their delivery have been completed to the Finance Officer's satisfactiori, and thereupon to release the executed documents for delivery to the appropriate persons or organizations. Without `limiting the generality of the. foregoing, this authorization and direction is specifically extended to authorize the Finance Officer (a) to enter into such agreements or take such other actions as such officer may deem appropriate in connection with obtaining financial guaranty insurance related to the County's payment obligations, and (b) to approve changes to 3a any documents or closing certifications previously signed by County officers or employees, provided that the Documents will be in substantially the form approved by this resolution and that any such changes will not substantially alter the intent of such certificates from that expressed in the forms of such certificates as executed by such officers or employees. The Finance .Officer's authorization of the release of any such document for delivery will constitute conclusive evidence of such officer's approval of any such changes. 6. Reimbursement Declaration -The adoption of this resolution is intended as a declaration of the County's official intent to reimburse itself from financing proceeds for Project expenditures made prior to the closing date on the financing. Funds that have been advanced, or maybe advanced, from the County's General Fund, or any other fund, for costs of the Projects are intended to be reimbursed from the financing proceeds. 7. Miscellaneous Provisions -All County officers and employees are authorized and directed to take all such further action as they may consider necessary or desirable in furtherance of the purposes of this resolution. All such prior actions of County officers and .employees are ratified, approved and confirmed. In the Chair's absence, the Vice Chair or the County Manager may assume any responsibility or carry out any function assigned to the .Chair in this resolution. All other Board proceedings, or parts thereof, in conflict with this resolution are repealed, to the extent of the conflict. This resolution takes effect immediately. 33 Exhibit A -The Projects Acquisition and construction of a third high school for the Chapel Hill - Carrboro school system -- approximate amount $4,700,000 Additional school renovations, capital repairs and .other improvements for the Chapel Hill - Carrboro .school system -approximate amount $4,300,000 Construction of planned Senior Centers -approximate amount $2,150,000 Construction of one or more buildings for the planned Orange County campus of Durham Tech -approximate amount $3,000,000 Acquisition of conservation easements and .similar interests in land - approximate amount $500,000 3~ Exhibit B -- Draft Documents (a) abA draft dated June 3, 2004, of an Installment .Financing Contract (the "Financing Contract"), between the County and Orange County Public Facilities Company (the "Company), providing for the advance of funds to the County for the County's undertaking of the. Projects. (b) abA draft dated June 3, 2004, of a Deed of Trust and Security Agreement from the County to a deed of trust trustee for the .Company's benefit, providing for a security interest in the proposed new high school (and the associated land) to secure the County's obligations under the Financing Contract. (c) abA draft dated June 3, 2004, of a Trust Agreement between the Company and a Trustee, providing for the issuance of certificates of participation (the "Certificates") in the County's financing obligations to generate funds for the advance to the County under the Financing Contract (d) abA draft dated June 7, 2004, of a Contract of Purchase, providing for an underwriter's obligation to purchase the Certificates. The Contract for Purchase includes a Letter of Representation to be delivered by the County. (e) abA draft dated June 3, 2004, of a Lease, providing for the County to lease the new high school and its associated property back to the Chapel Hill - Carrboro school board (the "School Board"). (f) abA draft dated June 3, 2004, of an Agency Agreement, providing for the School Board to undertake the acquisition and construction of the new high school as the County's agent.