HomeMy WebLinkAboutAgenda - 10-18-2011 - 5j1
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: October 18, 2011
Action Agenda
Item No.
SUBJECT: Adoption of a Resolution for the Sale and a Final Bond Order Authorizing
General Obligation Refunding Bonds in the Maximum Amount of $47,000,000
to Refund Public Improvement Bonds Issued in 2004 and 2005 and Adoption
of a Resolution Regarding Publication of Bond Order
DEPARTMENT: Financial Services
PUBLIC HEARING: (Y/N) No
ATTACHMENT(S):
Resolution for the Sale of Up To
$47,000,000 Public Improvement
Refunding Bonds
Bond Order for Refunding Bonds
Resolution Regarding Publication of Bond
Order
INFORMATION CONTACT:
Frank Clifton, 919-245-2300
Clarence Grier, 919-245-2453
PURPOSE: To adopt a Resolution for the Sale and a Final Bond Order Authorizing General
Obligation Refunding Bonds in the Maximum Amount of $47,000,000 to Refund Public
Improvement Bonds Issued in 2004 and 2005 and to adopt a Resolution Regarding Publication
of Bond Order.
BACKGROUND: At its September 20, 2011 meeting, the Board of County Commissioners
authorized application to the Local Government Commission for approval to issue General
Obligation Refunding Bonds in an amount not to exceed $47 million, and authorized staff to
proceed with those actions necessary to proceed with the refunding. The Board adopted the
bond order to issue the bonds at the October 4, 2011 board meeting. The Bond Order will be
published on October 14, 2011.
Market rates have remained low, and the expected savings from refunding the 2004 and 2005
General Obligation Bonds are currently projected to be 4.07 %, which is higher than the 3
percent minimum required by the Local Government Commission to proceed with the sale. The
savings achieved will be positively or negatively impacted by future market changes. The Board
of County Commissioners must adopt a Resolution for the Sale of Refunding Bonds attached in
order to proceed with the sale.
FINANCIAL IMPACT: The financial impact of proceeding with the above actions is that the
County will possibly be able to achieve savings of future debt service cost. The total amount of
future savings will be determined as the County moves closer to the potential issuance of the
debt.
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RECOMMENDATION(S): The Manager recommends that the Board 1) adopt the Resolution
for the Sale and Final Bond Order Authorizing General Obligation Refunding Bonds in the
Maximum Amount of $47,000,000 to Refund Public Improvement Bonds Issued in 2004 and
2005; 2) adopt the Resolution Regarding Publication of Bond Order; and 3) authorize the Chair,
Manager and Clerk to the Board to sign the necessary final resolutions and related documents.
~~~- doll- ~~ t 3
RESOLUTION FOR THE SALE OF UP TO $47,000,000
PUBLIC IMPROVEMENT REFUNDING BONDS
WHEREAS --
The Board of Commissioners has previously authorized the issuance of up to $47,000,000
in County general obligation refunding bonds (the "Bonds") to refinance public improvement
bonds the County issued back in 2004 and 2005.
This resolution provides for the issuance of these Bonds and takes related action, such as
approving the form of the disclosure document that will be used in connection with the offering
and sale of the Bonds.
BE IT THEREFORE RESOLVED by the Board of Commissioners of Orange
County, North Carolina, as follows:
1. Determination To Sell Public Improvement Refunding Bonds -The County will
issue and sell up to the full $47,000,000 of the unissued public improvement refunding bonds for
their authorized purpose.
2. Payment Provisions. The Bonds will bear interest at the rates determined at the time
of their sale by the Local Government Commission (currently scheduled for October 25). The
principal of the Bonds will be payable in annual installments as the Finance Officer may
determine after consultation with the LGC, except that the final maturity for the Bonds must not
extend beyond December 31, 2025.
3. Pledge of Faith, Credit and Taxing Power -- The County's full faith and credit are
hereby irrevocably pledged for the payment of the principal of and interest on the Bonds. Unless
other funds are lawfully available and appropriated for timely payment of the Bonds, the Board
will levy and collect an annual ad valorem tax, without restriction as to rate or amount, on all
locally taxable property in the County sufficient to pay the principal of and interest on the Bonds
as the same become due.
4. Approval of Official Statement for Offering -There has been made available to
each member of the Board the form of an official statement (the "Official Statement") relating to
the Bonds, pursuant to which the Bonds will be offered for sale. The Official Statement remains
subject to completion and amendment.
The Official Statement is approved as the form of official statement pursuant to which the
Bonds will be offered for sale. The actions of the Finance Officer, in collaboration with the LGC,
in preparing the text of the Official Statement are ratified, approved and confirmed. The Board
approves the LGC's distribution of the Official Statement to prospective purchasers of the Bonds.
The Official Statement as so distributed must be in substantially the form presented to this
meeting, with such changes as the Finance Officer may approve.
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The Board acknowledges that it is the County's responsibility, and ultimately the Board's
responsibility, to ensure that the Official Statement in its final form neither contains an untrue
statement of a material fact nor omits to state a material fact required to be included therein for the
purpose for which such Official Statement is to be used or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading. By the
adoption of this resolution, the Board members approve the Official Statement as materially
correct and complete, and further acknowledge and accept their own responsibility for causing the
County to fulfill these responsibilities for the Official Statement.
S. Redemption Provisions -- The Bonds will be subject to redemption prior to maturity
(or not) upon such terms and conditions as the Finance Officer, upon advice from the LGC and
the County's financial advisor, may determine. The Finance Officer must execute a certificate
prior to the initial delivery of the Bonds designating redemption terms and conditions, and such
certificate will be conclusive evidence of the Finance Officer's approval and determination of
such terms and conditions.
6. Form of Bonds; Payment Details -- The Bonds will be designated "General
Obligation Refunding Bonds, Series 2011," and will be in substantially the form set out in Exhibit
A. The Bonds will be dated the date of their initial issuance, will be in fully registered form, in
denominations of $5,000 and integral multiples thereof, and will be numbered for identification
from R-1 upward.
The Bonds must be signed by the manual or facsimile signature of this Board's Chair or the
County Manager must be countersigned by the manual or facsimile signature of the Clerk to this
Board or any Deputy or Assistant Clerk, and the County's seal must be affixed thereto or a
facsimile thereof printed thereon. No Bond will be valid unless at least one of the signatures
appearing on such Bond (which may be the signature of the LGC's representative required by
law) is manually applied or until such Bond has been authenticated by the manual signature of an
authorized officer or employee of a bond registrar selected by the Finance Officer
Interest on each Bond will be payable semiannually (a) from its date, if it is authenticated
prior to the first interest payment date, or (b) otherwise from the interest payment date that is, or
immediately precedes, the date on which it is authenticated (unless payment of interest thereon is
in default, in which case such Bond will bear interest from the date to which interest has been
paid). Principal and interest will be payable in lawful money of the United States of America.
The Finance Officer must execute a certificate prior to the initial delivery of the Bonds
designating the final aggregate principal amount of the Bonds (up to the maximum authorized
amount of $47,000,000), the final principal payment schedule and the interest payment dates for
the Bonds. This certificate will be conclusive evidence of the Finance Officer's approval and
determination of such matters.
7. Finance Officer as Registrar; Payments to Registered Owners -- The Finance
Officer is appointed Registrar for the Bonds. As Registrar, the Finance Officer must maintain
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appropriate books and records of the ownership of the Bonds. The County will treat the registered
owner of each Bond as the person exclusively entitled to payment of principal, premium, if any,
and interest and the exercise of all rights and powers of the owner, except that interest payments
will be made to the person shown as owner on the registration books at the close of business on
the 15th day (whether or not a business day) of the month preceding each interest payment date.
8. Advertising Bonds for Sale -- The Finance Officer, in collaboration with the LGC,
is authorized and directed. to take all proper steps to advertise the Bonds for sale in accordance
with customary LGC procedures, including through the use of a "Notice of Sale" document in the
LGC's customary form and in substantially the same form as used for prior County bond sales.
The Finance Officer is authorized and directed to review and approve a form of Notice of Sale as
such officer may determine to be in the County's best interest.
9. LGC To Sell Bonds; Provisions for Delayed Sale - (a) The County asks the LGC to
sell the Bonds, to receive and evaluate bids and to award the Bonds on the basis of the best bid
received.
(b) If market conditions at the time of the proposed sale of the Bonds do not allow the
Bonds to be sold at interest rates and prices that make the refunding of all or any portion of the
prior bonds economical, as determined by the Finance Officer, the Finance Officer is authorized
to decline the sale of the Bonds, in whole or in part. The Finance Officer is further authorized to
provide for additional attempts to sell the Bonds, or any portion of the Bonds, if such officer
determines that market conditions have changed such that a successful sale of the Bonds (or any
portion) may be possible. The Finance Officer may provide for one or more additional sales until
January 31, 2012, without further advance approval from the Board. These additional sales may
make use of the previously-approved official statement, with the Finance Officer's approval, and
may proceed pursuant to such advertisement for sale as the Finance Officer may approve.
10. Completing Official Statement after Sale -- After bids have been received and the
LGC has awarded the Bonds to the successful purchaser, the Finance Officer is authorized and
directed to prepare, in collaboration with the LGC, a final Official Statement containing, among
such other matters as may be appropriate, information required pursuant to Rule 15c2-12 ("Rule
15c2-12") promulgated by the United States Securities and Exchange Commission under the
United States Securities Act of 1934, as amended. The County, together with the LGC, will
arrange for the delivery within seven business days of the date the Bonds are sold of a reasonable
number of copies of the final Official Statement to the successful bidder on the Bonds for delivery
to each potential investor requesting a copy of the final Official Statement and to each person to
whom such bidder and members of the bidding group initially sell the Bonds.
11. Finance Officer To Complete Bond Closing -After the sale of the Bonds, the
Finance Officer and all other County officers and employees are authorized and directed to take
all proper steps to have the Bonds prepared and executed in accordance with their terms and to
deliver the Bonds to the purchaser upon payment for the Bonds.
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The Finance Officer is authorized and directed to hold the executed Bonds, and any other
documents authorized or permitted by this resolution, in escrow on the County's behalf until the
conditions for the delivery of the Bonds and other documents have been completed to the Finance
Officer's satisfaction, and thereupon to release the executed Bonds and other 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 approve and enter into agreements to
carry out the refunding contemplated by this resolution, including agreements for the custody of
Bond proceeds and agreements for appropriate professional services, and (b) to approve changes
to any documents or closing certifications previously signed by County officers or employees,
provided that the Bonds must be in substantially the form approved by this resolution and that any
such changes must 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.
In addition, the Finance Officer is authorized and directed to take all appropriate steps for
the efficient and convenient carrying out of the County's on-going responsibilities with respect to
the Bonds. This authorization includes, without limitation, contracting with third parties for
reports and calculations that may be required under the Bonds, this resolution or otherwise with
respect to the Bonds.
12. Undertaking for Continuing Disclosure -- The County undertakes, for the benefit
of the beneficial owners of the Bonds, to provide continuing disclosure with respect to the Bonds
as described in Exhibit B.
The Board designates the Finance Officer as the County officer to be primarily responsible
for the County's compliance with its undertakings for continuing disclosure provided. for in this
resolution. The Finance Officer will provide for the filings and reports (including the reports of
material events) constituting the continuing disclosure provided for in this resolution.
13. Resolutions As To Tax Matters -- The County will not take or omit to take any
action the taking or omission of which will cause the Bonds to be "arbitrage bonds," within the
meaning of Section 148 of the "Code" (as defined below), or "private activity bonds" within the
meaning of Code Section 141, or otherwise cause interest on the Bonds to be includable in gross
income for federal income tax purposes. Without limiting the generality of the foregoing, the
County will comply with any Code provision that may require the County at any time to pay to the
United States any part of the earnings derived from the investment of the proceeds of the Bonds,
and the County will pay any such required rebate from its general funds. For this paragraph,
"Code" means the United States Internal Revenue Code of 1986, as amended, including
applicable Treasury regulations.
14. Book-Entry System for Bond Registration -- The Bonds will be issued by means
of a book-entry system, with one bond certificate for each maturity immobilized at The
Depository Trust Company, New York, New York ("DTC"), and not available for distribution to
the public. The book-entry system for registration will operate as described in the Official
Statement. Therefore, (a) the County will pay principal, premium, if any, and interest on the
Bonds to DTC or its nominee as registered owner of the Bonds, (b) the County will not be
responsible or liable for any transfer of payments to parties other than DTC or for maintaining,
supervising or reviewing the records maintained by DTC or any other person related to the Bonds,
and (c) the County will not mail redemption notices (or any other notices related to the Bonds) to
anyone other than DTC or its nominee so long as the book-entry system of registration with DTC
is in effect. The County may elect to discontinue the book-entry system with DTC by resolution of
this Board. The Finance Officer is authorized and directed to enter into any agreements such
officer deems appropriate to put into place and carry-out the book-entry system with DTC.
1 S. Call of Public Improvement Bonds for Redemption -The Board authorizes and
directs the Finance Officer to make, on the County's behalf, an irrevocable call for redemption of
such of the County's. Public Improvement Bonds, Series 2004A, 2004B, and 2005A, as the
Finance Officer (after consultation with the LGC) deems beneficial to the County. The Finance
Officer will make this call for redemption by the execution and delivery of an appropriate
certificate in connection with the original delivery of the Bonds.
16. 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 connection
with the furtherance of the purposes of this resolution. All such prior actions of County officers
and employees are ratified, approved and confirmed. Upon the absence, unavailability or refusal
to act of the Chair, the County Manager or the Finance Officer, any of such officers may assume
any responsibility or carry out any function assigned to another officer in this resolution. In
addition, upon the unavailability of the Chair or the Clerk, respectively, any of the rights or
responsibilities directed to such officers may be carried out or exercised by the Vice Chair or any
Deputy or Assistant Clerk. All other resolutions, or parts thereof, in conflict with this resolution
are repealed, to the extent of the conflict. This resolution takes effect immediately.
I certify as follows: that the foregoing resolution (which includes the attached Exhibits A
and B) was properly adopted at a meeting of the Board of Commissioners of Orange County,
North Carolina; that such meeting was properly called and held on October 18, 2011; that a
quorum was present and acting throughout such meeting; and that such resolution has not been
modified or amended, and remains in full effect as of today.
Dated this day of October, 2011.
[SEAL]
Donna S. Baker
Clerk, Board of Commissioners
Orange County, North Carolina
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EXHIBIT A -Form of Bonds
REGISTERED REGISTERED
Number R-X
UNITED STATES OF AMERICA
STATE OF NORTH CAROLINA
ORANGE COUNTY
General Obligation Refunding Bond, Series 2011
INTEREST RATE MATURITY
DATE
DATED DATE
CUSIP
February 1, November 15, 2011 684 609 X~~X
REGISTERED OWNER: *****CEDE & CO.*****
PRINCIPAL AMOUNT: **** THOUSAND DOLLARS
($ ,000)***
ORANGE COUNTY, NORTH CAROLINA (the "County"), for value received, promises
to pay to the registered owner hereof, or registered assigns or legal representative, the principal
amount stated above on the maturity date stated above, subject to prior redemption as described
herein, and to pay interest on this Bond semiannually on each February 1 and August 1, beginning
February 1, 2012, at the annual rate stated above. Interest is payable (a) from the dated date stated
above, if this Bond is authenticated prior to February 1, 2012, or (b) otherwise from the February
1 or August 1 that is, or immediately precedes, the date on which this Bond is authenticated
(unless payment of interest hereon is in default, in which case this Bond will bear interest from the
date to which interest has been paid). Principal, premium, if any, and interest are payable in lawful
money of the United States of America.
This Bond is one of an issue of the County's [$47,000,000] General Obligation Refunding
Bonds, Series 2011 (the "Bonds"), of like date and tenor, except as to number, denomination, rate
of interest, privilege of redemption and maturity. The Bonds are issued pursuant to a resolution
adopted by the County's governing Board of Commissioners on October 18, 2011, and the
Constitution and laws of the State of North Carolina, including the Local Government Bond Act.
The County's full faith and credit are pledged for the payment of principal of and interest
on this Bond.
The Bonds are issued by means of a book-entry system, with one bond certificate for each
maturity immobilized at The Depository Trust Company, New York, New York ("DTC"), and not
9
available for distribution to the public. Transfer of beneficial ownership interests in the Bonds in
the principal amount of $5,000 or any integral multiple thereof will be effected on the records of
DTC and its participants pursuant to rules and procedures established by DTC and its participants.
Principal and interest on the Bonds are payable by the County to DTC or its nominee as registered
owner of the Bonds. The County is not responsible or liable for such transfer of ownership or
payments or for maintaining, supervising or reviewing the records maintained by DTC, its
participants or persons acting through such participants.
Bonds maturing prior to February 1, 2022, are not subject to redemption prior to maturity.
Bonds maturing on February 1, 2022, and thereafter are redeemable, at the County's option, from
any moneys that may be made available for such purpose, in whole or in part on any date not
earlier than February 1, 2021, at a redemption price of 100% of the principal amount to be
redeemed, plus interest accrued to the redemption date, without premium.
If less than all of the Bonds stated to mature on different dates are called for redemption,
the Bonds to be redeemed will be selected in such manner as the County may determine. If less
than all of the Bonds of any one maturity are called for redemption, the particular Bonds or
portions of Bonds of such maturity to be redeemed will be selected by lot in such manner as the
County in its discretion may determine; provided, however, that the portion of each Bond to be
redeemed will be in the principal amount of $5,000 or some integral multiple thereof, and that, in
selecting Bonds for redemption, each Bond will be considered as representing that number of
Bonds which is obtained by dividing the principal amount of such Bond by $5,000.
Notwithstanding the foregoing, so long as a book-entry system with DTC is used for determining
beneficial ownership of Bonds, if less than all of the Bonds within a maturity are to be redeemed,
DTC and its participants will determine which of the Bonds within any such maturity are to be
redeemed. If a portion of a Bond is called for redemption, a new Bond in principal amount equal
to the unredeemed portion thereof will be issued to the registered owner upon the surrender
thereof.
The County will give notice of redemption by certified or registered mail to DTC or its
nominee as the registered owner of the Bonds. The County must mail such notice not more than
60 days and not less than 30 days prior to the date fixed for redemption. The County is not
responsible for sending notices of redemption to anyone other than DTC or its nominee.
If (a) DTC determines not to continue to act as securities depository for the Bonds or (b)
the County so elects, the County will discontinue the book-entry system with DTC. If the County
fails to identify another qualified securities depository to replace DTC, the County will deliver
replacement Bonds in the form of fully-registered certificates.
The County Finance Officer has been appointed Registrar for the Bonds. As Registrar, the
Finance Officer will maintain appropriate books and records indicating ownership of the Bonds.
The County will treat the registered owner of this Bond as the person exclusively entitled to
payment of principal and interest and the exercise of all other rights and powers of the owner,
except that interest payments will be made to the person shown as owner on the County's
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registration books at the close of business on the 15th day (whether or not a business day) of the
month preceding each interest payment date.
The County intends that North Carolina law will govern the terms of the Bonds.
All acts, conditions and things required by the Constitution and laws of the State of North
Carolina to happen, exist or be performed precedent to and in the issuance of this Bond have
happened, exist and have been performed, and the issue of Bonds of which this Bond is one,
together will all other indebtedness of the County, is within every debt and other limit prescribed
by the Constitution and laws of the State of North Carolina.
IN WITNESS WHEREOF, Orange County, North Carolina, has caused this Bond to
signed by its County Manager, to be countersigned by the Clerk to its Board of Commissioners, its
seal to be affixed hereto and this Bond to be dated November 15, 2011.
COUNTERSIGNED:
[Sample only - do not sign]
Clerk, Board of Commissioners
Orange County, North Carolina
The Bonds have been approved by
the North Carolina Local Government
Commission in accordance with the
Local Government Bond Act.
(SEAL)
[Sample only - do not si~nJ
County Manager
Orange County, North Carolina
[Sample only - do not sign]
T. Vance Holloman
Secretary, Local Government Commission
ii
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or type transferee's name and address, including zip code)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OR TRANSFEREE:
the within bond and all rights thereunder, hereby irrevocably constituting and appointing
Attorney, to transfer said bond on the books kept for the
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by a participant in the
Securities Transfer Agent Medallion
Program ("STAMP") or similar program
(Signature of Registered Owner)
NOTICE: The signature above
must correspond with the name of the
registered owner as it appears on the front
of this bond in every particular without
alteration or enlargement or any change
whatsoever.
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Exhibit B -- Undertaking for Continuing Disclosure
The County undertakes, for the benefit of the beneficial owners of the Bonds, to provide
the following items and information to the Municipal Securities Rulemaking Board (the
"MSRB"):
(a) by not later than seven months from the end of each of the County's fiscal years,
audited County financial statements for such fiscal year, if available, prepared in accordance with
Section 159-34 of the General Statutes of North Carolina, as it may be amended from time to
time, or any successor statute, or, if such audited financial statements are not available by seven
months from the end of any fiscal year, unaudited County financial statements for such fiscal year,
to be replaced subsequently by audited County financial statements to be delivered within 15 days
after such audited financial statements become available for distribution;
(b) by not later than seven months from the end of each of the County's fiscal years, (i)
the financial and statistical data as of a date not earlier than the end of the preceding fiscal year
(which data will be prepared at least annually, will specify the date as to which such information
was prepared and will be delivered with any subsequent material events notices specified in
subparagraph (c) below) for the type of information included under heading "The County -Debt
Information" and "- Tax Information" in the final Official Statement (excluding any information
on overlapping or underlying units), and (ii) the combined budget of the County for the current
fiscal year, to the extent such items are not included in the audited financial statements referred to
in (a) above;
(c) in a timely manner, not in excess of ten business days after the occurrence of the
event notice of any of the following events with respect to the Bonds:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on debt service reserves reflecting financial difficulties;
(4) unscheduled draws on any credit enhancements reflecting financial difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affecting the tax status of the Bonds;
(7) modifications to rights of the beneficial owners of the Bonds, if material;
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(8) calls for redemption of the Bonds (other than calls pursuant to sinking fund
redemption), if material, and tender offers;
(9) defeasances;
(10) release, substitution or sale of any property securing repayment of the Bonds;
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similar proceedings related to the County or
any other person or entity that may at any time become legally obligated to make payments on the
Bonds (collectively, the "Obligated Persons");
(13) the consummation of a merger, consolidation, or acquisition involving an Obligated
Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the
ordinary course of business, the entry into a definitive agreement to undertake such an action or
the termination of a definitive agreement relating to any such actions, other than pursuant to its
terms, if material; and
(14) Appointment of a successor or additional trustee or the change of name of a trustee,
if material; and
(d) in a timely manner, notice of a failure of the County to provide required annual
financial information described in (a) or (b) above on or before the date specified.
For the purposes of the event identified in subparagraph (12) above, the event is considered
to occur when any of the following occurs: the appointment of a receiver, fiscal agent or similar
officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other
proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the Obligated Person, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the Obligated Person.
If the County fails to comply with the undertaking described above, any beneficial owner
of the Bonds may take action to protect and enforce the rights of all beneficial owners with
respect to such undertaking, including an action for specific performance; provided, however, that
failure to comply with such undertaking will not be an event of default and will not result in any
acceleration of payment of the Bonds. All actions will be instituted, had and maintained in the
manner provided in this paragraph for the benefit of all beneficial owners of the Bonds.
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The County must provide the documents and other information referred to above to the
MSRB in an electronic format as prescribed by the MSRB and accompanied by identifying
information as prescribed by the MSRB.
The County may discharge its undertaking as set forth in this resolution by providing such
information in any manner that the United States Securities and Exchange Commission
subsequently authorizes in lieu of the manner described above.
The County reserves the right to modify from time to time the information to be provided
to the extent necessary or appropriate in the County's judgment, provided that:
(a) any such modification may only be made in connection with a change in
circumstances that arises from a change in legal requirements, change in law, or change in the
identity, nature, or status of the County;
(b) the information to be provided, as modified, would have complied with the
requirements of Rule 15c2-12 as of the date of the final Official Statement, after taking into
account any amendments or interpretations of Rule 15c2-12, as well as any changes in
circumstances; and
(c) any such modification does not materially impair the interests of the beneficial
owners, as determined either by parties unaffiliated with the.County or by the approving vote of
the registered owners of a majority in principal amount of the Bonds pursuant to the terms of the
bond resolution, as it may be amended from time to time, at the time of the amendment.
Any annual financial information containing modified operating data or financial
information will explain, in narrative form, the reasons for the modification and the impact of the
change in the type of operating data or financial information being provided.
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Bond Order for Refunding Bonds
BOND ORDER AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION
REFUNDING BONDS IN THE MAXIMUM AMOUNT OF $47,000,000 TO REFUND
PTTRT.T('' TMPRnVEMENT BONDS ISSUED IN 2004 AND 2005
WHEREAS -
Orange County, North Carolina (the "County"), has previously issued its General
Obligation Public Improvement Bonds with series designations 2004A, 2004B and 2005A
(together, the "Prior Bonds"), in the original aggregate principal amount of $54,325,000. The
County has determined that refinancing all or a portion of the outstanding balance of the Prior
Bonds could provide savings to the County.
The County has applied to the North Carolina Local Government Commission for its
approval of the issuance of County refunding bonds to carry out the refinancing of the Prior
Bonds. The LGC has accepted the County's application.
BE IT ORDERED by the Board of Commissioners of Orange County, North
Carolina, as follows:
1. There are hereby ordered to be issued general obligation refunding bonds of the
County to provide for the refinancing of all or a portion of the outstanding balance of the Prior
Bonds, including paying related financing costs and other necessary or incidental costs.
2. The maximum aggregate principal amount of the bonds issued for such purpose will
be $47,000,000.
3. Taxes will be levied in an amount sufficient to pay the principal of and interest on
the bonds so issued.
4. A sworn statement of debt prepared by the County's Finance Officer has been filed
with the Clerk to the Board of Commissioners and is available for public inspection.
5. This Bond Order takes effect immediately.
~.~~- poll- oqa
16
Resolution Re~ardin Publication of Bond Order
WHEREAS, there has been adopted at this meeting a bond order entitled as follows:
BOND ORDER AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION
REFUNDING BONDS IN THE MAXIMUM AMOUNT OF $47,000,000 TO REFUND
PiTRT.TC'. IMPROVEMENT BONDS ISSUED IN 2004 AND 2005
AND WHEREAS, the General Statutes require the publication of a notice to complete the
process of authorizing the bonds;-
BE IT THEREFORE RESOLVED by the Board of Commissioners of Orange County,
North Carolina, that the Clerk to this Board is authorized and directed to publish a notice of the
adoption of such Bond Order, in the form provided for in Section 159-58 of the General Statutes,
one time in a newspaper having general circulation in the County.
I certify that the foregoing resolution was properly adopted at a meeting of the Board of
Commissioners of Orange County, North Carolina, that was properly called and held on October
4, 2011, and that a quorum was present and acting throughout such meeting. Such resolution
remains in full effect as of today.
Dated this day of October, 2011.
[SEAL]
Donna S. Baker
Clerk, Board of Commissioners
Orange County, North Carolina
17
Orange County Refunding Bonds -- Notice of Adoption of Bond Order
The Board of Commissioners of Orange County has adopted the following bond order,
providing for the issuance of general obligation refunding bonds. Further information regarding
the bonds and the bond order appears at the end of this notice.
~ ~ ~ ~ ~ ~
BOND ORDER AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION
REFUNDING BONDS IN THE MAXIMUM AMOUNT OF $47,000,000 TO REFUND
PUBLIC IMPROVEMENT BONDS ISSUED IN 2004 AND 2005
WHEREAS -
Orange County, North Carolina (the "County"), has previously issued its General
Obligation Public Improvement Bonds with series designations 2004A, 2004B and 2005A
(together, the "Prior Bonds"), in the original aggregate principal amount of $54,325,000. The
County has determined that refinancing all or a portion of the outstanding balance of the Prior
Bonds could provide savings to the County.
The County has applied to the North Carolina Local Government Commission for its
approval of the issuance of County refunding bonds to carry out the refinancing of the Prior
Bonds. The LGC has accepted the County's application.
BE IT ORDERED by the Board of Commissioners of Orange County, North
Carolina, as follows:
1. There are hereby ordered to be issued general obligation refunding bonds of the
County to provide for the refinancing of all or a portion of the outstanding balance of the Prior
Bonds, including paying related financing costs and other necessary or incidental costs.
2. The maximum aggregate principal amount of the bonds issued for such purpose will
be $47,000,000.
3. Taxes will be levied in an amount sufficient to pay the principal of and interest on
the bonds so issued.
4. A sworn statement of debt prepared by the County's Finance Officer has been filed
with the Clerk to the Board of Commissioners and is available for public inspection.
5. This Bond Order takes effect immediately.
~ ~ ~ ~ * ~
18
The foregoing order was adopted by the Boar
October 4, 2011, and is hereby published this
proceeding questioning the validity of the order must
publication of this notice.
By order of the Board of Commissioners.
d of Commissioners of Orange County on
day of October, 2011. Any action or
be begun within 30 days after the date of
Donna S. Baker
Clerk, Board of Commissioners
Orange County, North Carolina