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HomeMy WebLinkAboutRES-2012-024 Resolution Authorizing the Issuance of Limited Obligation Bonds to Finance CHCCS Elem #11, Other County Capital Projects & Refinance of Existing Obligations~~:5'-~aJ~~U~~ ~-~.1-~~ 8 a> Resolution Providing Final Approval of Terms and Documents for County's 2012 Installment Financing -- for Elementary School #11, for other Countv capital proiects and to refinance existing obligations WHEREAS-- The Orange County Board of Commissioners has previously determined to carry out the acquisition and construction of a new elementary school for the Chapel Hill - Carrboro school system, often referred to as "Elementary #11," and to finance the costs of this project by the use of an installment financing, as authorized under Section 160A- 20 of the North Carolina General Statutes. The Board has also determined to fund approximately $3,500,000 for additional County capital projects, including approximately $3.0 million for improvements to solid waste convenience centers and approximately $500,000 for the purchase of three ambulances. County staff has further advised the Board that because of generally low borrowing rates, the County may be able to save money by refinancing a variety of the County's existing installment financings. The Board believes a single installment financing for the new school, the additional County projects and to carry out refinancings would be in the County's best interest. This financing will include the use of limited obligation bonds, which represent interests in the installment payments to be made by the County. The County's Finance Officer has made available to this Board the draft documents listed on E~chibit A(the "Documents"), and a draft 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: l. Determination To Proceed with Financing -- The Board confirms its decision to carry out the proposed installment financing as described above. As part of this financing, the County will refinance such existing County installment financing obligations as the Finance Officer may determine. 2. Approval 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 party. 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 such officer's approval of any such changes. The Documents in final form, however, must provide for the principal amount of limited obligation bonds to not exceed $75,000,000 and a financing term not to extend beyond December 31, 2032. The collateral pledged to the repayment of the County's obligations under the Documents must include the property associated with the new elementary school and may include any portion, or all, of the collateral pledged to the repayment of obligations that are refinanced, as the Finance Officer may approve. The amount financed under the Documents may include amounts to pay financing expenses and other necessary and incidental costs. 3. Sale of Bonds; Approval of Official Statement - The Board approves and appoints BB&T Capital Markets (a division of Scott & Stringfellow, LLC) as the underwriter of the bonds. The Board approves the draft official statement submitted to this meeting as the form of the preliminary official statement pursuant to which the contemplated limited obligation bonds 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 directs the Finance Officer, after the sale of the bonds, to complete and otherwise prepare the preliminary official statement as an official statement in final form. 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. The Board authorizes and approves the use of the preliminary official statement and final official statement by the underwriters in connection with the sale of the bonds. 4. Authorization To Refinance Obligations with Existing Lenders - The Board understands that for certain of the County's outstanding installment financing obligations, it may be in the County's best interest to modify the existing agreements 2 with the current lenders, instead of refinancing those obligations through the issuance of the limited obligation bonds. The Finance Officer, and all other County officers and representatives, are authorized and directed to take all appropriate action to carry out such modifications and refinancings with the existing lenders. S. Authorization to County Manager and Finance Officer To Complete Closirtg - The County Manager, the Finance Officer and all other County officers and employees are authorized and directed to take all proper steps to complete the financing in accordance with the terms of this resolution. The Board authorizes and directs the Finance Officer to hold executed copies of all financing documents authorized or permitted by this resolution in escrow on the County's behalf until the conditions for their delivery have been completed to such officer's satisfaction, and thereupon to release the executed copies of such documents for delivery to the appropriate persons or organizations. Without limiting the generality of the foregoing, the Board specifically authorizes the Finance Officer (a) to approve any additional agreements appropriate to carry out the plan of financing contemplated by this resolution, including agreements for the custody or investment of financing proceeds, appointment of additional underwriters 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 such changes do not conflict with this resolution or substantially alter the intent from that expressed in the form originally signed. 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. 6. 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. Upon the absence, unavailability or refusal to act of the County Manager, the Board's Chair or the Finance Officer, any other of such officers may assume any responsibility or carry out any function assigned 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 Board proceedings, or parts thereof, in conflict with this resolution are repealed, to the extent of the conflict. This resolution takes effect immediately. 3 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~*~ Exhibit A -- Draft Documents (a) A draft dated January 30, 2012, of an Installment Financing Contract to be dated on or about April 1, 2012 (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 to pay project costs and to refinance existing County financing obligations, and further providing for the County's obligation to repay the amounts advanced. (b) A draft dated January 30, 2012, of a Deed of Trust and Security Agreement to be dated on or about April l, 2012, from the County to a deed of trust trustee for the Company's benefit, providing for a security interest in the new elementary school and, potentially, other County property to secure the County's obligations under the Financing Contract. (c) A draft dated January 30, 2012, of a Trust Agreement to be dated on or about April l, 2012, between the Company and a Trustee, providing for the issuance of limited obligation bonds to generate funds for the advance to the County under the Financing Contract. The bonds are payable from amounts paid by the County under the Financing Contract. (d) A draft of a Bond Purchase Agreement to be dated on or about March 29, 2012, providing for the underwriter's obligations to purchase the bonds. The Bond Purchase Agreement includes a Letter of Representation to be delivered by the County. The final form of this Agreement will set out the final principal amount, principal payment schedule and interest rates for the bonds. ~~~~~~~~~~~~~~~~* I certify as follows: that the foregoing resolution was properly adopted at a meeting of the Board of Commissioners of Orange County, North Carolina; that this meeting was properly called and held on February 21, 2012; that a quorum was present and acting throughout the meeting; and that this resolution has not been modified or amende d remains in full effect as of today. t4~~~e t ~~~~~~ ~ Z' day of February, 2012. ~ 52 17 Cl rk, Boar of Commissioners .~s~ Orange County, North Carolina `~°rth ~a`°~ , 4