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HomeMy WebLinkAboutRES-2014-043 Resolution for the Sale of General Obligation Refunding Bonds in the Maximum Amount of $15,500,000 � • / -7 RES-2014-043 !O Resolution for the Sale of General Obligation Refunding Bonds in the Maximum Amount of$15,500,000 WHEREAS-- Orange County has previously approved the issuance of general obligation refunding bonds (called the "Bonds" in this resolution) to refinance all or a portion of the County's outstanding General Obligation Refunding Bonds, Series 2005B (called the "Prior Bonds" in this resolution). Wells Fargo Bank, National Association ("Wells Fargo") has submitted a proposal for the purchase of the Bonds by Wells Fargo or by a wholly-owned subsidiary of Wells Fargo (in any case, the "Purchaser"). The County has determined to accept this proposal. BE IT RESOLVED by the Board of Commissioners of Orange County, North Carolina, as follows: 1. Determination To Sell Bonds -- The County will issue and sell the Bonds and use the proceeds to pay all or a portion of the outstanding balance of the Prior Bonds, along with other related costs. 2. Determination To Sell to the Purchaser - The County accepts the proposal for the purchase of the Bonds. The Bonds will be sold to the Purchaser pursuant to the terms of a proposal and a Forward Bond Purchase Agreement in substantially the forms of the drafts presented to this meeting. The Board approves the drafts presented. The Finance Director and the County Manager, or either of them, is authorized to sign and deliver the proposal and the Agreement in their respective final forms. The final forms may have such minor changes from the version presented as the signing officer may approve. The execution and delivery of the final form will be conclusive evidence of the signing officer's approval of the changes. The Agreement in its final form, however, must provide for the principal amount of the Bonds to not exceed $15,500,000, for a final maturity of the Bonds not beyond April 1, 2019 (which is the same final payment date as the Prior Bonds), and for a nominal interest rate on the Bonds not to exceed 2.50%. The County asks the North Carolina Local Government Commission (the "LGC") to sell the Bonds to the Purchaser at a private sale, substantially in accordance with the draft proposal, this resolution and the draft Forward Bond Purchase Agreement. 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 County 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. Form of Bonds -- The Bonds will take the form of a single fully-registered bond to be designated "General Obligation Refunding Bond, Series 2015." The Bond will be fully registered as to payment of principal and interest, and will be registered initially in the name of the Purchaser. This Bond will be dated the date of its initial delivery to the Purchaser and will be numbered R-1 for identification. The Bond will be substantially in the form set out in Exhibit A, with such changes as the officers signing the Bond may approve. The delivery of the Bond to the Purchaser will be conclusive evidence of such officers' approval of the final form of the Bond. The Bond must be signed by the manual or facsimile signature of the County Manager or the Board Chair. The County's seal must be affixed to the Bond (or a facsimile of the seal printed on the Bond) and attested by the manual or facsimile signature of the Clerk to this Board. No Bond will be valid unless at least one signature appearing on the Bond is manually applied; the manual signature may be the signature of an LGC official that is required by law to appear on the Bond. 5. Bond Payment Provisions — The final aggregate principal amount of Bonds to be issued and the principal and interest payment schedule for the Bonds will be as stated in the final Forward Bond Purchase Agreement. Principal and interest on the Bonds will be payable in lawful money of the United States of America by federal reserve wire transfer (or other transfer of immediately available funds) sent to the Bondholder on the payable date. Principal of the Bonds will not be subject to prepayment or redemption in advance of the stated principal installment payment dates. 6. Disbursement of Bond Proceeds — The Board directs the Finance Officer to determine, in consultation with the LGC, the procedures for the disbursement of the proceeds of the Bonds for the payment of the Prior Bonds and other costs. 7. Finance Officer as Registrar; Payments to Registered Owners -- (a) The Finance Officer is appointed Registrar for the Bonds. As Registrar, the Finance Officer must maintain appropriate books and records of the ownership of the Bonds. (b) The County will treat the registered owner of each Bond as the person exclusively entitled to payment of principal and interest and the exercise of all rights and powers of the owner, except that the County will make all payments to the person shown as owner on the registration books at the end of the calendar day on the 15th day 2 (whether or not a business day) of the month preceding each payment date. (c) The Bonds will contain appropriate restrictions on the transfer of the Bonds as may be provided for in the Forward Bond Purchase Agreement and the Bonds. 8. County Officers To Complete Closing - The Board directs the Finance Officer and all other County officers and employees 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. The Board authorizes the Finance Officer 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, the Board specifically authorizes the Finance Officer (a) to enter into such agreements or take such other actions as that officer may deem appropriate to provide for the refunding contemplated by this resolution (such as giving notice of redemption to the existing bondholders and providing for the custody of Bond proceeds pending their application to payment of the Prior Bonds), and (b) to approve changes to any documents, agreements or closing certifications previously signed by County officers or employees, subject to the provisions of this resolution and provided that any such changes do not substantially alter the intent from that expressed in the forms originally signed. The Finance Officer's authorization of the release of any document for delivery will constitute conclusive evidence of such officer's approval of any changes. In addition, the Finance Officer is authorized 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. 9. Covenants as to Tax Matters - The County will not take or omit to take any action the taking or omission of which will cause any portion of the Bonds to be "arbitrage bonds," within the meaning of Section 148 of the "Code" (as defined below), or a "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 the purposes of this resolution, "Code" means the United States Internal Revenue Code of 1986, as amended, 3 including applicable Treasury regulations. 10. Call of Prior Bonds for Redemption - The Board directs the Finance Officer, on the County's behalf, (a) to provide notice to the holders of the Prior Bonds of the pending prepayment of those Bonds, and (b) to make a final irrevocable call for redemption of the Prior Bonds in whole or in part 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. All prior actions to this end are ratified. 11. Publishing Bond Order --- The Board directs the Clerk to this Board to provide for the publication of a notice of the adoption of the Bond Order that authorizes the issuance of the Bonds. This notice must be in the form provided for in Section 159-58 of the General Statutes, and the notice is to be published one time in a newspaper having general circulation in the County. All prior actions to this end are ratified. 12. Miscellaneous Provisions -- All County officers and employees are authorized 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 representatives are ratified. 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 addition, the Vice Chair or any Deputy or Assistant Clerk may assume any responsibility or carry out any function assigned to the Chair or the Board Clerk, respectively, 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. 4 Exhibit A -- Form of Bond TRANSFER OF THIS BOND IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THIS BOND AND IN THE FORWARD BOND PURCHASE AGREEMENT DESCRIBED BELOW REGISTERED BOND NUMBER R-1 UNITED STATES OF AMERICA STATE OF NORTH CAROLINA ORANGE COUNTY General Obligation Refunding Bond, Series 2015 Dated Date Total Issue Amount CUSIP April 1, 2015 [$15,500,000] 684 609 XXX ORANGE COUNTY, NORTH CAROLINA (the "County"), for value received, promises to pay to Wells Fargo Municipal Capital Strategies, LLC its successors and registered assigns (the 'Bondholder"), the principal sum of [FIFTEEN MILLION FIVE HUNDRED THOUSAND] DOLLARS ([$15,500,000]) with principal payable in installments as follows: Date Amount April 1, 2016 $ xxxxxxx April 1, 2017 $ xxxxxxx 5 April 1, 2018 $ xxxxxxx April 1, 2019 $ xxxxxxx together with interest on the unpaid principal from the date of this Bond until payment at the annual rate of [2.50%], with interest payable semiannually on each April 1 and October 1, beginning October 1, 2015. The principal of this Bond may not be paid, prepaid or redeemed prior to maturity except on the dates and in the amounts set forth above. Interest will be calculated on the basis of a 360-day year consisting of twelve 30- day months. Principal and interest are payable in lawful money of the United States of America by federal reserve wire transfer (or other transfer of immediately available funds) sent to the Bondholder on the payment date. In all events, and notwithstanding any other provisions of this Bond, (1) all payments on this Bond will be applied first to interest accrued and unpaid to the payment date and then to principal, and (2) if not sooner paid, the entire principal of and interest on this Bond will be due and payable on April 1, 2019. This Bond is issued pursuant to a Bond Order and a Bond Resolution, each adopted by the County's governing Board of Commissioners on June 17, 2014, 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. This Bond is fully registered as to both principal and interest. Transfer of this Bond may be registered upon books maintained for that purpose by the County's Finance Officer, who has been appointed Registrar, at Orange County Government Services Center, 200 South Cameron Street, Hillsborough NC 27278, or such successor office as the Registrar may designate in writing to the Bondholder. The Registrar will not, however, register the transfer of any portion of the Bond to any person or entity other than a bank, an insurance company or a similar financial institution unless the North Carolina Local Government Commission has previously approved the transfer. This Bond may only be transferred and held in minimum denominations of$250,000 and integral multiples of$5,000 above the minimum. Transfer of this Bond is further subject to the restrictions set forth in the Forward Bond Purchase Agreement dated July , 2014, which provides for the issuance of this Bond. The Registrar will treat the registered owner of this Bond as the person exclusively entitled to payment of principal of and interest on this Bond and the exercise of all other 6 rights and powers of the owner, except that the County will make payments to the person shown as the registered owner at the end of the calendar day on the 15th day (whether or not a business day) of the month preceding the payment date. The County intends that North Carolina law will govern the interpretation of the terms of this Bond. 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, the County has caused this Bond to be signed by its County Manager, its seal to be affixed hereto and attested by the Clerk to its Board of Commissioners, and this Bond to be dated April 1, 2015. (SEAL) ATTEST: e _ coq ORANGE COUNTY, ORTH CAROLINA 17 52 Clerk, Board o Commission County Manager [[$15,500,0001 General Obligation Refunding Bond, Series 20151 CERTIFICATE OF LOCAL GOVERNMENT COMMISSION This Bond has been approved by the North Carolina Local Government Commission in accordance with the Local Government Bond Act. [Sample only- do not sign? T. Vance Holloman Secretary, Local Government Commission TRANSFER OF BOND Transfer of this Bond may be registered by the registered owner or its duly authorized attorney upon presentation to the Registrar, who will note the transfer in books kept by the Registrar for that purpose and in the registration blank below. Name of New Date of Re-registration Registered Owner Signature of Registrar [[$15,500,0001 General Obligation Refunding Bond, Series 20151 of Orange County, North Carolina] 8