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HomeMy WebLinkAboutRES-2015-029 Resolution providing final approval of terms and documents for 2015 County installment financing RES-2015-029 pff - � Q Resolution providing final approval of terms and documents for 2015 County installment financing WHEREAS-- The Board of Commissioners has previously determined to undertake the acquisition, construction and equipping of the public assets and improvements described on Exhibit A (collectively, the "Project"). In addition, the Board has determined to refinance certain County obligations, in particular (a) a 2006 installment financing contract secured by Carrboro High School and (b) a 2006 Certificates of Participation installment financing secured by Gravelly Hill Middle School, in order to achieve savings through lower interest rates. The Board has made a tentative determination to finance the Project costs and the refinancing costs by the use of an installment financing, as authorized under Section 160A-20 of the North Carolina General Statutes. The Board believes that a single installment financing would be in the County's best interest. This financing will include the use of limited obligation bonds, which will represent interests in the installment payments to be made by the County that can be sold to investors. The County staff has made available to the Board the draft documents listed on Exhibit B (the "Documents"), and a draft of an official statement designed to provide information about the County and the financing to prospective investors in the bonds. All of these items relate to the County's carrying out the financing plan. This resolution provides the County Board's final approval of the financing terms and the substantially final financing documents. BE IT THEREFORE RESOLVED by the Board of Commissioners of Orange County,North Carolina, as follows: 1. 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 of the two existing 2006 County installment financing obligations referenced in the preamble to this resolution(the "2006 Obligations") as the Finance Officer may determine. Under the financing plan, the County will receive funds to carry out the Project and complete the refinancing of the 2006 Obligations. The County will repay the funds over time, with interest. The County will secure its repayment obligation by granting a mortgage-like interest in the Gravelly Hill school property. 2. Approval of Documents; Direction To Execute Documents -- The Board approves the forms of the Documents submitted to this meeting. The Board authorizes the 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 that officer's approval of any changes. The Documents in final form, however, must provide for the principal amount of limited obligation bonds to not exceed $28,000,000, a true interest cost of the financing not to exceed 3.75%, and a financing term not to extend beyond December 31, 2035. 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 appoints Robert W. Baird & Co. to underwrite a public offering of the proposed limited obligation bonds. The Board approves the draft official statement submitted to this meeting as the form of the preliminary official statement pursuant to which the underwriter will offer the bonds 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 authorizes the use of the preliminary official statement and the final official statement (collectively, the "Official Statement") by the underwriter in connection with the sale of the bonds. 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. 4. Call of 2006 Certificates for Prepayment -- The Board authorizes the Finance Officer to make, on the County's behalf, an irrevocable call for redemption of such of the Certificates of Participation (Orange County Public Improvement Projects), Series 2006, as the Finance Officer 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 planned limited obligation bonds. S. Authorization To Refinance Obligations with Existing Lenders — The Board understands that it may be in the County's best interest to modify some or all of the 2006 Obligations through agreements 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 to take all appropriate action to carry out such modifications and refinancings with the existing lenders if the Finance Officer deems that option to be in the County's best interests. 6. Officers To Complete Closing — The County Manager, the Finance Officer and all other County officers and employees are authorized to take all proper steps to complete the financing in accordance with the terms of this resolution. The Board authorizes the County Manager to hold executed copies of all financing documents authorized by this resolution in escrow on the County's behalf until the conditions for their delivery have been completed to her satisfaction, and then to release the executed documents for delivery to the appropriate persons or organizations. 2 Without limiting the generality of the previous paragraphs, the Board specifically authorizes the County Manager (a) to approve and enter into, on behalf of the County, any additional agreements appropriate to carry out the financing plan contemplated by this resolution, including any relevant agreements for the appointment of the corporate trustee referenced in Exhibit B, and (b) to approve changes to any documents previously signed by County officers or employees, provided that such changes do not substantially alter the intent from that expressed in the form originally signed. The County Manager's authorization of the release of any document for delivery will constitute conclusive evidence of her approval of any changes. In addition, the County Manager and the Finance Officer are authorized to take all appropriate steps for the efficient and convenient carrying out of the County's on-going responsibilities with respect to the financing. This authorization includes, without limitation, contracting with third parties for reports and calculations that may be required under the Documents,this resolution or otherwise with respect to the bonds. 7. Miscellaneous Provisions -- All County officers and employees are authorized to take all further action as they may consider necessary or desirable in furtherance of the purposes of this resolution. In particular, the Clerk to this Board is directed to apply the County's seal to the final form Documents, and to attest to the application of the seal. All such prior actions of County officers and employees are ratified. Upon the unavailability or refusal to act of the County Manager, the Chair or the Finance Officer, any other of those officers may assume any responsibility or carry out any function assigned in this resolution. In addition, the Vice Chair or any Deputy or Assistant Clerk may carry out or exercise any rights or responsibilities assigned in this resolution to the Chair or the Clerk. All other Board proceedings, or parts of proceedings, in conflict with this resolution are repealed, to the extent of the conflict. This resolution takes effect immediately. NOW THEREFORE BE IT ORDAINED by the Board of Orange County Commissioners at this resolution is effective upon approval /Jupon motion of Commissioner , seconded by Commissioner the foregoing resolu n was adopted this the 19 day of May, 2015. 1, Donna S. Baker, Clerk to the Board of Commissioners for the County of Orange, North Carolina, DO HEREBY CERTIFY that the foregoing is a true copy of so much of the proceedings of said Board at a meeting held on May 19, 2015, as relates in any way to the adoption of the foregoing and that said proceedings are recorded in Minute Book No. of the minutes of said Board. WITNESS my hand and the seal of said County, the 0 day of ,2015. Donn aker 17 52 Clerk to the Board SEAL a �rt6 Cato 3 Exhibit A—Proiect Components Project Component Estimated Cost ($) Improvements to Cedar Grove Community 2,800,000 Center HVAC projects at various County facilities 360,000 Roofing projects at various County facilities 180,000 Information technology (including central 1,250,000 permitting software) Communications systems improvements, 125,000 especially for the Sheriff's department and emergency services systems Soccer.com soccer center—improvements and 125,000 land acquisitions Lands Legacy acquisitions 2,400,000 Efland water and sewer improvements 4,600,000 Sportsplex—pool mezzanine 950,000 Improvements for Eubanks Road solid waste 1,100,000 convenience center Vehicle replacements 760,000 In-car camera replacements for Sheriff's office 520,000 Board of Elections equipment 700,000 TOTAL 15,870,000 The County will use additional financing proceeds to pay financing costs. Exhibit B-- Draft Documents (a) A draft dated April 30, 2015, of an Installment Financing Contract to be dated on or about June 1, 2015 (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 obligation to repay the amounts advanced, and for the County's responsibilities for the use and care of the collateral. 5 (b) A draft dated April 30, 2015, of a Deed of Trust and Security Agreement to be dated on or about June 1, 2015, from the County to a deed of trust trustee for the Company's benefit, providing for a security interest in the Gravelly Hill Middle School property to secure the County's obligations under the Financing Contract. (c) A draft dated April 30, 2015, of a Trust Agreement to be dated on or about June 1, 2015, 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 dated April 30, 2015, of an Escrow Agreement to be dated on or about June 1, 2015, between the County and the Trustee, providing for the safekeeping and investment of bond proceeds until the proceeds can be applied to the payment of existing obligations. (e) A draft of a Bond Purchase Agreement to be dated on or about June 15, 2015, providing for the underwriter's obligation to purchase the bonds. The final form of this Agreement will set out the final principal amount, principal payment schedule and interest rates for the bonds, and the other terms and conditions for the underwriter's obligation to purchase the bonds. 6