HomeMy WebLinkAboutAgenda - 03-02-2006-8bOSRBII Draft No. 31February 23, 2006
PRELIMINARY OFFICIAL STATEMENT DATID APRIL 4, 2006
Ratings: Nloody's:
New Issue Standard 3c Poor's: _
Full Book-Entry Fitch: _
(See "Ratings" herein)
In tlae opirriorr of S~recirrl Corrrrsel, render ~ristirrg Irnv arld srrbjeet to conditions described in the Section "LEGAL MATTERS - Trrx
Trerrtmertt„ " interest camponerrts of payrraerrtx so designated arrd rrtrule Zry tlae Coruity with respect to the 10I16_A Cer7i~crrtes (I) will not be included in gross
income for ferlerrrl income tax: presposes, (Z) wi1Z not be rm item of trrx preference_fot•pusposes of the,federal alternative ndninutrn income trrx imposed on
ZnrlZvir&eals and corporations, rmd {3) will be exempt_frorrr existing State of forth Carolina income taxation. Suc.Zr interest rmg~ be inclrerled in the
crrlculrrtior! o f a corporation's alterrraiive nrinirnum irrcorne tax, and rr holder of the ~006_A Certificates maybe subject to other ferler a1 tax corrseriuerlces as
described ir! flee Section "LEG_4L .i14TTERS -Tax Treatnaerat."
$[Amount]
Certificates of Participation
(Orange County Public Improvement Projects),
Series 2006A
in Certain Payments to Be Made
Under an Installment Financing Contract By
ORANGE COUNTY, NORTH CAROLINA
Dated: Date of Delivery
Due: April I, as shown below
The 2006A Certificates offered hereby will represent. proportionate and undivided interests in certain payments to be made by Orange County,
North Carolina (the "County'}, under an hrstallment Financing Contract dated as of April 1, 2006 (the "FPnancing Contract") between the County and Orange
County= Public Facilities Company {the "Conaparay"} relating to the financing of the construction, equipping and installation of a new middle school {the
"Middle School') and other public improvement projects, as described herein. No deficiency judgment can be obtained against the Comrty if proceeds
from any foreclosure sale of the Middle School and the mxlerlying real propertti~ following an event of default by the County under the Financing
Contract (togetlrer with other funds held by the trustee under a Trust Agreement, and available for such pw•pose) are insufficient to pay the 2006A
Certificates in full. Neither the 2006A Certificates nor the County's obligation to make payments under the Financing Contract sro•ill constitute a
pledge of the County's faith and credit or taxing power within the meaning of any constitutional provision. See "THE 2006A CERTIFICATES -
Secm•ity and Sources of Payment" herein.
Principal with respect to the 2006A Certificates will be payable on April 1 as shown below, and interest will be payable semiannually on each
October 1 and April I, commencing October 1, 2006, to The Depository Trust Company, New York, New York {"DTC"'), which will in turn remit such
payments to DTC participants far subsequent distribution to beneficial owners, as described herein.
Tlae 2006A Cert~hcaies will be subject to optiaral, mandatory and e.xtr-aom'inary przpa~maent, as described laereira.
NIATURTTY SCIiEDUI,Eft
Due Due
April 1 Amount Interest Rate Price or Yield April 1 Amount Interest Rate Price or Yield
$ __% Term Certificates Due April 1, -Yield
The 2006A Certificates are offered when, as and if delivered, subject to the approval of Sanford Holshouser LLP, Raleigh, North Carolina, Special
Counsel. Certain other matters will be passed upon for the County by Coleman, Gledhill, Hargraee and Peek, P.C., Hillsborough, North Carolina; for the
Company by its counsel, ;and for the Underwriters by Robinson, Bradshaw & Hinson, P.A., Charlotte, North Carolina.
Delivery of the 2006A Certificates is expected through DTC on ar about April 26, 2006.
Banc of America Securities LLC
[Siebert Brandford Shank & Co., LLC]
*Preliminary; s~r~jectto change.
April __, 2006
C-S83836v~F 13361.00022
IN CONNECTION u~'ITH THIS OFFERING, THE UNDERYt~RITERS IVIAI'
OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE 2006A CERTIFICATES OFFERED HEREBY AT A LEVEL
ABOVE THAT t~'HICH MIGHT OTHERt~'ISE PREVAIL IN THE OPEN 1VIARKET, AND
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No dealer, broker, salesman or other person has been authorized to give any information
or to make any representation other than as contained in this Official Statement, and, if given or
made, such other information or representation must not be relied upon. This Official Statement
does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any
sale of the 2006A Certificates by any person in any jurisdiction in which it is not lawful for such
person to make such offer, solicitation or sale. The Underwriters have provided the following
sentence for inclusion in the Official Statement. The Underwriters have reviewed the
information in this Official Statement in accordance with, and as part of, its responsibilities to
investors under the federal securities laws as applied to the facts and circumstances of this
transaction, but the Underwriters do not guarantee the accuracy or completeness of such
information.
All quotations from and summaries and explanations of laws and documents herein do
not purport to be complete, and reference is made to such laws and documents for full and
complete statements of their provisions. Any statements made in this Official Statement
involving estimates or matters of opinion, whether or not expressly so stated, are intended merely
as estimates or opinions and not as representations of fact. The information and expressions of
opinion herein are subject to change without notice, and neither the delivery of this Official
Statement nor any sale of the 2006A Certificates shall under any circumstances create any
implication that there has been no change in the affairs of the County since the date hereof.
NEITHER THE 2006A CERTIFICATES NOR THE TRUST AGREEMENT HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMI~ZISSION BY
REASON OF THE PROVISIONS OF SECTION 3(a)(2) OF THE SECURITIES ACT OF 1933,
AS AMENDED. THE REGISTRATION OR QUALIFICATION OF THE 200bA
CERTIFICATES AND THE TRUST AGREEMENT IN ACCORDANCE WITH APPLICABLE
PROt%ISIONS OF SECURITIES LAWS OF THE STATES IN WHICH THE 2006A
CERTIFICATES AND THE TRUST AGREEMENT HAVE BEEN REGISTERED OR
QUALIFIED, AND THE EXEMPTION FROI~•I REGISTRATION OR QUALIFICATION IN
OTHER STATES, SHALL NOT BE REGARDED AS A RECOMMENDATION THEREOF.
C'-883836v~1 13361.000''2
TABLE OF CONTENTS
Pale
INTRODUCTION ............................................................................................................. ............. 1
THE 2006A CERTIFICATES ........................................................................................... ............. 4
THE PLAN OF FINANCE ................................................................................................ ............. 7
ESTIMATED SOURCES AND USES OF FUNDS ......................................................... ............. 7
SECURITY AND SOURCES OF PAYMENT ................................................................. ............. 8
CERTAIN RISKS OF CERTIFICATE OWNERS ........................................................... ........... 10
AVAILABLE SOURCES FOR PAYMENT OF INST:~LLNIENT PAYII~IENTS ........... ........... 12
INSTALLMENT PAYMENT SCHEDULE ..................................................................... ........... 12
THE COMPANY ............................................................................................................... ........... 13
ORANGE COLINTY, NORTH CAROLINA .................................................................... ........... 13
SUMMARI' OF PRINCIPAL LEGAL DOCLIMENTS ................................................... ........... 3Q
LEGAL IVIATTERS ........................................................................................................... ........... 30
CONTINUING DISCLOSURE OBLIGATION ............................................................... ........... 31
NIISCELLANEOUS .......................................................................................................... ........... 33
APPENDIX A -COUNTY FINANCIAL STATEMENTS
APPENDIX B -SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
APPENDIX C -PROPOSED FORM OF SPECIAL COUNSEL'S OPINION
APPENDIX D -BOOK-ENTRY-ONLY" SYSTEM
C'-883836v~1 13361.000''2
$ [Amount]
Certificates of Participation
(Orange County Public Improvement Projects),
Series 2446A
in Certain Payments to Be Made
Under an Installment Financing Contract By
ORANGE COUNTY, NORTH CAROLINA
INTRODUCTION
The purpose of this Official Statement, which includes the cover page and the
appendices, is to provide certain information in connection with the execution, sale and delivery
of $[Amount]* Certificates of Participation (Orange County Public Improvement Projects),
Series 2006A (the "Certificates"), which will evidence proportionate and undivided interests in
rights to receive certain revenues, including payments from Orange County, North Carolina (the
"County"), pursuant to an Installment Financing Contract dated as of April 1, 2006 (the
"Financing Contract") between the County and Orange County Public Facilities Company (the
"Con2pany"). The 2006A Certificates will be delivered pursuant to a Trust Agreement dated as
of April 1, 2006 (the "Trust Agreement") between the Company and The Bank of New York, as
Trustee (the "T;wustee").
This introduction provides certain limited information to serve as a guide to this Official
Statement, and is expressly qualified by the Official Statement as a t~~hole. Prospective investors
should make a full review of the entire Official Statement, and of the documents summarized or
described herein. This Official Statement speaks only as of its date, and the information
contained herein is subject to change. Neither the delivery of the Official Statement nor of the
2006A Certificates shall under any circumstances create any implication that there has been no
change in the County's affairs since the date hereof.
The County
See "ORANGE COUNTY, NORTH CAROLINA" herein for certain information
regarding the County. The County's audited financial statements for the fiscal year ended
June 30, 2005 are included as Appendix A hereto.
*Preliminary; s~iUjectta change.
C'-883836v~1 13361.000''2
Purposes
The County is entering into the Financing Contract to obtain funds from the sale of the
2006A Certificates to pay the costs of the construction, equipping and installation of a ne«~
middle school (the "Middle School") and certain other public improvement projects, as described
herein under "THE PLAN OF FINANC:'E," and to pay certain costs incul•1•ed in connection with
the initial delivery and execution of the 2006 A Certificates. The Middle School will be leased to
The Orange County Board of Education (the "Board of Education") for school purposes for
nominal rent, but the Board of Education will have no responsibility for payment of any amounts
due with respect to the 2006A Certificates. See "THE PLAN OF FINANCE" and
"ESTINL~TED SOURCES AND USES OF FUNDS" herein.
The 2006A Certificates
The 2006A Certificates will be dated April 1, 2006. Interest with respect to the 2006A
Certificates will be payable from their date semiannually on each October 1 and April 1,
beginning October 1, 2006, at the rates set forth on the cover. Principal ri~ith respect to the
2006A Certificates will be payable, subject to prepayment as described herein, on April 1 in the
years and amounts set forth on the cover. See ``THE 2006A C"ERTIFICATES -General
Terms" herein.
Security
The 2006A Certificates will represent proportionate and undivided interests in certain
payments to be made by the County under the Financing Contract (as well as certain insurance
and condemnation proceeds and proceeds from the exercise of remedies, all as may arise under
the Financing Contract). The County's payments under the Financing Contract are designed to
be sufficient in time and amount to pay the principal of and interest on the 2O06A Certificates.
To secure the performance of its obligations under the Financing Contract, the County «7i11
execute and deliver to a deed of trust trustee (the "Deed of Trust Trustee") for the benefit of the
Company, a. Deed of Trust and Security Agreement dated as of April 1, 2006 {the "Deed of
Trust"}, granting a lien {subject to certain encumbrances permitted under the Deed of Trust) on
the Middle School, the underlying real property (the "Site"}, and all buildings, fixtures and
improvements on the Site (collectively, the "Mortgaged Property," which term shall include all
replacements and proceeds of such property and the Fixtures, as defined Belo«~). In addition, the
County will grant to the Deed of Trust Trustee a separate security interest in certain fixtures (the
"Fixtures"), all pursuant to the Deed of Trust and in each case including all replacements and
proceeds of such Fixtures. The County will not grant a security interest in any personal property
other than the Fixtures. The Company will assign all of its rights in the Deed of Trust to the
Trustee pursuant to the Trust Agreement. A release of all or part of the IVlortgaged Property
from the Deed of Trust lnay be permitted provided that certain conditions are met. See the
captions "SECURITY AND SOLJRCES OF PAYMENT -Release of Securty" herein and
"SUl~Il~L4RY OF PRINC:'IPAL LEGAL DOCUMENTS -The Deed of Trust -Releases;
Grants of Easements" in Appendix B hereto.
If the County fails to make payments under the Financing Contract sufficient to pay the
principal of and interest on the 2006A Certificates, the Trustee is authorized under the Financing
C-883836v4 13361.00022 2
Contract to direct the Deed of Trust Trustee to foreclose under the Deed of Trust, declare the
principal of and interest on the 2006A Certificates to be due and payable immediately, take
possession of the Mortgaged Property, attempt to dispose thereof and apply the net proceeds
received on account of any such disposition to the payment of amounts due under the 2006A
Certificates. NO ASSURANCE CAN BE GIVEN THAT SUCH NET PROCEEDS WILL BE
SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE 2006A
CERTIFICATES. In addition, Section 160A-20(f) of the General Statutes of North Carolina
provides that no deficiency judgment may be rendered against the County for breach of
any contractual obligation authorized by Section 160A-20, and that the taxing power of the
County may not be pledged directly or indirectly to secure any amounts due by the County
under the Contract. See Appendix B hereto, "SU1~~IMARY OF PRINCIPAL LEGAL
DOCUAZENTS -The Financing Contract -Defaults and Remedies under Financing
Contract" and "-County's Limited Obligation."
Additional Certificates
Under conditions set forth in the Trust Agreement and without the approval or consent of
the Owners of the 2006A Certificates, the Company may execute and deliver additional
certificates (the "Additional Certificates") secured by a lien on the Mortgaged Property on a
parity with the lien securing the 2006A Certificates to pay the costs (including financing costs)
of (1) completing, expanding or improving the Facilities (as described under "THE PLAN OF
FINANCE" herein), (2) refunding any 2006A Certificates or Additional Certificates, (3) paying
financing costs or establishing reserves in connection with the issuance of Additional
Certificates, (4) any other purpose allowed by law, including the acquisition and construction of
additional public facilities, «~~hether or not such facilities are related to the Financed Facilities, or
(5) any combination of those purposes.
Book-Entry-Only System
The 2006 A Certificates will be issued in book-entry-only form, without physical delivery
of certificates to the beneficial owners of the 2006A Certificates. Payments to beneficial owners
of the 2006A Certificates will be made by the Trustee through The Depository Trust Company
("DTC"), New York, New York, and its participants. See Appendix D hereto for more
information on the book-entry system.
Tax Treatment
In the opinion of Special Counsel, under existing law and subject to conditions described
herein under the caption "LEGAL NL4TTERS -Tax Treatment," interest components of
payments so designated and made by the County with respect to the 2006A Certificates (1) «~ill
not be included in gross income for federal income tax purposes, (2) will not be an item of tax
preference for purposes of the federal alternative minimum income tax imposed on individuals
and corporations, and (3) will be exempt from existing State of North Carolina income taxation.
Such interest may be included in the calculation of a corporation's alternative minimum income
tax, and a holder of the 2006A Certificates may be subject to other federal tax consequences as
described under "LEGAL MATTERS -Tax Treatment" herein.
C'-883836v~1 13361.000''2
Professionals
Banc of America Securities LLC, Charlotte, North Carolina, and Siebert Brandford
Shank & Co., LLC, «~'ashington, D. C., are serving as the Underwriters (the "Underwt~iter~s"}.
The Bank of New fork is serving as Trustee. Sanford Holshouser LLP, Raleigh, North
Carolina, is sel-~~ing as Special Counsel ("S~ecial Counsel"). Robinson, Bradshaw & Hinson,
P.A., Charlotte, North Carolina, is serving as counsel to the Underwriters. Coleman, Gledhill,
Hargrave and Peek, P.C., Hillsborough, North Carolina, is serving as County Attorney.
is serving as counsel to the Company.
Additional In forni a tion
During the initial offering period, copies of the principal financing documents can be
obtained from the Underwriters at Banc of America Securities, 214 North Tiyon Street,
Charlotte, North Carolina 28255. After the offering period, copies of such documents may be
obtained from the Trustee at The Bank of New York, 14161 Centurion Park«~ay, Jacksonville,
Florida 32256, Attention: Corporate Trust Department. All such copies will be provided at the
expense of the requesting party.
THE Za06A CERTIFICATES
Authorization
The 2446A Certificates will be delivered pursuant to the Trust Agreement. The 2446 A
Certificates will represent proportionate and undivided interests in certain amounts payable by
the County under the Financing Contract (as well as certain insurance and condemnation
proceeds and proceeds from the exercise of remedies, all as may arise under the Financing
Contract}.
The County is entering into the Financing Contract pursuant to the provisions of
Section 164A-24 of the North Carolina. The County's Board of Commissioners authorized the
County's entering into the Financing Contract and the Deed of Trust and the issuance of the
2446A Certificates by a resolution adopted on March 2, 2446.
In addition, the County's entering into the Financing Contract received the required
approval of the North Carolina Local Government Conmlission (the "LGC"} on April 4, 2446.
The LGC is a division of the State Treasurer's office and is charged with general oversight of
local government finance in North Carolina. Its approval is required for most bond issues and
other local government financing arrangements in North Carolina. Under its own operating
procedures, the LGC must determine, prior to approving an installment financing, among other
things, that (1}the proposed financing is necessary and expedient, (2} the financing, under the
circumstances, is preferable to a general obligation or revenue bond issue for the same purpose
and (3) the sums to fall due under the Financing Contract are not excessive for the local
government.
C-883836v4 13361.00022
General Terms
Payment Terms. The 2006A Certificates will be dated the date of their delivery.
Interest with respect to the 2006A Certificates will be payable from their date semialrtlually on
each October 1 and April 1 (the "Certificate Payment Dates"), commencing October 1, 2006, at
the rates set forth on the cover (calculated on the basis of a 360-day year of twelve 30-day
months). Principal with respect to the 2006A Certificates will be payable, subject to prepayment
as described herein, on April I in the years and amounts set forth on the cover page hereof.
Payments will be effected tlu•ough DTC. See "THE 2QQ6A CERTIFICATES -
Book-Entry-Only System" below and Appendix D hereto.
Registration and Exchange. So long as DTC or its nominee is the registered owner of
the 2006A Certificates, transfers and exchanges of beneficial ownership interests in the 2006A
Certificates will be available only through DTC Participants and Indirect Participants, as
hereinafter described. The Trust Agreement describes provisions for transfer and exchange
applicable if a book-entry-only system is no longer in effect. These provisions generally provide
that the transfer of the 2006A Certificates is registrable by the Owners thereof, and the 2006A
Certificates may be exchanged for an equal aggregate, unredeemed principal amount of
Certif°icates of the authorized denomination and of the same maturity and interest rate, only upon
presentation and surrender of the 200bA Certificates to the Trustee at the principal corporate
trust office of the Trustee together with an executed instrument of transfer in a form approved by
the Trustee in connection with any transfer. The Trustee may require the person requesting any
transfer or exchange to reimburse it for any tax or other governmental charge required to be paid
with respect to such registration or exchange. The 2006 A Certificates will be issued in
denominations of $x,000 or any integral multiple thereof.
Book-Entry-Only System
When the 2006A Certificates are executed and delivered, ownership interests will be
available to purchasers only through abook-entry system maintained by DTC. See Appendix D
hereto for more information regarding the book-entry-only system.
Prepayment Provisions [leave blank in POS?]
Optional Prepayment. The 2006A Certificates maturing on or after April 1, 20, are
subject to prepayment at the County's option on or after April 1, 20, in whole at any time or in
part on any Certificate Payment Date, upon payment of the following prepayment prices
(expressed as a percentage of principal amount to be prepaid) plus interest accrued to the
prepayment date:
Prepayment Period Price
C-883836v4 13361.00022 ~
Extraordinary Preria~~ient. The 2006A Certificates are subject to prepayment in
«Thole or in part on any Certificate Payment Date, at a prepayment price equal to the principal
amount to be prepaid, without premium, plus accrued interest, if any, to the prepayment date,
from ``Net Proceeds" and other funds provided by the County upon the terms and conditions
specified below. "Net Proceeds" means, generally, insurance or condemnation proceeds related
to the Mortgaged Property, in each case net of expenses of collection. For a complete definition
of "Net Proceeds," see "Definitions" in Appendix B hereto.
Upon the County's receipt of Net Proceeds from any single event or any single series of
related events in an amount greater than or equal to $1,000,000, the County must deposit such
Net Proceeds t~•ith the Trustee to be held in accordance t~~ith the Trust Agreement. If the Pledged
Facilities have not yet been completed, the County is required to deposit the Net Proceeds in the
Construction Fund and use the Net Proceeds to complete construction of the Pledged Facilities.
If the Pledged Facilities have been completed, the County is required to deposit the Net Proceeds
in the Net Proceeds Fund and must within 60 days thereafter elect one of the following options.
Such Net Proceeds and any other available funds may be used for the repair and restoration of
the Pledged Facilities. If no Event of Default is continuing, (1) the County lnay prepay the
2006A Certificates in whole from Net Proceeds and other available funds if the amount of Net
Proceeds to be applied to such prepayment is equal to at least 75% of the outstanding principal
amount of the 2006A Certificates, or {2) the County may redeem the 2006A Certificates in part
only from Net Proceeds if as a result of the event giving rise to receipt of the Net Proceeds (a)
the County has lost beneficial use of at least 51% of the portion of the Pledged Facilities of
which it had beneficial use prior to such event or (b) the damaged portion of the Pledged
Facilities cannot be restored to its prior condition within six months of the event with respect to
which the Net Proceeds have been collected. Otherwise the County will use the Net Proceeds
and other available fund for the completion or for repair and restoration of the IVlortgaged
Property.
Mandatory Sinking Fund Prepayment. The 2006A Certificates maturing on April 1,
20 ,are subject to mandatory sinking fund prepayment in each year on or after April 1, 20,
in the years and amounts sho«m below, upon payment of 100% of the principal amount thereof
plus interest accl-ued to the prepayment date as follot~~•s:
Year Amount
Notice of Prepayment. The Trustee shall send notice of prepayment of any 2006A
Certificates by registered or certified mail at least 30 days and not more than 60 days prior to the
date named for prepayment to DTC or its nominee or, if DTC or its nominee is no longer the
registered owner of the 2006A Certificates, to the Owners of the 2006A Certificates or portions
thereof to be prepaid to certain securities organizations, but failure to give any such notice or any
defect in such notice will not affect the validity of any proceedings for the prepayment of any
2006A Certificates with respect to ~~•hich the notice is correctly given.
C-883836v4 13361.00022 6
Selection of Certificates for Prepa«nent. If less than all of the 2006A Certificates are
called for prepayment, the 2006A Certificates will be prepaid in such a manner as the County
may direct. If less than all 2006A Certificates of any maturity are to be prepaid, the 2006A
Certificates to be prepaid will be selected (1) by DTC pursuant to its rules and procedures or
(2} if a book-entry system is no longer in etTect, by the Trustee by lot. If the 2006A Certificates
are to be prepaid in part, they may be prepaid only in multiples of $5,000. If a portion of a
2006A Certificate is called for prepayment, a new 2006A Certificate in principal amount equal to
the unpaid portion thereof shall be issued to the registered owner upon surrender thereof.
Effect of Call for Prepayment. On the giving of notice and deposit of funds as provided
in the Trust Agreement, interest on the 2006A Certificates or portions thereof so called for
prepayment shall cease to accrue, such 2006A Certificates or portions thereof shall cease to be
entitled to any benefit or security under the Trust Agreement and the owners of such 2006 A
Certificates shall have no rights in respect of such 2006A Certificates or portions thereof except
to receive payment of the prepayment price from such funds held by the Trustee.
THE PLAN OF FINANC"E
The County is entering into the Financing Contract to obtain funds to pay for the
construction, equipping and installation of the IVliddle School, a Sportsplex and a Senior Center,
(2} acquisition of conservation easements, (3) renovations of various schools in the Chapel Hill-
Carrboro school system, (4} platming expenses for a new animal sel-~~ices center, and (5} certain
costs incurred in connection with the initial delivery and execution of the 2006A Cel-tificates.
The above facilities are herein collectively referred to as the "Facilities."
Upon delivery of the 20(J6A Certificates, the Middle School will be o~~~ned by the
County. The Middle School will be leased by the County to the Board of Education for nominal
annual rent for a term begimling on the date of the delivery of the 2006 A Certificates, pursuant to
a Lease dated as of April 1, 2006 (the "Lease") between the County, as lessor, and the Board of
Education, as lessee. No action or inaction by the Board of Education will constitute a default
under the Financing Contract, the Trust Agreement, the Deed of Trust or the 2006A Certificates.
ESTIMATED SOURCES AND USES OF FITNDS
The following table presents information as to estimated sources and uses of funds
relating to the acquisition, construction, installation and equipping of the Facilities with proceeds
of the 2006A Certificates.
Sources of Funds:
Principal Amount of 2006A Certificates
Total Sources $
C-883836v4 13361.00022 7
Uses of Funds:
Construction and Acquisition of the Facilities
Costs of Issuances
Total Uses $
Includes legal, rating agency and trustee fees, cost of printing, CJndenvriters' discount, fees of the Local
Govenunent Commission and other costs.
~EC~URITY AND ~OURC'E~ OF PAYl~--TENT
General
The 20D6A Certificates are payable solely from Installment Payments to be made by the
County pursuant to the Financing Contract, proceeds from the issuance of the 2006A Certificates
(and investment earnings thereon), net proceeds of insurance and condemnation awards, moneys
in the funds and accounts held by the Trustee under the Trust Agreement and proceeds from any
sale of the Mortgaged Property, which payments and other funds have been pledged to such
payment as provided in the Trust Agreement.
Installment Pa3~ments and Additional Payments
The Financing Contract provides for the County to make payments directly to the Trustee
sufficient in times and amounts to make payments of principal and interest with respect to the
2006A Certificates ("Installment Payments") when due. Installment Payments are due on the
fifth Business Day prior to the corresponding Certificate Payment Date. Installment Payments
payable on any date will be reduced by certain investment earnings subsequent to completion of
the Facilities and other amounts on deposit and available for such payments under the Trust
Agreement.
In addition to the Installment Payments, the County will also make payments
("Additional Payments") to pay all fees and expenses of the Trustee and the Company or
otherwise associated with the Facilities or the 2006A Certificates, as provided in the Financing
Contract. The County will pay Additional Payments directly to the person or entity to which
such Additional Payments are o~~ved.
In connection with both Installment Payments and Additional Payments, the
appropriation of fiends therefor is within the sole discretion of the Board of Commissioners for
the County. In the Financing Contract, the County agrees to cause the Budget Oflicer to include
the Installment Payments and estimated Additional Payments coming due during the Fiscal Year
in the initial proposal for the annual budget for such Fiscal Year. If within 15 days after the
beginning of any Fiscal Year the County has not appropriated an amount equal to the Installment
Payments and estimated Additional Payments coming due during such Fiscal Year then the
County must send a notice to such effect to the Trustee and the LGC.
C'-883836v~1 13361.000''2
Deed of Trust
The County will execute the Deed of Trust, conveying a lien on the real property
comprising a portion of the Mortgaged Property, including the Middle School and the Site
(subject to certain encumbrances pel7nitted under the Deed of Trust) to the Deed of Trust Tl-ustee
for the Company's benefit, to secure the County's obligations under the Financing Contract. The
Deed of Trust will constitute a lien of record on the Mortgaged Property (subject to certain
encumbrances permitted under the Deed of Trust). Title to the real property comprising the
Mortgaged Property will be insured by a title insurance policy to be issued by [Investors Title
Insurance Company]. See "SU1~IA~IARY OF PRINCIPAL LEGAL DOC[1MENTS -The
Deed of Trust" in Appendix B hereto.
Trust Agreement
Under the Trust Agreement, the Company will assign to the Trustee, for the benefit of the
Ch~~ners and without recourse against the Company, (1) all of the Company's rights under the
Financing Contract and as beneficiary under the Deed of Trust (except its rights to
indemnification, the payment of its administrative expenses and the receipt of notices), including
all rights to all Installment Payments and Net Proceeds, and {2) all moneys and securities from
time to time held by the Trustee under the Trust Agreement.
Release of Secuizty
UPON COMPLIANCE WITH THE REQUIREMENTS OF THE DEED OF TRUST,
THE COUNTY MAY REQUEST AND THE DEED OF TRUST TRUSTEE NIUST RELEASE
A PORTION OF (BUT LESS THAN ALL) OF THE MORTGAGED PROPERTY" FROM THE
LIEN OF THE DEED OF TRUST. Any release of IVlortgaged Property from the lien of the
Deed of Trust «~ill occur only when and if the County provides the Deed of Trust Trustee, the
Company and the Trustee (1) either (i) an appraisal prepared by an Appropriate Consultant, or
(ii) evidence of listed tax value or insured value, in any case sho«~ing that the appraised value of
that portion of the Mortgaged Property that is proposed as the portion that is to remain subject to
the lien of the Deed of Trust is not less than 85% of the aggregate principal component of the
Installment Payments, (2) a certified copy of the resolution of the County's Board of
Commissioners stating the purpose for which the County desires such release, giving an adequate
legal description of the portion of the Mortgaged Property to be released and requesting such
release, {3) a copy of the proposed instrument of grant or release, {4) a written application signed
by a County Representative requesting such instrument and {5) a certificate executed by a
County Representative that no Event of Default under the Financing Contract is continuing and
that the grant or release will not materially impair the intended use of the Pledged Facilities. In
the case of a proposed release of all of the Mortgaged Property, the County must pay to the
Trustee an amount that is (1) sufficient to provide for payment in full of all Outstanding
Certificates in accordance ~~-~ith the Trust Agreement and (2) required to be used for such
payment.
C-883836v4 13361.00022 9
Enforceability
The Trust Agreement, the Deed of Trust and the Financing Contract are subject to
bankruptcy, insolvency, reorganization and other laws relating to or affecting the enforcement of
creditors' rights and, to the extent that certain remedies under such instruments require or may
require enforcement by a court, to such principles of equity as the court having jurisdiction may
impose.
The Financing Contract does not directly or indirectly or contingently obligate the
County to make any payments beyond those appropriated in the sole discretion of the County in
any Fiscal Year in which the Financing Contract is in effect. If the County fails to make
Installment Payments required under the Financing Contract or there otherwise occurs an Event
of Default under the Financing Contract, the Trustee may declare the entire unpaid principal
portion of the Installment Payments to be immediately due and payable and enforce its security
interest granted by the County or direct the Deed of Trust Trustee to institute foreclosure
proceedings under the Deed of Trust and may in accordance with law dispose of such IVlortgaged
Property and apply the proceeds of any such disposition toward any balance owing by the
County under the Financing Contract to make Installment Payments. No assurance can be given
that such proceeds will be sufficient to pay the principal of and interest with respect to the 2006A
Certificates. In addition, Section 160A-20 of the North Carolina General Statutes provides that
no deficiency judgment may be rendered against the County for breach of any contractual
obligation authorized under Section 160A-20. See "SUMMARY OF PRINCIPAL LEGAL
DOCUl1'IENTS -The Financing Contract -Defaults and Remedies under Financing
Contract" and "- County's Limited Obligation" in Appendix B hereto and the caption
"CERTAIN RISKS OF CERTIFICATE OWNERS-Insufficiency of Collateral and
Linritations on the Cowity's Obli6ation" herein.
Additional Certificates
Under the conditions described in the Trust Agreement and without the approval or
consent of the C}wners, the Company may execute and deliver Additional Certificates secured by
a lien on the Mortgaged Property on a parity with the lien securing the 2006A Certificates to pay
the costs (including financing costs) of (1}completing, expanding or improving the Facilities,
(2) refunding any 2006A Certificates or Additional Certificates, (3}paying financing costs or
establishing resen~es in connection with the issuance of Additional Certificates, (4) any other
purpose allowed by law, or (5} any combination of those purposes. See "SU11'INTARY OF
PRINCIPAL LEGAL DOCUMENTS -The Trust Agreement -Additional Certificates" in
Appendix B hereto.
CERTAIN RISKS OF CERTIFICATE O1~'NERS
Insufficiency of Collateral and Limitations on the County's Obligation
The Financing Contract provides for payment of Installment Payments by the County to
pay the principal and interest with respect to the 2006A Certificates and any Additional
Certificates as the same shall become due. Upon failure by the County to make such Installment
Payments (whether as a result of an Event of Non-Appropriation or otherwise) or upon the
C-883836v4 13361.00022 1
occurrence of any Event of Default under the Financing Contract, the Trustee lnay declare the
principal with respect to the 2a06A Certificates and any Additional Certificates to be
immediately due and payable, may direct the Deed of Trust Trustee to foreclose on the
Mortgaged Property pursuant to the Deed of Trust and to enter, take possession of and attempt to
dispose of the Mortgaged Property {subject to applicable law), and may apply the net proceeds
received on account of such disposition to payment of amounts due under the 2006A Certificates
and any Additional Certificates. See "SLTMM.~RY OF PRINCIPAL LEGAL DOCUMENTS
- The Financing Contract" in Appendix B hereto. The amount of such net proceeds may be
affected by {1) the condition of the Mortgaged Property and {2) the occurrence and extent of any
damage, destruction, loss or theft of the l~lortgaged Property which is not repaired or replaced
and for which there are not received or appropriated moneys from insurance or from any risk
management program which may be in effect with respect to the Mortgaged Property.
Various factors could negatively affect the value of the I~Iortgaged Property upon
foreclosure. Examples of such factors include zoning restrictions on, encumbrances on, and
restrictive covenants with respect to, the Mortgaged Property, all of t~~hich could negatively
affect its value. [_~ Phase I Enviro~unental Assessment dated `was conducted on
the Mortgaged Property=]. Although the assessment did not reveal any significant
environmental concerns with the IVlortgaged Property, undiscovered or future envirolunental
contamination of the Mortgaged Property could have a material adverse effect on its value.
There can be no assurance that the moneys available in the funds and accounts held by
the Trustee and the proceeds of any such disposition of the Mortgaged Property will be sufficient
to provide for the payment of the principal and interest with respect to the 20{~6A Certificates.
Section 160A-20 of the General Statutes of North Carolina provides that no deficiency judgment
may he rendered against the County for breach of any contractual obligation authorized under
Section 160A-20, and the taxing power of the County is not and may not be pledged directly or
indirectly to secure any moneys owing by the County under the Contract. The remedies afforded
to the Trustee and the Owners of the 200&A Certificates on a default by the County under the
Financing Contract are limited to those of a secured party under the laws of the State of North
Carolina, including foreclosing on the Mortgaged Property under the Deed of Trust.
THE 20Q6A CERTIFICATES ARE NOT A DEBT OR GENERAL OBLIGATION
OF THE COUNTY OR PAYABLE FROM ANY ASSETS OF THE COMPANY OR
PAYABLE FROM ANY ASSETS OF THE COUNTY'S DIRECTORS, OFFICERS,
AGENTS OR E11~IPLOYEES.
Partial Prepa~~ient
If all or any part of the Mortgaged Property is partially or totally damaged or destroyed
by any casualty or taken by any governmental authority, the County has the option under certain
circumstances under the Financing Contract to apply any Net Proceeds from insurance or
condemnation to prepay the 20[l6A Certificates in part, with no restoration of the 1Vlortgaged
Property. This partial prepayment could have adverse consequences for the remaining Owners
of the 2006A Certificates. If the County does not make the Installment Payments, the only other
source of payment of the 2006A Certificates will be funds, if any, held by the Trustee under the
C-883836v4 13361.00022 11
Trust Agreement and proceeds of the disposition of the Mortgaged Property, the amount of
«~~hich may be reduced by the condition of the Mortgaged Property.
Outstanding General Obligation Debt of the Count~~
The County has issued general obligation bonds and expects to issue general obligation
bonds and notes in the future. The County has pledged and «Till pledge its faith and credit and
taxing po~~~er to the payment of its general obligation bonds and notes. See the caption "THE
COUNTY -Debt Information" herein. FUNDS WHICH MAY OTHERWISE BE
AVAILABLE TO PAY INSTALLMENT PAI'MENTS OR ADDITIONAL PAI'MENTS
OR TO 11'IAKE OTHER PAYNTENTS TO BE NTADE BY THE C"OUNTY UNDER THE
FINANCING CONTRACT N1<4Y BE SUBJECT TO SUCH FAITH AND CREDIT
PLEDGE BY THE COLINTY AND THEREFORE M:~Y BE REQLIIRED TO BE
APPLIED TO THE PAYMENT OF ITS GENERAL OBLIGATION INDEBTEDNESS.
AVAILABLE SOURCES FOR PAYI~~TENT OF INSTALLMENT PAYII~TENTS
General
The County may pay its Installment Payments from any source of funds legally available
to it in each year and appropriated therefor during the term of the Financing Contract.
INSTALLMENT PAYII~TENT SCHEDULE
The following schedule sets forth for each Fiscal Year of the County ending June 30 the
amount of principal (t~-•hether at maturity or pursuant to mandatory prepayment) and interest
required to be paid under the Financing Contract with respect to the 2006A Cel-tificates.
Fiscal Year
Ending Principal Component of Interest Component of
June 30 Installment Payments Installment Payments Total
C-883836v4 13361.00022 1
Fiscal Year
Ending
June 30
TOTAL
Principal Component of Interest Component. of
Installment Pa~lnents InstalLnent Payments
THE C011~IP ANY
Total
The Company is organized under the North Carolina Nonprofit Corporation Act.
(N.C.G.S. Chapter 55A-1 et seq., as amended, the "Act") and is authorized under the Act to carry
out the purposes set forth in its articles of incorporation. The Company was organized for the
purpose of, among other things, assisting the County in carrying out its municipal and
governmental functions through the financing, acquisition, construction, operation, sale or lease
of real estate, improvements and facilities such as the Facilities and to enter into agreements with
the County and other relevant parties to facilitate such essential projects. Pursuant to its articles
of incorporation, the Company is empowered to buy, hold, own, sell, assign, mortgage or lease
any interest in real estate and personal property in the manner contemplated by the Financing
Contract and to construct, maintain and operate improvements thereon necessary or incident to
the accomplishment of the purpose of promoting the general welfare of the citizens of the
County by assisting the County in carrying out its municipal and govel~rlmental functions through
the acquisition, construction, operation, sale or lease of real estate and improvements, facilities
and equipment for the use and benefit of the general public. The Company has no taxing power.
ORANGE COUNTY, NORTH CAROLINA
THE COIJNTI'
General Description
The County, founded in 1752, is located in the north-central portion of the State on the
Piedmont Plateau. Bisected from east to west by Interstate Higher-ay 85, the County lies
approximately midway between the Cities of Atlanta, Georgia and ~A~ashington, D.C.
The County is part of the Raleigh-Durham Metropolitan Statistical Area, which also
includes the Research Triangle Park, a major complex of research and research-oriented
manufacturing facilities.
There are four municipalities in the County: the Towns of Chapel Hill and Carrboro in
the southeastern part of the County and the Town of Hillsborough and the City of Mebane in the
central corridor of the County along Interstate Highway 85 and Interstate Highway 40.
Population estimates by the North Carolina Office of State Budget and Management for the year
2003 are: Chapel Hill - 51,485, Cairboro - 17,585, Hillsborough - 5,541 and Mebane - 7,864.
The Town of Chapel Hill, home of the University of North Carolina at Chapel Hill, is the
largest municipality in the County, and its population plus that of the adjacent Town of Carrboro
C-883836v4 13361.00022 13
comprises 55% of the total population of 123,162. The Town of Hillsborough, the County seat,
and surrounding area are expected to experience accelerated growth, because of their location
adjacent to Interstate Highway 8~ and to the Interstate High«~ay 40 extension.
Interstate High«~ay 40 connects the County directly «Tith the Research Triangle Park and
Raleigh-Durham International Airport. The City of Mebane, home of most of the County's
major manufacturing employers, is on the westernmost boundary of the County. A major portion
of the City of Mebane lies in neighboring Alamance County. North of Interstate Highway 85, the
County is mostly rural, with a mixture of farming, residential and light industrial and commercial
uses.
The County is approximately 401 square miles in area, of which approximately 177
square miles are unincorporated, 39 square miles are farmland, 132 square miles are forested,
and 53 square miles are urbanized.
50 III.
New York, New Y"ork 438 Miles
n. D.C. 251 Miles
Atla
Demographic Characteristics
The United States Department of Commerce, Bureau of the Census, has recorded the County's
population to be as follows:
1980 1990 2000 20041
C-883836v4 13361.00022 14
77,055 93,&62 115,537 120,9b5
i Estimate of North Carolina Office of State Budget and ~~Ianagement.
C-883836v4 13361.00022 15
Per capita income figures for the County and the State are presented in the following table:
fear County State
1999 $28,471 $25,560
2000 30,914 27,068
2001 32,354 27,493
2002 33,536 27,640
2003 34,182 28,071
Source: United States Deparhnent of Commerce, Bureau of Economic Analysis (most recent data ati~ailable).
Commercial, Industrial and Institutional Profile
The County's economy is characterized by a high degree of institutional and public-
sector activity, plus office, commercial and service-oriented business. Manufacturing and
agriculture are smaller portions of the County's economy.
The County enjoys a consistently low unemployment rate. The unemployment rate
estimated by the North Carolina Employment Security Commission for 2005 was 3.8%, one of
the lowest in the State. {The State average was 5.3% in 2005.)
The University of North Carolina at Chapel Hill and University Hospitals in the Town of
Chapel Hill and their associated service, teaching and research programs have a reputation for
excellence in the educational and medical fields. The County is also the place of residence for
many technical, professional and executive people who work in the Research Triangle Park and
neighboring Cities of Durham, Raleigh, and Burlington.
The Research Triangle refers to an area located among three municipalities: Chapel Hill,
Durham and Raleigh. In addition to the University of Nol-th Carolina at Chapel Hill, universities
located in these municipalities include Duke University and North Carolina Central University in
the City of Durham and North Carolina State University in the City of Raleigh. The proximity of
these universities makes the Research Triangle area well-suited to many types of research
activities.
The Research Triangle Park (the ``Park"), located 10 miles east of the County, contains
7,000 acres of land which has been reserved for research and research-oriented manufacturing.
Since its inception in the 1950's, over 131 private and governmental organizations have located
facilities in the Park. According to the Research Triangle Foundation, the Park represents a
capital investment exceeding $2 billion. r~s of January 2006, approximately 38,000 people
(44,000 including contract employees) were employed at the Park with an annual payroll of
approximately $2.7 billion with an average salary of $56,000. approximately 50% of the
employees in the Park work for multinational corporations. Because of its close proximity to the
County and the fact that many of the Parks' employees reside in the County, the impact of the
Park on the County's economy is significant.
C-883836v4 13361.00022 16
An industrial strip along Interstate Highway 85 in the «-•estern portion of the County is
the location of several manufacturing firms. This area is the projected location for future growth
of industrial and commercial concerns. In addition to this area, the County designated over
2,450 acres in three strategically placed areas along Interstates 85 and 40 as Economic
Development Districts. The County's location, midway between the Piedmont Triad and
Research Triangle metropolitan areas, makes these sites extremely attractive. The districts offer
development potential for light industrial, warehouse/flex space, office, retail and business
service. Numerous tracts, ranging in size from 20 to 100 acres or more, are available.
Utility extension development is another economic development initiative undertaken by
the County. This project encourages economic development in the County by providing funds to
finance utility extension development for commercial entities. Using the monies in this fund, the
County provides a portion of the upfi-ont water/sewer infrastructure costs for businesses. As the
various projects are completed, some portion of the resultant increased property tax revenue is
used to repay the fund. These funds then "revolve" to address water/sewer needs of other
commercial development projects.
The following table lists the 25 largest major commercial, industrial, and institutional
employers in the County:
Company or Institution
University of North Carolina at
Chapel Hill
UNC Hospitals
Chapel Hill/Carrboro City Schools
Blue Cross/Blue Shield of North
Carolina
Orange County Board of Education
Orange County Government
To«m of Chapel Hill
Harris Teeter, Inc.
General Electric Co., Inc.
Sports Endeavors
Wal-Mart Stores, Inc. #1191
Aramark Services
PHE, Inc.
Orange-Person-Chatham Mental
Health
A Southern Season
Magnolia Gardens
l~lebane Packaging Group
Whole Foods I~'Iarket
U.S. Post Office
Kenan Transport
Sel-~~ice or Product
Public University
Ivledical Center
Public School System
Insurance Company
Public School System
County Government
Municipal Government
Food Store
Electrical Equipment Manufacturer
Mail Order Retail
Retail Store
Food Sen~ice
Mail Order Retail
Mental Health Agency
Retail Specialty Foods
Retirement Community
Corrugated Carton Manufacturer
Food Store
Postal Service
Tricking
Approximate
Number of
Employees
15,590
6, 820
2, 620
1,370
1,250
800
770
520
450
435
430
380
370
35a
340
300
300
27a
250
240
C-883836v4 13361.00022 17
Carol ~~~'oods Retirement Center Retirement Community 225
Lowe's Food Food Store 205
Weaver Street Market, Inc. Retail Natural Foods 195
Performance Chevrolet Retail Auto Sales'Service 175
UPS Parcel Distribution Center 170
Source: Orange County Economic Development Commission as of January 2006.
Construction activity in the County is indicated by the number and construction value of building
permits as set forth in the following table:
Fiscal Y ear
Ended or Residential Commercial
Ending Number of ~jalue ~jalue Total ~jalue
June 30 Building Permits (In Thousands) ~In Thousands (In Thousands
2001 2,994 $229,680 $44,676 $274,356
2002 2,106 227, 5 89 47,136 274,725
2003 1,945 229,880 59,486 289,366
2004 2,047 213,589 26,642 240,231
2005 2,153 201,810 54,899 256,709
20061
Through 2006
Source: Inspection divisions of the Towns of Chapel Hill and Carrboro and of the County.
Total retail sales in the County for the past five fiscal years are shown in the following table:
Fiscal
Year Ended Total Retail Increase Over
June 30 Sales Previous Year
2001 $1,215,464,600 11.6%
2002 1,256,004,719 3.3
2003 1,353,833,925 7.8
2004 1,375,933,669 1.6
2005 [To come]
Source: North Carolina Department of Revenue, Sales and Use Tax Division.
The County expects total retail sales for the current fiscal year to show a moderate
increase from the prior fiscal year.
Employment
The North Carolina Employment Security Commission has estimated the percentage of
unemployment in the County to be as follows:
C-883836v4 13361.00022 1
2aa2 2aa3 2aa4 2aas 2aa2 2aa3 2aa4 2ao5
January 3.1% 3.4% 4.2% 3.7% July 3.6% 3.2% 4.1% 4.5%
February 3.1 3.3 3.8 3.9 August 3.7 3.2 3.9 4.2
l~larch 3.0 3.1 3.9 3.5 September 3.2 3.0 3.0 3.4
April 2.9 2.9 3.8 3.7 October 3.2 3.a 3.4 3.5
May 3.1 3.2 4.0 3.6 November 3.2 3.a 3.9 3.7
June 3.6 3.5 4.5 4.3 December 3.a 2.7 3.6 3.3
Govei-mnent and n'Iajor Services
Government Structure. The County has acommission-manager form of government
with a five-member Board of Conmlissioners comprising the governing body. The
commissioners are elected on a partisan basis for staggered four-year terms. The County
manager is appointed by and serves at the pleasure of the Board of Commissioners. The Board
of Commissioners annually adopts a balanced budget and establishes a tax rate for the support of
the County's programs. The County Manager has the responsibility of administering these
programs in accordance with the policies and the annual budget adopted by the Board of
Commissioners.
Education. Two separate school administrative units, Chapel Hill-Carrboro City Schools
("CHCCS") and Orange County Schools ("OCS"), provide public education in the County.
CHCCS serves the Towns of Chapel Hill and Carrboro and a small area outside the towns, and
OCS serves the remainder of the County. Non-partisan elected boards of education administer
both units.
The State provides the basic minimum education program for each school administrative
unit. Funding for this basic program is provided by appropriations from the State Public School
Fund. Additional funding is provided by special State and Federal Chants. The County also
appropriates funds to each school system, which provides for program expansions beyond the
state basic minimum. The County ranked number one in the State in per pupil funding in 2005.
A special school district tax is levied in a special school district that comprises the CHCCS
system. This tax is a significant revenue source for the CHCCS system. The major sources of
school funding in each school administrative unit budgeted for the fiscal year ending June 3a,
2006 are outlined in the chart below.
OCS % of Total CHCCS % of Total
State $32,189,914 56% $52,269,420 5a%
Federal 3,x32,136 5 4,303,814 4
Local 21,783,239 39 47,312,679 46
Total $55,786,029 100% $103,885,913 100%
The building of public school facilities has been a joint State/County effort with the
County playing the major role. Local financial support is provided by the County primarily
through the use of one-half cent local option sales and use taxes, bond proceeds, installment
C-883836v4 13361.00022 19
purchase financing and impact fees. The voters, at a referendum held November 6, 2001,
approj~ed the issuance of up to $47,000,000 of general obligation school bonds, of which all have
been issued. Some of the proceeds from the general obligation bonds will be used together with
proceeds of the 2006A Certificates on school projects.
Large portions of the one-half cent local option sales and use taxes authorized by the
General Assembly in 1983 and 1986 are a major funding source for public school facilities.
These taxes are used in accordance with County Capital Policies and the County's ten-year
Capital Investment Plan to fund construction as well as debt service for both school and County
facilities. The County expects to receive approximately $9,135,930 from one-half cent sales
taxes in the fiscal year ending June 30, 2006. Of this amount, approximately $5,400,000 has
been allocated to school construction and debt retirement.
In 1987 the General Assembly adopted special legislation on behalf of the County which
authorized the County to establish a system of impact fees on new residential development.
Revenues generated by these fees are to be used toward additional school facilities necessitated
by the new development. In June of 1993 the Board of County Commissioners for the County
adopted a local ordinance which officially established the system of impact fees. An impact fee
of $750 for each d«-~elling unit was originally adopted for both the OCS and CHCCS in 1993.
Since the 1993 adoption, the impact fees have been amended on several occasions at the official
requests of the School Boards. The Board of County Commissioners in June of 2001 adopted
the most recent amendment. This amendment established impact fees as follows:
Orange Cowity Schools
Single Family Detached $3,000 per unit
All Other Residential* $1,420 per unit
Chapel Hill Carrboro City Schools
Single Family Detached $4,407 per unit
All Other Residential $1,979 per unit
Examples of "All Other Residential" units include mobile homes and apartment units.
Impact fees have generated over $26,000,000 since their implementation in 1993. It is
expected that these fees will generate an additional $2,600,000 in the fiscal year ending June 30,
2006.
Revenues received by the County tiom the sources mentioned above are expected by the
County to be sufficient to fund a significant portion of school capital improvements over the next
10 years.
The following table reflects average daily membership and the number of schools for
both the OCS and CHCCS for afive-year period.
C-883836v4 13361.00022 20
Chapel Hill-C.."arrboro C:'ity Schools
Elementary
Grades (K-5)
School No. of
Year Schools ADI~•7
2001-02 8 4,551
2002-03 8 4,548
2003-04 9 4,722
2004-05 9 4,693
2005-06 9 4,860
Elementary
Grades (K-5)
School No. of
Year Schools ADM
2001-02 7 2,893
2002-03 7 3,049
2003-04 7 3,017
2004-05 7 3,081
2005-06 7 3,020
Intermediate Secondary
Grades (6-8) Grades (9-12)
No. of No. of
Schools ADM School ADM
s
4 2,&08 2 3,20&
4 2,611 2 3,158
4 2,632 2 3,290
4 2,566 2 3,462
4 2,562 2 3,510
Total ADM
10,365
10,317
10,644
10,721
10,932
Orange County Schools
Intermediate
Grades (6-8}
No. of
Schools ADM
2 1,524
2 1,693
2 1,697
2 1,612
2 1,586
Secondary
Grades (9-12)
No. of
Schools ADI1~1
2 1,789
2 1,951
2 1,991
2 2,118
2 2,129
Total ADNI
6,186
6,693
6,705
6,811
6,735
IADM or average daily membership, determined by actual records at the schools, is computed by the North Carolina
Department of Public Education on a uniform basis far all public school units in the State. The ADM computations
are used as a basis for teacher allotments.
Source: Oran~~e County Board of Education, and the Chapel Hill Carrboro City Schools Board of Education,
Finance Offices.
The University of North Carolina at Chapel Hill provides post-secondary educational
opportunities to the residents of the County. Durham Technical Community College, Piedmont
Technical Institute and Alamance Community College are post-secondary institutions located
within a 20-mile radius of the County and are members of the State system of community
colleges and technical institutes. These institutions provide specialized services to County
residents. No County financial participation is presently required or anticipated in post-
secondary education. The County is «~orking with the Trustees of Durham Technical
Community College on a plan to site a campus in the County, which will require the County's
financial participation. The County has spent approximately $1,000,000 to acquire a potential
site.
Transportation. Major expansion and maintenance of primary and secondary highways
within the County are primarily the responsibility of the State. Municipalities within the County
bear the responsibility for local street systems. The County has no responsibility for the
construction or maintenance of streets or high«~ays.
C-883836v4 13361.00022 21
The County is served by two interstate highways, which mel-ge in the center of the
County. Interstate Highway 85 connects the County to the Cities of Greensboro, Charlotte and
Atlanta to the south and «~est and the Cities of Durham, Richmond and Washington, D.C. to the
north and east. Interstate Highway 40 connects the County to the Cities of Winston-Salem and
Asheville to the north and west and the Research Triangle Park and the City of Raleigh to the
south and east. Other major highways include U.S. highways 15-501 and 70 and N.C. highways
54, 57 and R6.
Inter-city bus service is provided by Carolina Trailways and the Town of Chapel Hill
operates a local bus system which serves a substantial portion of the population in the Towns of
Chapel Hill and Carrboro. In addition, the County operates specialized transport services, which
are currently used mainly for human services delivery. This coordinated system, run by the
County, serves a variety of human service departments and agencies throughout the County and
has recently expanded to include services to all residents requiring services. The Triangle
Transit Authority also operates a bus system that provides commuter services to County
residents and has coordinated its efforts with the County system mentioned above.
Air transportation is provided by various major, commuter and commercial airlines at the
Raleigh-Durham International Airport ("RDU"), approximately 10 miles from the County.
Commercial air service is provided by Air Canada, Air Tran, America West, America Airlines,
Continental, Delta, Northwest, Southwest, and US Airways. In addition, 13 various carriers
provide commuter service. The total economic impact of RDU to the Triangle economy is more
than $2 billion per year according to North Carolina Department of Transportation figures. In
2004, RDU had over 250 daily departures and served approximately 8 million passengers.
Railway freight service is provided by Norfolk Southern Railway. Railway passenger
service is provided by :4mtrak through its terminals located in the Cities of Durham and Raleigh.
Human Services.
Social Services P1°ogratns Social Services programs are provided for by a combination
of federal, state and local funds. Among the programs provided are: ~?Vork First., Temporary Aid
to Needy Families Child Protective Services, Daycare, Foster Care, Energy Assistance,
Medicaid, Child Support Enforcement and programs for the elderly.
Health Programs-The County provides environmental, sanitation, family planning,
dental and nursing services throughout the County. Clinics are offered in the Towns of
Hillsborough and Chapel Hill and in the public schools. The County has access to the services of
the schools of medicine, dentistry, nursing and public health at University of North Carolina at
Chapel Hill and the University Hospitals, as well as Duke University Medical Center and a U.S.
Veterans Administration Hospital within five miles of the County. No County investment in
hospital or major medical facilities is anticipated.
Me7~tal Health Programs-The County currently contributes annually to a Mental Health
Agency that provides critical mental health, substance abuse, and developmental disabilities
services across the Orange, Person and Chatham County area. Clinics and/or clubhouse facilities
are located in the Towns of Carrboro, Chapel Hill and Hillsborough. Services are also available
C-883836v4 13361.00022 22
through the two County school districts. tinder a state mandate to reform mental health
statewide, a local management entity has been created to guide the transition to a new service
delivery model according to an approved business plan.
A sheltered workshop and clinics in the Towns of Chapel Hill and Hillsborough are
provided. Services to the public schools are also provided. Under a new State proposal to
reform mental health statewide, a local management entity has been created that will serve to
transition the current method of service provision.
Other Hufnan ServicesIn addition to social service, health and mental health programs,
the County provides agricultural services, housing and community development services, library
services and support to various private non-profit agencies located within the County.
Parks, Recreation and Open Space. Recreational programs throughout the County are
provided by the County's Parks and Recreation Department along with the parks and recreation
departments of the To«~ns of Chapel Hill and Carrboro. Organized leisure programs ranging
from athletics to fine arts are regularly offered to citizens of all ages at several park sites and
community centers. Numerous programs and special events for senior citizens and the mentally
and physically impaired are also offered. During the past several years the County has
developed aggressive plans for park development and open space acquisition.
Public Service Enterprises.
YVater crncl Sewer Servicesy~7ater and sewer services are provided to the majority of the
population of the County by the Orange ~?Vater and Sewer :4uthority (the "Authority"). The
Authority was created in 1975 by the Board of Commissioners for the County and the boards of
aldermen of the Towns of Chapel Hill and Carrboro for the purpose of acquiring, consolidating,
improving, and operating the existing l~~ater and set~~er systems in the southern portion of the
County. Prior to the formation of the Authority, water service was provided by the University of
North Carolina at Chapel Hill and the Town of Carrboro and sewer service was provided by the
Towns of Chapel Hill and Carrboro in conjunction with the University.
The Authority began utilities operations in 1977 when the Towns of Chapel Hill and
Carrboro and the University of North Carolina at Chapel Hill conveyed their water and sewer
facilities to the Authority. Under the terms of the transfer, the Authority provides and maintains
sewage collection and treatment facilities and water supply, treatment and distribution facilities.
The Town of Hillsborough and the City of l~lebane, which is partly located within the
corporate limits of the County, also own and operate water and sanitaly sewer systems. The
County issued water and sanitaly sewer bonds in the late 1960s to finance the construction of the
Lake Orange reservoir, l~~hich selves the water system of the Town of Hillsborough, and the
construction of improvements which serve the «-ater and sanitaly sewer systems of the City of
Mebane. In addition, the Orange Alamance t74~ater System, a private corporation, utilizes Lake
Orange and provides water service to a part of the west central portion of the County.
The County's water supply has been supplemented by the addition of the Cane Creek
Reservoir, which was built by the Authority in 1989. Increased water supply has also resulted
from the renovations to the dam at Lake Orange, which is owned by the County. In addition, the
C-883836v4 13361.00022 2 ~
Town of Hillsborough has issued $5,800,000 of general obligation bonds for the purpose of
constructing another reservoir. That construction is complete and has increased the Town of
Hillsborough's water supply significantly.
Sanitary Landf ll-The County o«~ns and operates a sanitary landfill sensing County
residents. The landfill was owned jointly by the County and the Towns of Carrboro and Chapel
Hill. Ownership and operation of the landfill became the County's sole responsibility in Niay
2000. The operation of the landfill is self-supporting from landfill charges and is expected to be
usable through the year 2010. The County has been able to extend the expected life of its
existing landfill by several years through aggressive recycling efforts in the County. In fact, the
County led the State in 2003 in its waste reduction efforts. These efforts have led to an actual
decline over the past several years in the annual amount of solid waste being delivered to the
landfill. In the 2004-2005 fiscal year the County implemented a waste reduction recycling fee to
offset the costs of the recycling program, which has been subsidized over the years by the tipping
fees. The fee generated approximately $2,483,000 to offset the cost of recycling operations. The
County expects over $2,500,000 to be generated from the fee in 2005-2006. The County has
begun to consider its options for further solid waste disposal.
Other Public Service Enterprises. Telephone service in the County is provided by
Sprint, BellSouth, I~Zebtel and ~~ erizon Communication. Electric service is provided by Duke
Power Company, Piedmont Electric Membership Corporation and Progress Energy. Gas service
is provided by Public Service Gas Company.
Qther Services. Fire and police protection are provided by the Tots-~ns of Chapel Hill,
Carrboro and Hillsborough within their respective jurisdictions. In the unincorporated areas of
the County fire protection is provided in 12 fire districts pursuant to contracts between the
County, the municipalities and various fire departments. Police protection in the unincorporated
areas of the County is provided by the County Sheriff's Department.
The County's Emergency Services Department provides four general areas of countywide
emergency assistance: emergency communications (911), emergency medical services, fire
marshall and emergency management. Volunteer rescue squads ~i~ork jointly with the County to
provide a significant amount of such services.
Debt Information
Le~a1 Debt Limit. In accordance with the provisions of the State Constitution and the
Local Government Bond pct, as amended, the County had the statutory capacity to incur
additional net debt in an approximate amount of $829,125,000 as of June 30, 2005.
C-883836v4 13361.00022 24
Outstanding General Obligation Debt.
Principal Outstanding as ofl
June 34, June 34, June 30, June 34,
General Obligation Bonds 2442 2443 2444 2445
School Bonds $ 58,311,794 $ 57,661,914 $ 55,367,434 $64,791,464
Refunding Bonds 33,665,444 41,415,444 37,445,004 33,264,044
Sanitary Sewer Bonds 1,244,044
Other Bonds 14,278,214 15,258,494 14,812,974 34,558,944
Total General Obligation
Debt Outstanding $142,255,440 $113,935,444 $147,585,444 $125,814,444
Bonds Issued:
2001-02 $17,470, 000 General Obligation Public Improveme nt Bonds, Series 20 01, 10.50 years
average maturity, 4.5159% net interest cost.
$20,595,000 Refunding Bonds, Series 2001, 7.88 years average maturity, 4.2034% true
interest cost.
2002-03 $19,175,000 General Obligation Public Improvement Bonds, Series 2003, 12.75 years
average maturity, 4.0402% net interest cost.
$22,815,000 General Obligation Refunding Bonds, Series 2003, 4.59 years average
maturity, 2.4719% true interest cost.
2004-05 $4,200,000 General Obligation Public Improvement Bonds, Series 2004A, 12.20 years
average maturity, 4.2841% net interest cost.
$20,940,000 General Obligation Public Improvement Bonds, Series 2004B, 12.18 years
average maturity, 4.3010°,% net interest cost.
2005-06 $29,185,000 General Obligation Public Improvement Bonds, Series 2005A
$29,365,000 Refunding Bands, Series 2005B
iThese amounts do not include at June 30, 2002 and 2003 $19,655,000 and $18,980,000, respectively, of refunded
bonds with respect to which an escrow agent holds in trust certain obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of America, which mature at such times and
in such amounts and bear interest payable at such times and in such amounts so that sufficient moneys will be
available, together with cash deposited with such escrow agent, to pay when due all principal of and interest and any
premium on the refunded bonds to and including their respective maturities or dates of redemption.
[Most recent GO refunding?]
C-883836v4 13361.00022 2 ~
General Obligation Debt Ratios.
Total
GO Debt
Total Assessed to Assessed GO Debt Total
At July 1 GO Debt ~raluation Valuation Population Per Capita
2002 $102,255,000 $ 9,437,306,885 1.08% 119,7461 $ 853.93
2003 113,935,000 9,828,614,420 1.16 120,8811 942.54
2004 107,585,000 10,084,687,332 1.07 120,9651 889.39
2005 125,810,000 11,972,000,000 1.05 120,9651 1,040.05
2006 156,585,000 11,972,000,000 1.31 120,9651 1,294.47
Estimate of North Carolina Office of State Budget and l~rianagement
Other Long-Term Commitments. The County currently has a variety of short-term
financing agreements for vehicles and other equipment. In addition, the County has financed
school and public buildings thtough installment financing agreements and the current debt
ser~~ice requirements of these school and public buildings obligations are as follows:
Fiscal Principal
Year Principal and Interest
2005-06 $5,078,223.62 $6,175,288.17
2006-07 4,776,017.37 5,661,837.89
2007-08 4,823,934.10 5,511,831.55
2008-09 4,013,537.13 4,505,202.55
2009-10 3, 449,3 88.96 3, 769,155.3 8
2010-11 2,909,288.06 3,093,052.04
2011-12 1,352,343.06 1,447,722.57
2012-13 263,905.16 316,115.79
2013-14 239,655.16 281,373.14
2014-15 239,655.16 271,259.70
2015-16 239,655.16 261,146.26
2016-17 239,655.16 251,032.78
2017-18 119,827.76 121,723.85
$27,745,085.86 $31,666,741.67
Debt Outlook. The County has an extensive ten-year capital improvement program
underway to provide goverrunental offices, judicial facilities, school facilities, parks and open
space and affordable housing. Some of these facilities will require the incurrence of debt by the
County. The County currently has $5,635,000 in voter approved bonds authorized and unissued
that will be used to finance affordable housing and parks projects. The County anticipates
entering into an installment financing certificates of participation transaction later in 2006 in the
amount of between $15 million and $25 million for several projects. The County anticipates
borrowings totaling approximately $15 million in fiscal years 2007 and 2008.
C-883836v4 13361.00022 26
Tax Information
General Information.
Fiscal Y"ear Ended or Ending June 30
2003 2004 2005 2006 bud~~eted
Assessed Valuation:
Assessment Ratios 100% 100% 100% 100%
Real Property $8,109,564,008 $8,482,244,767 $8,759,945,346 $ 10,399,337,354
Personal Property 322,889,307 302,801,644 314,390,577 373,227,633
Public Sen~ice CompaniesZ 215,850,689 212,895,468 208,965,580 248,072,732
Estimated Motor V"ehicles 789,002,881 794,693,852 801,385,829 951,362,2813
Total Assessed Valuation $,437;306,885 $9,828,614,420 $10,084,687,332 $ 11,972,000,000
Tax Rate per $1004 .83 .845 .88 .843
Levy $92,190,830 $97,452,913 $104,089,772 $116,639,757
1 Percentage of appraised value has been established by statute.
2 ~~aluation of railroads, telephone companies and other utilities as determined by the North Carolina Property Tax
Commission.
3 Revaluation of real property became effective with the 2006 tax levy. The County revalues property every four
years.
4 In addition to the County-wide rate shown, all taxable property within the Chapel Hill-Carrboro City School
Ac~ninistrative Unit is subject to a special school district tax and parts of the rural area of the County are subject to
special fire district taxes. Such special districts and their respective tax rates per $100 assessed valuation are as
follows:
Fiscal Y ear Ended or Ending June 30
2003 2004 2005 2006
Special School District
Chapel Hill-Carrboro City Schools $.192 $.20 $.20 $.1834
Special Fire Districts
Cedar Grove Fire District .073 .073 .073 .073
Chapel Hill Fire District .02 .02 .02 .019
Damascus Fire District .026 .03 .03 .026
Efland Fire District .0285 .0375 .0465 .03475
Eno Fire District .044 .064 .064 .057
Little River Fire District .045 .045 .0520 .046
New Hope Fire District .OS .065 .065 .0625
Orange Fire District .046 .051 .051 .056
Orange Grove Fire District .039 .039 .039 .034
South Orange Fire District .0850 .092 .092 .092
Southern Triangle Fire District .026 .03 .03 .026
«'hite Cross Fire District .048 .048 .048 .042
C-883836v4 13361.00022 27
The following table shows the County-wide levy and the levies by the County on behalf
of the special school district and the special fire districts for the fiscal years ended or ending June
30:
2003 2004 2005 2006 bud eg ted
County-wide $79,035,412 $82,444,007 $88,705,740 $100,923,960
Special School District 11,333,902 12,750,072 13,079,166 13,333,124
Special Fire Districts 1,821,516 2,258,834 2,304,866 2,382,673
Total Levy $92,190,830 $97,452,913 $104,089,772 $116,639,757
TaY Collections.
Percentage of
Fiscal Year Ended Prior Years' Current Year's Current Year's
June 30 Levies Collected Total Levy Collected T otal Levy Collected
2002 $ 996,708 $ 87,791,088 99.87%
2003 1,069,986 90,917,919 99.78
2004 1,045,909 97,333,391 99.57
2005 1,050,633 102,876,135 98.83
Ten Largest Taxpayers for Fiscal Year 2004-2005.
Name
Duke Energy Company
VAC Limited Partnership
Piedmont Electric 1Vlembership
Corporation
Blue Cross and Blue Shield of
North Carolina
Bell South Telephone and
Telegraph Company
US CT LLC
University Mall
Corium LLC
Europa Center
Exchange at Meado«~mont
2005-06 Budget C"ommentary
Assessed Percentage of
Type of Enterprise Valuation Assessed Value
Public Utility $ 80,340,341 .67%
Apartment Rental 62,458,685 .52
Public Utility 40,641,781 .34
Health Insurance 45,196,539 .38
Public Utility 34,864,985 .29
Property Owners Trust 49,985,519 .42
Retail Outlet 35,492,447 .30
Health Insurance 32,408,893 .27
Hotel and Office Rental 24,868,917 .21
Office Complex 21,027,895 .18
$426,890,002 3.57°io
Ad valorem tax collections through January 2006 for real property were approximately
95.8% of the levy which is on target with budget expectations. Motor Vehicle tax collections
were also coming within budget estimates. It is expected that other revenues will also come in
on target and that expenditures will be on target. The 2005-2006 budget includes a General Fund
C-883836v4 13361.00022 2
appropriation of $149.8 million. This budget contains all required appropriations to meet the
current as «~ell as projected debt sel-~~ice payments.
Pension Plans
The County participates in the North Carolina Local Governmental Employees'
Retirement System.
North Carolina Local Governmental Employees' Retirement System -The North
Carolina Local Governmental Employees' Retirement System is a service agency administered
through a board of trustees by the State for public employees of counties, cities, boards,
commissions and other similar governmental entities. While the State Treasurer is the custodian
of system funds, administrative costs are borne by the participating employer governmental
entities. The State makes no contributions to the system.
The system provides, on a uniform system-wide basis, retirement and, at each employer's
option, death benefits from contributions made by employers and employees. Employee
members contribute six percent of their individual compensation. Each new employer makes a
normal contribution plus, where applicable, a contribution to fund any accrued liability over a
24-year period. The normal contribution rate, uniform for all employers, is currently 4.8~
percent of eligible payroll for general employees and x.27 percent of eligible payroll for la~~~
enforcement officers. The accrued liability contribution rate is deternined separately for each
employer and covers the liability of the employer for benefits based on employees' service
rendered prior to the date the employer joins the system.
Ivlembers qualify for a vested deferred benefit at age 50 with at least 20 years of
creditable service; at age 6Q after at least five years of creditable service to the unit of local
government. Unreduced benefits are available: at age 65, with at least f°ive years of service; at
age 60, with at least 25 years of creditable service; or after 3U years of creditable service,
regardless of age. Benefit payments are computed by taking an average of the annual
compensation for the four consecutive years of membership service yielding the highest average.
This average is then adjusted by a percentage formula, by a total years of service factor, and by
an age service factor if the individual is not eligible for unreduced benefits.
Contributions to the system are determined on an actuarial basis.
For information concerning the County's participation in the North Carolina Local
Governmental Employees' Retirement System and the Supplemental Retirement. Income Plan of
North Carolina see the Notes to the County's Audited Financial Statements in Appendix A.
Financial statements and required supplementary information for the North Carolina
Local Governmental Employees' Retirement System are included in the Comprehensive Annual
Financial Report ("CAFR"} for the State. Please refer to the State's CAFR for additional
information.
C-883836v4 13361.00022 29
Contingent Liabilities
The County is not aware of any contingent liabilities which it expects would materially
adversely affect its ability to meet its financial obligations.
SL1M11~~RY OF PRINCIPAL LEGAL DOCLIMENTS
Summaries of the Financing Contract, Trust Agreement and Deed of Trust, including a
list of definitions of certain terms, are included as Appendix B hereto. Such summaries do not
purport to be complete, and are limited in all respects by reference to the complete documents.
See the introduction hereof for information on the availability of copies of these documents.
LEGAL MATTERS
Litigation
There is no litigation pending (including that disclosed herein) or, to the County's
knowledge, threatened which could have a material adverse impact on the County's condition,
financial or otherwise. In addition, no litigation is no~~~ pending or, to the County's knowledge,
threatened seeking to restrain or enjoin the authorization, execution or delivery of the 2006A
Certificates or the Financing Contract or the Deed of Trust or contesting the validity or the
authority or proceedings for the authorization, execution or delivery of the 2006A Certificates,
the Financing Contract or the Deed of Trust, or the creation, organization, corporate existence or
powers of the County, or the title of any of the present officers thereof to their respective offices
or the authority or proceedings for the execution and delivery of the Financing Contract or the
Deed of Trust by the County or its authority to carry out its obligations thereunder.
Opinions of C~omtsel
The proposed fornl of Special Counsel's opinion is included as Appendix C hereto.
Certain legal opinions will be delivered for the County by its counsel, for the Company by its
counsel and for the Underwriters by their counsel.
Each counsel's legal opinion expresses such counsel's professional judgment as to the
legal issues explicitly addressed in the opinion. By rendering a legal opinion, an opinion giver
does not become an insurer or guarantor of that expression of professional judgment, of the
transaction opined upon, or of the future performance of parties to the transaction. In addition,
the rendering of an opinion does not guarantee the outcome of any legal dispute that may arise
out of the transaction.
Special Counsel has not been engaged to investigate the County's operations or condition
or the County's ability to provide for payments on the Financing Contract (and resulting
payments on the 2006A Certificates). Special Counsel will express no opinion as to the
County's ability to provide for such payments.
C-883836v4 13361.00022 3
Tax Treatment [OIP & OID language]
Opinion of Special Counsel. In the opinion of Special Counsel, under existing law,
interest components of payments so designated and made by the County with respect to the
2006A Certificates (1) will not be included in gross income for federal income tax purposes, (2)
t~~ill not be a specific item of tax preference for purposes of the federal alternative minimum
income tax imposed on individuals and corporations; however, with respect to corporations (as
defined for federal income tax purposes), such interest will be taken into account in determining
adjusted current earnings for purposes of computing the alternative minimum income tax on
corporations, and (3) will be exempt from existing State of North Carolina income taxation.
Special Counsel will express no other opinion regarding the federal or North Carolina tax
consequences of the ownership of or the receipt or accrual of interest on the 2446A Certificates.
Special Counsel's opinion does not address the tax-exempt status of payments on the
2446A Certificates derived from parties other than the County (for example, payments derived
from proceeds of a foreclosure on the Mortgaged Property), even if those payments are
denominated as interest with respect to the 2446A Certificates.
Special Counsel will give its opinion in reliance upon certifications by County
representatives and others as to certain facts relevant to the opinion. The County has covenanted
to comply with the provisions of the Internal Revenue Code of 198b, as amended through the
date of deliver•~~ of the 2446A Certificates (the "Code"), regarding, among other matters, the use,
expenditure and investment of the proceeds derived from the sale of the 2006A Certificates and
the timely payment to the United States of any arbitrage profit with respect to the 2046A
Certificates. The County's failure to comply with such covenants could cause interest on the
2446A Certificates to be included in gross income for federal income tax purposes retroactively
to the date of issuance of the 2046A Certificates.
Other Tax Consequences. In addition to the matters addressed above, prospective
purchasers of the 200&A Certificates should be aware that the ownership of tax-exempt
obligations may result in collateral federal income tax consequences to certain taxpayers,
including without limitation financial institutions, property and casualty insurance companies,
certain S corporations, certain foreign corporations subject to the branch profits tax, corporations
subject to the environmental tax, recipients of Social Security or Railroad Retirement benefits
and taxpayers t~~ho may be deemed to have incurred or continued indebtedness to purchase or
carry tax-exempt obligations. Prospective purchasers of the 2006A Certificates should consult
their tax advisors as to the applicability and impact of such consequences.
Interest on the 2446A Certificates may or may not be subject to state or local taxation in
jurisdictions other than North Carolina. Prospective purchasers of the 2406A Certificates should
consult their own tax advisors as to the status of interest on the 2006A Certificates under the tax
laws of any such jurisdiction other than North Carolina.
CONTINUING DISCLOSURE OBLIG:~TION
In accordance with the requirements of Rule 15c2-12 promulgated by the Securities and
Exchange Commission ("SEC") under the Securities Exchange Act of 1934 ("Rule 1 Sc2-12"),
C-883836v4 13361.00022 31
the County has undertaken in the Financing Contract, for the benefit of the beneficial owners of
the ZOObA Certificates, to provide:
(1) by not later than seven months after the end of each fiscal year of the
County, commencing June 30, 2006, to each nationally recognized municipal securities
information repository (each, a "NRt~ISIR") and to the appropriate state information
depository, if any, for the State of Nol-th Carolina ("SID"), the audited financial
statements of the County 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 then
available, unaudited financial statements of the County for such Fiscal Year to be
replaced subsequently by audited financial statements of the County to be delivered
within 15 days after such audited financial statements become available for distribution;
(2) by not later than seven months after the end of each fiscal year of the
County, commencing June 30, 2006, to each NRMSIR and to the SID, if any, (a) the
financial and statistical data as of a date not earlier than the end of such fiscal year for the
type of information included under the captions "THE COUNTY- Debt Information" and
"- Tax Information" herein (excluding any information on overlapping or underlying
debt) and (b) 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 above;
(3) in a timely manner to each NRMSIR or to the IVlunicipal Securities
Rulemaking Board (the "MSRB") and to the SID, if any, notice of the occurrence of any
of the folio«~~ing events with respect to the 2006A Certificates, if material:
(a) principal and interest payment delinquencies;
(b) non-payment related defaults;
(c) unscheduled draws on debt service reserves reflecting financial
difficulties;
(d) unscheduled draws on credit enhancements reflecting financial
difficulties;
(e) substitution of credit or liquidity providers, or their failure to
perform;
(f) adverse tax opinions or events affecting the tax-exempt status of
the 200bA Certificates;
(g) modifications to rights of beneficial owners of the 2006A
Certificates;
(h) call of any of the 2006A Certificates for prepayment.;
(i) defeasance of any of the 2006A Certificates;
(j) release, substitution, or sale of property securing repayment of the
2006A Certificates;
(k) rating changes; and
(4) in a timely manner to each NRMSIR or to the MSRB and to the SID, if
any, notice of the failure by the County to provide the required annual financial
information described in (1) and (2) above on or before the date specified.
C-883836v4 13361.00022 32
At present, Section 159-34 of the General Statutes of North Carolina requires the
County's financial statements to be prepared in accordance with generally accepted accounting
principles and to be audited in accordance with generally accepted auditing standards.
If the County fails to comply with the undertaking described above, any beneficial owner
of the 2006A Certificates may take action to protect and enforce the rights of the beneficial
owners with respect to such undertaking, including an action for specific performance. A failure
by the County to comply with its Rule 15c2-12 undertaking, however, will not be an event
of default raider the Financuig Contract and will not result in acceleration of the
Installment Payments.
The County, at its option, may make any filing required by this undertaking solely by
transmitting such filing to the Texas Municipal Advisory council (the "MAC") as provided at
http:;', «~«~«~.disclosureusa.org, unless the SEC has withdrawn the interpretive advice in its letter
to the MAC dated September 7, 2004.
The County may modify from time to time, consistent with Rule 15c2-12, the
information to be provided, to the extent necessary or appropriate in the judgment of the County,
but: (1) 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; (2) the information to be provided, as modified, would have complied with
the requirements of Rule 15c2-12 as of the date of this Official Statement, after taking into
account any amendments or interpretations of Rule 15c2-12 as well as any changes in
circumstances; and (3) any such modification does not materially impair the interest of the
beneficial owners, as determined by parties unaffiliated with the County (such as the Trustee or
nationally recognized bond counsel) or by the approving vote of the beneficial owners of a
majority in principal amount of the 2006A Certificates then Outstanding pursuant to the terms of
the Indenture, 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. The County's Rule 15c2-12
undertaking will terminate on payment, or provision having been made for payment in a manner
consistent with Rule 15c2-12, in full of the Installment Payments or the 2006A Certificates.
The County has not failed to provide any information to be provided by any undertaking
previously made by the County pursuant to the requirements of Rule 15c2-12.
MISCELLANEOUS
Ratings
As shown on the cover, the 2006A Certificates have been rated by Moody's Investors
Service ("Moody's"), by Standard & Poor's Rating Services, a division of The McGraw-Hill
Companies {"Standcxrcl af~cl Poor's"), and by Fitch, Inc. (`Fitch").
Ful-ther explanation of the significance of such ratings may be obtained from Moody's,
Standard & Poor's and Fitch. The ratings are not a recommendation to buy, sell or hold the
2006A Certificates and should be evaluated independently. There is no assurance that such
C-883836v4 13361.00022 3 ~
ratings will not be «~ithdrawn or revised downward by Moody's, Standard & Poor's or Fitch.
Such action may have an adverse effect on the market price of the 2006A Certificates. Neither
the County nor the Underwriters have undertaken any responsibility after the issuance of the
2006A Certificates to assure maintenance of the ratings or to oppose any such revision or
withdraw al.
Underwriting
The Underwriters have agreed to purchase the 20~6A Certificates at a purchase price of
$ (the principal amount of the 2046A Certificates less an underwriters' discount of
$ }. The Underwriters are committed to take and pay for all of the 2Q06A
Certificates if any are taken. The Underwriters' obligations under the 200bA Certificate
Purchase Agreement is subject to certain terms and conditions, including the approval of certain
legal matters by counsel.
:approval
The County has duly authorized the delivery of this Official Statement.
C-883836v4 13361.00022 ~~
APPENDIY A
COUNTS"S FINANCIAL STATEMENTS
C'-883836v~1 13361.000''2
APPENDIX B
SUMNL~IRY OF PRINCIPAL LECTAL DOCUMENTS
C'-883836v~1 13361.000''2
APPENDIY C
PROPOSED FORM OF SPECIAL COUNSEL'S OPINION
C'-883836v~1 13361.000''2
APPENDIY D
BOOK-ENTRY-ONLY SYSTENT
C'-883836v~1 13361.000''2
APPENDIZ D
BOOB-ENTRY-ONLY SYSTEM
The Depository Trust Company ("DTC"), Ner~~ York, New York, will act as securities
depository for the 2UU6A Certificates. The 2UU6A Certificates will be delivered as fully-
registered certificates registered in the name of Cede ~ Co., DTC's partnership nominee, or such
other name as may be requested by an authorized representative of DTC.
One fully-registered cei-titicate in the aggregate principal amount of each maturity (and
one for each interest rate within a maturity, if applicable) of the 200&A Certificates will be
registered in the name of Cede 8z Co., as nominee for DTC, and will be deposited with DTC. SO
LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE 2UU6A CERTIFICATES,
AS DTC'S PARTNERSHIP NOMINEE, REFERENCES HEREIN TO THE OWNERS OR
REGISTERED 0~~4TNERS OF THE 2006A CERTIFICATES SHALL MEAN CEDE & CO.
AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE 2U06A CERTIFICATES.
The following description of DTC, of procedures and record keeping on beneficial
o~~~nership interests in the 20U6A Certificates, payment of interest and other payments on the
2UU5A Certificates to DTC Participants or to Beneficial Owners, confirmation and transfer of
beneficial ownership interests in the 2UU6A Certificates and of other transactions by and between
DTC, DTC Participants and Beneficial Owners is based on information furnished by DTC.
DTC, the world's largest securities depository, is alimited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation"
t~~ithin the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-U.S. equity
issues, corporate and municipal debt issues and money market instruments from over 1 UU
countries that DTC's direct participants {"Direct Participants"} deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities through electronic computerized book-entry transfers and
pledges between Direct Participants' accounts. This eliminates the need for physical movement
of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC
is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation {"DTCC").
DTCC, in turn, is owned by a number of its Direct Participants and Members of the National
Securities Clearing Corporation, Fixed Income Clearing Corporation and Emerging Markets
Clearing Corporation, as «~ell as by the Ne«T York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC
system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,
banks, and trust companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly {"Inc~ir•ect Participants"). DTC has Standard & Poor's
highest rating: AAA. The DTC Rules applicable to its Direct and Indirect Participants are on the
C'-883836v~1 13361.000''2
file with the Securities and Exchange Commission. Vlore information about DTC can be found
at www.dtcc.com and www.dtc.org.
Purchases of the 2006A Certificates under the DTC system must be made by or through
Direct Participants, which will receive a credit for the 2006A Certificates on DTC's records.
The ownership interest of actual purchasers of the 2006A Certificates ("Benefrcicrl Owners") is in
turn recorded on the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchases. Beneficial Owners are, however,
expected to receive written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participants through which the
Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2006A
Certificates are to lie accomplished by entries made on the books of Direct and Indirect
Participants acting on behalf of the Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in the 2006A Certificates, except in the event
that use of the book-entry system for the 2006A Certificates is discontinued.
To facilitate subsequent transfers, all 2006A Certificates deposited by Direct Participants
with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other
name as may be requested by an authorized representative of DTC. The deposit of 2006A
Certificates «~~ith DTC and their registration in the name of Cede & Co. or such other DTC
nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the 2006A Certificates; DTC's records reflect only the identity of the
Direct Participants to whose accounts the 2006A Certificates are credited, which may or may not
be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants and by Direct and Indirect Participants to Beneficial
Owners t~-ill be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Beneficial O«~ners of the 2006A Certificates
may «~ish to take certain steps to augment transmission to them of notices of significant events
with respect to the 2006A Certificates, such as redemptions, tenders, defaults and proposed
amendments to the security documents.
Redemption notices will be sent to DTC. If less than all the 2006A Certificates within a
maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of
each Direct Participant in such maturity to be redeemed.
Neither DTC nor Cede & Co. {nor any other DTC nominee) will consent or vote with
respect to the 2006A Certificates. Under its usual procedures, DTC mails an Omnibus Proxy to
the County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the 2006A Certificates
are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments with respect to the 2006A Certificates will be made to
Cede & Co. or such other nominee as may be requested by an authorized representative of DTC.
DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and
C-883836v4 13361.00022 D-2
corresponding detail information from the County or the Trustee on each payable date in
accordance with their respective holdings shown on DTC's records. Payments by Direct and
Indirect Participants to Beneficial O«7ners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of customers in bearer
form or registered in "street name,'' and will be the responsibility of such Direct and Indirect
Participants and not of DTC, the County or the Trustee, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and interest to DTC
(or such other nominee as lnay be requested by an authorized representative of DTC) is the
responsibility of the Paying Agent, disbursement of such payments to Direct Participants will be
the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be
the responsibility ofthe Direct and Indirect Participants.
DTC may discontinue providing its service as depository with respect to the 200b A
Certificates at any time by giving reasonable notice to the County or the Trustee. Under such
circumstances, in the event that a successor depository is not obtained, 2006A Certificate
certificates are required to be printed and delivered. The County may decide to discontinue the
system of book-entry-only transfers through DTC (or a successor securities depository). In that
event, 2006A Certificate certificates will be printed and delivered to DTC.
THE COUNTY AND THE TRUSTEE SHALL NOT HAVE ANY RESPONSIBILITI'
OR OBLIGATIONS TO THE DIRECT PARTICIPANTS, TO THE INDIRECT
PARTICIPANTS OR TO ANY BENEFICIAL OWNER WITH RESPECT TO (I} THE 2006
CERTIFICATES; (II) THE ACCURACY OF ANY" RECORDS NI AINTAINED BY DTC, ANY"
DIRECT PARTICIPANT OR ANY" INDIRECT PARTICIPANT; (III) THE PAY"MENT BY"
DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT
IN RESPECT OF THE PRINCIPAL OR INTEREST WITH RESPECT TO THE 2006A
CERTIFICATES; (I<<~) ANY NOTICE ~~4~HICH IS PERKIITTED OR REQLIIRED TO BE
GIVEN TO OWNERS BY DTC UNDER THE SERIES RESOLUTION; {V) THE SELECTION
BY" DTC OR ANY DIRECT OR INDIRECT PARTICIPANT OF ANY PERSON TO RECEIVE
PAYMENT IN THE EVENT OF A PARTI_~L REDE11~iPTION OF THE 2006 CERTIFICATES;
OR (VI) ANY" CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS
NOMINEE AS O~A'NER.
Any provision of the Trust Agreement or of the 2006A Certificates requiring physical
delivery of the 2006A Certificates will, with respect to any 2006A Certificates held under a
book-entry system, be deemed to be satisfied by a notation on the register maintained by the
Trustee that such 2006A Certificate s are subject to abook-entry system.
THE INFORMATION INCLUDED UNDER THIS CAPTION CONCERNING DTC
AND DTC'S BOOK-ENTRY SYSTEM HAS BEEN PROVIDED BY DTC. NO
REPRESENTATION IS MADE BY THE COUNTY" AS TO THE ACCURACY" OR
ADEQUACY OF SUCH INFORMATION PROVIDED BY DTC OR AS TO THE ABSENCE
OF l~~IATERIAL ADVERSE CHANGES IN SUCH INFORMATION SUBSEQUENT TO THE
DATE HEREOF.
The County and the Trustee cannot and do not give any assurances that DTC, Direct Participants
or Indirect Participants twill distribute to the Beneficial O«~~ners of the 2006A Certificates
C-883836v4 13361.00022 D-3
(1) payments of principal of and interest on, the 2006A Certificates, (2) confirmation of
ownership interests in 2006A Certificates, (iii) redemption or other notices sent to DTC or Cede
& Co., its nominee, as the registered owner of the 2006A Certificates, or that they will do so on a
timely basis or that DTC, Direct Participants or Indirect Participu7ts ~~~ill sel-~7e and act. in the
maiuler described in this Official State~me~nt.
C-883836v4 13361.00022 D-4