HomeMy WebLinkAboutAgenda 05-02-2019 - 6-a - Adoption of the Final Financing Resolution Authorizing the Issuance of $16,950,000 in Installment Purchase Financing for Various Capital Investment Plan Projects 1
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: May 2, 2019
Action Agenda
Item No. 6-a
SUBJECT: Adoption of the Final Financing Resolution Authorizing the Issuance of
$16,950,000 in Installment Purchase Financing for Various Capital Investment
Plan Projects
DEPARTMENT: Finance and Administrative
Services
ATTACHMENT(S): INFORMATION CONTACT:
Attachment 1. Resolution Approving Gary Donaldson, (919) 245-2453
Financing Terms and Paul Laughton, (919) 245-2152
Documents for 2019 Robert Jessup, (919) 933-9891
Installment Financing
Attachment 2. Deed of Trust
Attachment 3. Trust Agreement
Attachment 4. Bond Purchase Agreement
Attachment 5. PowerPoint
PURPOSE: To adopt the final financing resolution authorizing the issuance of approximately
$16,950,000 in installment financing to finance capital investment projects and equipment for
the fiscal year, and including amounts to pay transaction costs.
BACKGROUND: At the March 19, 2019 meeting, the Board of County Commissioners received
preliminary information of capital projects and equipment financing for the year. At that meeting,
the Board made a preliminary determination to finance costs of these projects and equipment by
the use of an installment financing, as authorized under Section 160A-20 of the North Carolina
General Statutes. The financing will also include amounts to pay transaction costs.
The Statutes require that the County conduct a public hearing on the proposed financing and
refinancing contracts. The County conducted a public hearing at the March 19, 2019 meeting,
and adopted the resolution supporting the application to the Local Government Commission
(LGC) for approval of the financing. County staff has been in contact with the LGC staff, and
staff expects no issues with receiving LGC approval.
If the Board adopts the final financial resolution authorizing final approval to the financing at
tonight's meeting, staff expects the LGC to approve the financing plan at the LGC's meeting on
May 7, 2019. Under the current schedule, staff expects to set the final interest rates and other
terms of the financing in April 2016, and to close on the financing the week of May 27th. It is
requested that the Board approve a financing amount not to exceed $16,950,000 and a
maximum interest rate of 4.00%.
2
The 55-page Draft Preliminary Official Statement is available upon request from the County's
Finance and Administrative Services staff.
FINANCIAL IMPACT: There will be a financial impact in proceeding with the financing. At
current rates, preliminary estimates of maximum debt service applicable to the capital
investment projects and equipment financing would require the highest debt service payment of
$1.7 Million in FY 2021. A portion of this debt financing is related to projects where the debt
service payments will be paid from Article 46 Sales Tax and Solid Waste Program Fees.
RECOMMENDATION(S): The Manager recommends that the Board approve the resolution
authorizing the steps to proceed with the financing of the stated capital projects and equipment.
3
RES-2019-026 Attachment 1
Resolution providing final approval of terms and
documents for Spring 2019 installment financing
WHEREAS-
The Board of Commissioners has previously determined to carry out the
acquisition and construction of various public improvements, as identified in the
County's capital improvement plan, and in particular the projects shown on Exhibit
A.
The Board has made a tentative determination to carry out the financing by
using an installment financing, as authorized under Section 160A-20 of the North
Carolina General Statutes. This financing plan also includes the use of limited
obligation bonds, which represent interests in the installment payments to be made
by the County that can be sold to investors.
The County staff has made available to the Board the draft documents listed
on Exhibit B (the "Documents"), and a draft of an official statement designed to
provide information about the County and the financing to prospective investors in
the bonds. These items relate to the County's carrying out the financing plan.
This resolution provides the County Board's final approval of the financing
terms and the substantially final financing documents.
BE IT THEREFORE RESOLVED by the Board of Commissioners of Orange
County, North Carolina, as follows:
1. Determination to Proceed with Financing -- The Board confirms its
decision to carry out the proposed installment financing as described above.
Under the financing plan, the County will receive funds from the sale of the
limited obligation bonds to carry out the projects. The County will repay the funds
over time, with interest. The County will secure its repayment obligation by granting
a mortgage-like interest in some or all of the following facilities: (a) the County's
Government Services Annex at 208 S. Cameron St. in Hillsborough, along with the
4
County's Link Center and the District Attorney's office building; (b) the County's
Emergency Operations Center on Meadowlands Drive in Hillsborough, (c) the
County's Visitors Center on Franklin St. in Chapel Hill, and (d) the proposed site of
the new Northern County Campus.
2. Approval of Documents; Direction to Execute Documents -- The
Board approves the forms of the Documents submitted to this meeting. The Board
authorizes the Chair and the County Manager, or either of them, to execute and
deliver those Documents to which the County is a party. The Documents in their
respective final forms must be in substantially the forms presented, with changes as
the Chair or the County Manager may approve. The execution and delivery of any
Document by an authorized County officer will be conclusive evidence of that
officer's approval of any changes.
The Documents in final form, however, must provide for the principal amount
of limited obligation bonds to not exceed $16,950,000, an annual true interest cost
of the financing not to exceed 4.00% and a financing term not to extend beyond
December 31, 2039. The amount financed under the Documents may include
amounts to pay financing expenses and other necessary and incidental costs.
3. Sale of Bonds; Approval of Official Statement - The Board appoints
FTN Financial Capital Markets, as senior manager, and Robert W. Baird & Co.
Incorporated, as co-manager, to underwrite a public offering of the proposed limited
obligation bonds.
The Board approves the draft official statement submitted to this meeting as
the form of the preliminary official statement pursuant to which the underwriters
will offer the bonds for sale. The preliminary official statement as distributed to
prospective investors must be in substantially the form presented, with such
changes as the Finance Officer may approve. The Board directs the Finance Officer,
after the sale of the bonds, to complete and otherwise prepare the preliminary
official statement as an official statement in final form.
The Board authorizes the use of the preliminary official statement and the
final official statement (collectively, the "Official Statement") by the underwriters in
connection with the sale of the bonds.
5
The Board acknowledges that it is the County's responsibility, and ultimately
the Board's responsibility, to ensure that the Official Statement in its final form
neither contains an untrue statement of a material fact nor omits to state a material
fact required to be included therein for the purpose for which such Official
Statement is to be used or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
4. Officers to Complete Closing - The Board authorizes the County
Manager, the Finance Officer and all other County officers and employees to take all
proper steps to complete the financing in accordance with the terms of this
resolution.
The Board authorizes the County Manager to hold executed copies of all
financing documents authorized by this resolution in escrow on the County's behalf
until the conditions for their delivery have been completed to her satisfaction, and
then to release the executed documents for delivery to the appropriate persons or
organizations.
Without limiting the generality of the previous paragraphs, the Board
specifically authorizes the County Manager (a) to approve and enter into, on behalf
of the County, any additional agreements appropriate to carry out the financing plan
contemplated by this resolution, and (b) to approve changes to any documents
previously signed by County officers or employees, provided that the changes do not
substantially alter the intent from that expressed in the form originally signed. The
County Manager's authorization of the release of any document for delivery will
constitute conclusive evidence of her approval of any changes.
In addition, the County Manager and the Finance Officer are authorized to take
all appropriate steps for the efficient and convenient carrying out of the County's on-
going responsibilities with respect to the financing. This authorization includes,
without limitation, contracting with third parties for reports and calculations that
may be required under the Documents, this resolution or otherwise with respect to
the bonds.
5. Other Financing Participants - Sanford Holshouser LLP will serve as
the County's bond counsel. Davenport & Company LLC will serve as the County's
financial adviser. The Bank of New York Mellon Trust Company, N.A., will serve as
6
Trustee under the Supplemental Trust Agreement referenced in Exhibit B.
6. Miscellaneous Provisions - The Board authorizes all County officers
and employees to take all further action as they may consider desirable to carry out
the purposes of this resolution. In particular, the Board directs the Clerk to this
Board to apply the County's seal to the final form Documents, and to attest to the
application of the seal. The Board ratifies all prior actions of County officers and
employees to this end. Upon the unavailability or refusal to act of the County
Manager, the Chair or the Finance Officer, any other of those officers may assume
any responsibility or carry out any function assigned in this resolution. In addition,
the Vice Chair or any Deputy or Assistant Clerk may carry out or exercise any rights
or responsibilities assigned in this resolution to the Chair or the Clerk. The Board
repeals all other Board proceedings, or parts of proceedings, in conflict with this
resolution, to the extent of the conflict. This resolution takes effect immediately.
7
Exhibit A - list of projects to be financed with estimated amounts
Component Estimated Cost
IT Infrastructure and Governance Council Initiatives $ 455,410
Sheriff- Body Cameras 300,000
Parks and Recreation Facility Renovations 100,000
Vehicle Replacements 689,328
Solid Waste System- Trucks 984,000
Communication Systems - Portable Radios 505,000
Emergency Services (Backup Center Equipment) 969,000
Facility Improvements (Accessibility/ Security/ HVAC) 70,000
Link Center Improvements 483,219
IT Broadband Connectivity 210,000
Land/ Easements (Conservation & Mountains to Sea Trail) 370,000
Schools Facilities Improvements 2,681,499
School Capital 3,000,000
Historic Rogers Road Neighborhood Community Center/
Infrastructure 1263225
Meadowlands Emergency Center Remediation 2,153,20�
Government Services Annex Remediation 879,160
Battle Courtroom Remediation 217,000
District Attorney building Remediation 41,143
Solid waste system — High Rock Convenience Center
Construction 571,000
Hillsborough EDD — utility projects 1,300,000
Total Projects $ 16,105,193
The County also expects to use financing proceeds to pay financing costs.
8
Exhibit B -- Draft Documents
(a) A draft dated April 16, 2019, of a Supplemental Trust Agreement to be
dated on or about May 1, 2019, between the County and The Bank of New York
Mellon Trust Company, N.A. (the "Trustee"), providing for the advance of funds to the
County, for the issuance of limited obligation bonds, for the County's obligation to
repay the amounts advanced, and for the County's responsibilities for the use and
care of the collateral
(b) A draft dated April 16, 2019, of a Deed of Trust Supplement to be dated
on or about May 1, 2019, from the County to a deed of trust trustee for the Trustee's
benefit, providing for a security interest in property to secure the County's
obligations under the Bonds and the other financing documents.
(c) A draft of a Bond Purchase Agreement to be dated on or about May 15,
2019, providing for the underwriters' obligation to purchase the bonds. The final
form of this Agreement will set out the final principal amount, principal payment
schedule and interest rates for the bonds, and the other terms and conditions for the
underwriters' obligation to purchase the bonds.
9
Attachment 2
s*h draft of 46116
Prepared by and return after recording to:
Robert M. Jessup Jr.
Sanford Holshouser LLP
209 Lloyd St., Suite 350
Carrboro, NC 27510
PINs 9874-15-3612
9864-39-2344, 9864-39-8253, 9864-39-7758
9874-80-2738
9788-15-1996
Brief description:
Link Center Building at 200 S. Cameron St., Government Services
Annex at 208 S. Cameron St. and District Attorney's office building at 144 E.
Margaret Lane, all in Hillsborough
Future North Campus Site off Highway 70
Emergency Operations Center on Meadowlands Drive in Hillsborough
Visitors Center on Franklin St. in Chapel Hill
(supplements RB 6486, Page 413)
STATE OF NORTH CAROLINA ) The collateral is or includes fixtures.
ORANGE COUNTY ) This instrument secures future advances.
DEED OF TRUST SUPPLEMENT
10
THIS DEED OF TRUST SUPPLEMENT (this "Supplement") is dated as of May
1, 2019, and is granted by ORANGE COUNTY, NORTH CAROLINA, a political
subdivision of the State of North Carolina (the "County"), to Amy K. Johnson, as
trustee (the "Deed of Trust Trustee"), for the benefit of THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,AS TRUSTEE ("BNY-M").
RECITALS:
The County is issuing its $ Limited Obligation Bonds, Series 2019
(the "2019 Bonds"), under a First Supplemental Trust Agreement dated as of May 1,
2019 (the "2019 Agreement"), between the County and BNY-M, as trustee. The
County is issuing the 2019 Bonds to provide funds, to be used together with other
available funds, to acquire, construct, equip and otherwise improve a variety of
County facilities and assets, as well as to pay financing costs and other related costs.
The 2019 Agreement supplements a Trust Agreement dated as of June 1,
2018 (the "2018 Agreement"), between the County and BNY-M, as trustee. Under
the 2018 Agreement, the County issued its $7,S10,000 Limited Obligation Bonds,
Series 2018 (the "2018 Bonds"), and secured its repayment obligation with respect
to the 2018 Bonds by granting a security interest in the Mortgaged Property, as
defined below.
The parties have now agreed that the Mortgaged Property will also secure the
County's repayment obligations with respect to the 2019 Bonds as provided in the
2019 Agreement.
Accordingly, this Supplement supplements the Deed of Trust and
Security Agreement granted by the County for the benefit of BNY-M dated as of
June 1, 2018 (the "2018 Deed of Trust"), and recorded at RB 6486, Page 413, Orange
County Registry.
The Mortgaged Property includes the real property and facilities described in
Exhibit A. The County is the record owner of that real property.
The County executes and delivers this Supplement to secure current advances
under the 2019 Agreement of$ _as well as outstanding advances under
2
11
the 2018 Agreement of approximately $ , and potential future advances
up to a total maximum principal amount of $200,000,000, all as described and
pursuant to the 2018 Deed of Trust. The time during which such future advances may
be made is 30 years from June 1, 2018. The current scheduled date for final
repayment of amounts secured under this Supplement and the 2019 Deed of Trust
is
NOW, THEREFORE,
(1) in consideration of the execution and delivery of the 2019 Bonds and
the 2019 Agreement as a supplement to the 2018 Agreement, and other good and
valuable consideration, the receipt and sufficiency of which the County
acknowledges,
(2) to secure the County's performance of all its covenants under this
Supplement, the 2018 Deed of Trust, the 2018 Agreement, the 2019 Agreement, the
2018 Bonds and the 2019 Bonds (together, the "Loan Documents"), and
(3) to charge the Mortgaged Property, as defined below, with that payment
and performance,
the County sells, grants and conveys to the Deed of Trust Trustee, her successors
and assigns forever, in trust, with power of sale, the "Mortgaged Property," as
defined in the 2018 Deed of Trust, which includes the property described in Exhibit
A.
TO HAVE AND TO HOLD the Mortgaged Property with all privileges and
appurtenances belonging thereunto, to the Deed of Trust Trustee, her successors
and assigns forever, upon the trusts, terms and conditions and for the purposes set
out below, in fee simple in trust;
SUBJECT, HOWEVER, to the encumbrances described in Exhibit B;
BUT THIS CONVEYANCE IS MADE UPON THIS SPECIAL TRUST: if the
County pays its "Obligations," as defined in Section 1-1 below, in full and in
accordance with the Loan Documents, and the County complies with all the terms,
covenants and conditions of the Loan Documents, this conveyance will be null and
3
12
void and will be canceled of record at the County's request and cost, and title will
revert as provided by law;
BUT IF, HOWEVER, THERE OCCURS AN EVENT OF DEFAULT UNDER THE
LOAN DOCUMENTS, then BNY-M will have the remedies provided for in this
Supplement and the 2018 Deed of Trust (together, the "Modified Deed of Trust"),
including directing the Deed of Trust Trustee to sell the Mortgaged Property under
power of sale.
The County covenants with the Deed of Trust Trustee and BNY-M that the
County is seized of and has the right to convey the Mortgaged Property in fee simple,
that the Mortgaged Property is free and clear of all liens and encumbrances other
than Permitted Encumbrances, as defined in the 2018 Agreement and the 2019
Agreement, that title to the Mortgaged Property is marketable, and that the County
will forever warrant and defend title to the Mortgaged Property (subject to the
Permitted Encumbrances) against the claims of all persons.
THE COUNTY COVENANTS AND AGREES with the Deed of Trust Trustee and
BNY-M (and their respective heirs, successors and assigns), in consideration of the
foregoing, as follows:
1. Security Provided
1-1 Security for Payment and Performance. The Modified Deed of
Trust secures the County's payment, as and when the same become due and
payable, of all amounts payable by the County under the Loan Documents (the
"Obligations") and the County's timely compliance with all terms, covenants and
conditions of (a) the Loan Documents and (b) any Additional Bonds, as defined in
and as may be executed and delivered pursuant to the 2018 Agreement.
1-2 Present and Future Advances. This Deed of Trust is executed to secure
all the County's present and future obligations to the Trustee related to the
Mortgaged Property as described in and pursuant to the 2018 Deed of Trust. The total
amount, including present and future obligations, that may be secured by this Deed of
Trust at any one time is $200,000,000. The period within which future obligations
may be incurred is 30 years from June 1, 2018.
4
13
1-3 Waiver of Rights To Release. The County waives and surrenders its
rights under Section 1-6(c) of the 2018 Deed of Trust to release buildings and related
property without otherwise complying with the requirements of Section 1-6(b) of the
2018 Deed of Trust
1-4 2018 Deed of Trust Otherwise Confirmed. Except as provided by
this Supplement, the County ratifies, approves and confirms the terms of the 2018
Deed of Trust.
1-5 County's Obligation Limited. Notwithstanding any other provision
of the Loan Documents, the parties intend that this transaction will comply with
North Carolina General Statutes Section 160A-20. No deficiency judgment may be
entered against the County in violation of Section 160A-20.
No provision of this Supplement should be construed or interpreted as
creating a pledge of the County's faith and credit within the meaning of any
constitutional debt limitation. No provision of this Supplement should be construed
or interpreted as an illegal delegation of governmental powers, nor as an improper
donation or lending of the County's credit within the meaning of the North Carolina
constitution. The County's taxing power is not and may not be pledged, directly or
indirectly contingently, to secure any moneys due under this Supplement.
Nothing in this Section is intended to impair or prohibit foreclosure under the
Modified Deed of Trust if the Obligations are not paid when due or otherwise upon
the occurrence of an Event of Default under the Loan Documents.
No provision of this Supplement restricts the County's future issuance of any
of its bonds or other obligations payable from any class or source of the County's
moneys (except to the extent the Loan Documents restrict the incurrence of
additional obligations secured by the Mortgaged Property).
To the extent of any conflict between this Section and any other provision of
this Supplement, this Section takes priority.
2. Miscellaneous
2-1 Notices.
s
14
(a) Any communication provided for in this Supplement must be in writing
(not to include facsimile transmission or electronic mail).
(b) Any communication under this Supplement will be deemed given on
the delivery date shown on a United States Postal Service certified mail receipt, or a
delivery receipt (or similar evidence) from a national commercial package delivery
service, if addressed as follows:
(i) if to the County, to Orange County Manager, Re: Notice under
2019 LOBS Deed of Trust, Post Office Box 8181, Hillsborough, NC 27278
(ii) if to the Deed of Trust Trustee, to Deed of Trust Trustee, c/o
The Bank of New York Mellon Trust Company, N.A., Re: Notice for 2019
Financing for Orange County, 10161 Centurion Parkway North,
Jacksonville, FL 32256
(iv) if to BNY-M, to The Bank of New York Mellon Trust Company,
N.A., Re: Notice for 2019 Financing for Orange County, 10161 Centurion
Parkway North, Jacksonville, FL 32256
(c) Any addressee may designate additional or different addresses for
communications by notice given under this Section to each of the others. The County
must send copies of any notices it sends to the Deed of Trust Trustee also to BNY-M.
2-2 Definitions. All capitalized terms used in this Supplement and
not otherwise defined have the meanings ascribed to them otherwise in the Loan
Documents.
2-3 Governing Law; Forum. The County, BNY-M and the Deed of Trust
Trustee intend that North Carolina law will govern this Supplement and all matters
of its interpretation. To the extent permitted by law, the County, BNY-M and the
Deed of Trust Trustee agree that any action brought with respect to this Supplement
must be brought in the North Carolina General Court of Justice in Orange County,
North Carolina.
2-4 Limitation of Liability of Officers and Agents. No officer, agent or
employee of the County, BNY-M or the Deed of Trust Trustee will be subject to any
personal liability or accountability by reason of the execution of this Supplement or
6
15
any other documents related to the transactions contemplated by this Supplement.
Those officers or agents are deemed to execute documents in their official capacities
only, and not in their individual capacities. This Section does not relieve any officer,
agent or employee from the performance of any official duty provided by law.
2-5 Covenants Run with the Land. All covenants contained in this
Supplement run with the real estate encumbered by this Supplement.
2-6 Further Instruments. Upon the request of BNY-M or the Deed of Trust
Trustee, the County will execute, acknowledge and deliver any further instruments
reasonably necessary or desired by BNY-M or the Deed of Trust Trustee to carry out
more effectively the purposes of this Supplement or any other document related to
the transactions contemplated by this Supplement, and to subject to the liens and
security interests of this Supplement all or any part of the Mortgaged Property
intended to be given or conveyed, whether now given or conveyed or acquired and
conveyed subsequent to the date of this Supplement.
2-7 Entire Agreement; Amendments. This Supplement, together with
the other Loan Documents, constitutes the County's entire agreement with the
Trustee and the Deed of Trust Trustee with respect to its general subject matter.
This Supplement may not be changed except in accordance with the other Loan
Documents. The consent of the Deed of Trust Trustee is not required for any
changes.
[The remainder of this page has been left blank intentionally.]
16
IN WITNESS WHEREOF, the County has caused this instrument to be signed,
sealed and delivered by duly authorized officers, as of the day and year first above
written.
(SEAL)
ATTEST: ORANGE COUNTY,
NORTH CAROLINA
By:
Donna S. Baker Bonnie B. Hammersley
Clerk, Board of Commissioners County Manager
STATE OF NORTH CAROLINA;
ORANGE COUNTY
I, a Notary Public of such County and State, certify that Bonnie B. Hammersley
and Donna S. Baker personally came before me this day and acknowledged that they
are the County Manager and the Clerk of the Board of Commissioners, respectively,
of Orange County, North Carolina, and that by authority duly given and as the act of
such County, the foregoing instrument was signed in the County's name by such
County Manager, sealed with its corporate seal and attested by such Clerk.
WITNESS my hand and official stamp or seal, this day of May, 2019.
[SEAL]
Notary Public
My commission expires:
[Deed of Trust Supplement dated as of May 1, 2019
for the benefit of The Bank of New York Mellon Trust Company, N.A., as Trustee]
8
17
EXHIBIT A - Pledged Sites Description
TRACT 1 [Government Service Annex -- Approximately 12,000-square foot
building located at 208 S. Cameron St., Hillsborough]
BEING that certain property containing 9.202 acres, more or less, adjacent
to South Cameron Street as shown on a plat entitled "Recombination Survey
Properties of Orange County" as prepared by Riley Surveying, P.A. dated
June 5, 2007 and recorded June 7, 2007 in Plat Book 102, Page 36, Orange
County Register of Deeds.
PIN Number: 9874-15-3612
TRACT 2 [North Campus SiteL-
PARCEL 1
BEING all of Lot 1 containing 10.40 acres, more or less, as shown on plat
entitled "Leroy Hall Estate Partition" and recorded in Plat Book 94, Page 68,
Orange County Registry.
and being the same property as:
Lot 1 as shown on plat entitled "Boundary & Physical Survey prepared for
The County of Orange properties of Mary Copeland and Wayne & Betsy
Tilley" by Riley Surveying, P.A., dated January 22, 2019 and recorded in Plat
Book 118, Page 105, Orange County Registry.
Address: 524 W. Hill Avenue N., Hillsborough, NC 27278
PIN: 9864-39-2344
PARCEL 2
BEING all of Lot 2 containing 8.90 acres, more or less, as shown on plat
entitled "Leroy Hall Estate Partition" and recorded in Plat Book 94, Page 68,
Orange County Registry.
and being the same property as:
Lot 2 as shown on plat entitled "Boundary & Physical Survey prepared for
The County of Orange properties of Mary Copeland and Wayne & Betsy
9
18
Tilley" by Riley Surveying, P.A., dated January 22, 2019 and recorded in Plat
Book 118, Page 105, Orange County Registry.
Address: 520 Orange Heights LP, Hillsborough, NC 27278
PIN: 9864-39-8253
PARCEL 3
BEING all of Lot 4A containing 2.00 acres, more or less, as shown on plat
entitled "Leroy Hall Estate Partition" and recorded in Plat Book 94, Page 68,
Orange County Registry.
and being the same property as:
Lot 4A as shown on plat entitled "Boundary & Physical Survey prepared for
The County of Orange properties of Mary Copeland and Wayne & Betsy
Tilley" by Riley Surveying, P.A., dated January 22, 2019 and recorded in Plat
Book 118, Page 105, Orange County Registry.
Address: 1020 US 70 West, Hillsborough, NC 27278
PIN: 9864-39-7758
TRACT 3 [E-911 Center in the Meadowlands --_Approximately 22,000-square
foot building located on Meadowlands Drive, Hillsborough)
BEGINNING at a point located in the eastern margin of the 60 foot wide
right-of-way of Meadowlands Drive, said beginning point being further
located South 12' 12' 30" West 360.84 feet from a nail located at the
intersection of the center line of Meadowlands Drive with the center line of
the 60 foot wide right-of-way of N.C. Highway 70; and running thence from
said beginning point South 73' 36' 46" East 407.39 feet to a point; thence
South 04' 48' 02" West 329.70 feet to a point; thence North 67' 16' 01" West
494.62 feet to a point located in the aforesaid easterly margin of the right-of-
way of Meadowlands Drive; thence with said easterly margin of the right-of-
way of Meadowlands Drive in two calls as follow: (1) with the arc of a
circular curve to the left having a radius of 525.05 feet (and a chord course
and distance of North 23' 54' 22" East 134.12 feet), an arc distance of
134.49 feet to a point; thence (2) North 160 34' 02" East 135.34 feet to the
point or place of BEGINNING; containing 3.00 acres and being Lot A as
shown on a survey entitled "Subdivision of Property Surveyed for
Meadowlands Associates" by Alois Callemyn Land Surveyors dated February
10
19
26, 1996 and recorded in Plat Book 75, Page 146, in the Orange County
Registry.
PIN Number: 9874-80-2738
TRACT 4 [Visitor's Center Building, Franklin Street-- Approximately 7,400-
square foot building located at 501 W. Franklin St., Chapel Hill]
BEING all of that 13,953 square foot, more or less, parcel labeled as PIN
Number: 9788-15-1996 as shown on survey entitled "Physical Survey
prepared for the County of Orange" dated as of July 8, 1996 and last revised
on July 17, 1996 completed by Jose L. Torres, Registered Land Surveyor, L-
3771 and recorded in Plat Book 76, Page 103, Orange County Registry.
PIN Number: 9788-15-1996
20
EXHIBIT B -- Existing Encumbrances
As to Tract 1:
1. Subject to Matters shown on plats recorded in Plat Book 102, Page 34; Plat
Book 102, Page 36; Plat Book 59, Page 179; and Plat Book 110, Page 91.
2. Conservation Easement to Orange County recorded in Book 4296, page 308.
3. Title to that portion of the Land lying below the mean high water mark of Eno
River.
4. Riparian rights incident to the Land.
S. Easement to the Town of Hillsborough recorded in Book 1030, Page 546.
6. Easement(s) to Duke Power Company recorded in Book 1146, Page 153.
7. Right of Way Agreement between Orange County and Duke Energy Carolinas,
LLC recorded in Book 5905, Page 73.
As to Tract 2:
1. Subject to matters shown on plat recorded in Plat Book 118, Page 105.
2. Subject to matters shown on plat recorded in Plat Book 94, Page 68 including
a 30-foot joint driveway easement and septic easement located on the Land.
3. Rights of others for ingress and egress purposes in and to the use of
easements located on the Land.
4. Commissioners' Second Revised Final Report recorded in Book 3446, Page 26
and Order of Confirmation recorded in Book 3446, Page 29.
S. Title to that portion of the Land within the right-of-way of US Hwy 70 and
West Hill Ave.
6. Easement(s) to Duke Power Company recorded in Book 114, Page 95.
As to Tract 3:
1. Restrictions appearing of record in Book 654, Page 517 and amended in Book
1081 at Page 425, but this policy insures that a violation thereof will not
cause a forfeiture or reversion of Title.
2. Subject to matters shown on plat recorded in Plat Book 75, Page 146.
3. Easement(s) to Town of Hillsborough recorded in Book 804, Page 444.
4. Easement(s) to Duke Power Company recorded I Book 676, Page 500.
S. Easement(s) to Public Service Company of North Carolina recorded in Book
1083, Page 235.
6. Title to that portion of the Land within the right-of-way of Meadowland Drive.
7. Termination Agreement recorded in Book 4126, Page 346.
8. Town of Hillsborough Conditional Use Permit #2007-04 recorded in Book
4416, Page 496.
12
21
As to Tract 4:
1. Subject to matters shown on plats recorded in Plat Book 76, Page 103; Plat
Book 16, Page 27; and Plat Book 49, Page 72.
2. Party Wall Agreement recorded in Book 194, Page 47.
3. Sewer Easement to Marjorie Patricia Perl recorded in Book 316, Page 636.
4. Encroachment Agreement between Orville B. Campbell and Chapel Hill
Publishing Company, Inc. recorded in Book 705, page 72.
13
22
Attachment 3
s*h draft of April 16
First Supplemental Trust Agreement
by and between
Orange County, North Carolina
and
The Bank of New York Mellon Trust
Company, N.A., as Trustee
Relating to the issuance of
Limited Obligation Bonds
Series 2019
23
THIS FIRST SUPPLEMENTAL TRUST AGREEMENT is dated as of May 1,
2019 (this "Supplemental Agreement"), is between ORANGE COUNTY, NORTH
CAROLINA, a political subdivision of the State of North Carolina (the "County"), and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking
association having an office in Jacksonville, Florida, as trustee (the "Trustee"), and
relates to the execution and delivery of $ Limited Obligation Bonds,
Series 2019 (the "2019 Bonds").
RECITALS
The County and the Trustee executed and delivered a Trust Agreement dated
as of June 1, 2018 (the "2018 Agreement" and with this Supplemental Agreement
the "Trust Agreement"). The 2018 Agreement provides for the issuance of a 2018
series of limited obligation bonds (the "2018 Bonds"), and allows for the issuance of
additional series of limited obligation bonds. The 2018 Agreement provides that the
parties will enter into a supplemental agreement for each issue of limited obligation
bonds.
The County and the Trustee are now entering into this Supplemental
Agreement to supplement the 2018 Agreement and provide for the issuance of the
2019 Bonds as additional bonds under the Trust Agreement. The 2019 Bonds are
issued and secured on a parity with the 2018 Bonds.
The County is issuing the 2019 Bonds to provide funds to be used, together
with other available funds, on a project (the "Project") to acquire, construct, equip
and otherwise improve a variety of County facilities and assets, including those
described in Exhibit A, and to pay financing costs and other related costs.
Each of the 2019 Bonds represents an "installment contract" within the
meaning of Section 160A-20 of the North Carolina General Statutes, between the
County and the owner of that Bond. The Trustee serves under this Supplemental
Agreement for and on behalf of the bondholders.
Unless the context clearly requires otherwise, capitalized terms used in this
Supplemental Agreement and not otherwise defined have the meanings set forth in
Exhibit B or in the Trust Agreement.
1
24
NOW, THEREFORE, in consideration of the mutual covenants and contained
in this Supplemental Agreement, the parties agree as follows:
ARTICLE I
THE 2019 BONDS
Section 1.01. Provision for 2019 Bonds; Advance. (a) The County will
issue, and the Trustee will authenticate and deliver, 2019 Bonds in an aggregate
principal amount of$
(b) The County is being paid $ from the sale of the 2019
Bonds. The County acknowledges that the amount paid to it is equal to the face
amount of the 2019 Bonds (i) reduced by the amount of a discount for the
underwriting of the 2019 Bonds and (ii) increased by the net original issue premium
in the offering of the 2019 Bonds. The County will use the amount advanced as
provided in this Supplemental Agreement to pay 2019 Project Costs.
Section 1.02. Bonds Constitute Installment Contracts. Each of the
2019 Bonds, together with the County's corresponding obligations under the Trust
Agreement and the Modified Deed of Trust, constitutes a separate "installment
contract" within the meaning of Section 160A-20 between the County and the owner
of that Bond. The County's payment obligations, and its other obligations under this
Agreement and with respect to the Bonds, are secured by the lien on the Mortgaged
Property created under the Modified Deed of Trust and by the other security
provided for in the Trust Agreement.
Section 1.03. Agreement Supplements 2018 Agreement; 2019
Bonds Are Additional Bonds. This Supplemental Agreement is a "supplemental
agreement" for the issuance of Additional Bonds as provided in the 2018
Agreement, and the 2019 Bonds are "Additional Bonds" as defined in the 2018
Agreement. Except as modified by this Supplemental Agreement, all terms of the
2018 Agreement remain in effect and apply with respect to the 2019 Bonds to the
same extent as to the 2018 Bonds.
Section 1.04. Form and Details; Payments. The 2019 Bonds will be
designated "Limited Obligation Bonds, Series 2019," and will be in substantially the
2
25
form of Exhibit C, with any changes as the Trust Agreement permits or requires. The
2019 Bonds will be numbered R-1 upward for identification. The 2019 Bonds are
payable as to interest semiannually until payment on each Payment Date at the
following rates (calculated based on a 360-day year consisting of twelve 30-day
months), and are payable as to principal on October 1 in the following years and
amounts:
Maturity Principal Annual Interest
Date (October 1) Amount f$1 Rate
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
3
26
2035
2036
2037
2038
2039
Exhibit D shows a schedule of payments due on the 2019 Bonds with respect
to each Payment Date. Upon any redemption of the 2019 Bonds, the County will
recalculate the schedule of payments to reflect the redemption, and will then deliver
a substitute Exhibit D to the Trustee reflecting the recalculated payment schedule.
Section 1.05. Prepayment Dates and Prices. The 2019 Bonds are
subject to prepayment as described in Section 2.01.
Section 1.06. Delivery of 2019 Bonds. The Trustee will authenticate
and deliver the 2019 Bonds when it has received the following items:
a) Certified copies of County Board resolutions (i) approving the
terms and conditions under which the 2019 Bonds are to be executed and
delivered and (ii) authorizing the execution, delivery and issuance of the 2019
Bonds, this Supplemental Agreement, and the Deed of Trust Supplement
b) Evidence satisfactory to the Trustee that the LGC has approved
the issuance of the 2019 Bonds
c) An executed copy of this Supplemental Agreement
d) An executed copy of the Deed of Trust Supplement, which
extends the benefit of the security provided to the Trustee under the 2018 Deed
of Trust to secure the County's performance of its obligations under this
Supplemental Agreement and 2019 Bonds, as contemplated by Section 1.06(iv)
of the 2018 Agreement.
4
27
e) An Opinion of Bond Counsel to the effect that the execution and
delivery of the 2019 Bonds as Additional Bonds is permitted under the terms of
the 2018 Agreement and has been duly authorized
f) A County Certificate directing the Trustee as to the application of
the proceeds from the sale of the 2019 Bonds
g) Evidence of the issuance or proposed issuance of one or more
lender's title insurance policies (or an appropriate endorsement to an existing
policy) in favor of the Trustee, in an aggregate face amount of insurance equal to
the total amount of Outstanding Bonds plus the principal amount of the 2019
Bonds, and including the instrument referenced in (d) above as an insured
instrument
Section 1.07. Limited Obligation. The 2019 Bonds are limited
obligations of the County, as provided and described in Section 4.05 of the 2018
Agreement.
ARTICLE II
REDEMPTION
Section 2.01. Redemption Dates and Prices. The 2019 Bonds are subject
to redemption only as provided in this Section.
(a) Optional Redemption - The 2019 Bonds maturing on or after October 1,
20_, are subject to redemption at the County's option, in whole or in part on any
date on or after October 1, 20_, upon payment of the principal amount to be
redeemed plus interest accrued to the redemption date, without premium.
(b) Mandatory Sinking Fund Redemption -- The 2019 Bonds maturing on
October 1, 20_, are required to be redeemed in part prior to maturity pursuant to
the terms of the sinking fund requirements of Section 2.05 at a redemption price
equal to the principal amount to be redeemed plus interest accrued to the
redemption date, without premium.
Section 2.02. Selection of 2019 Bonds for Redemption.
5
28
(a) If less than all the 2019 Bonds are to be redeemed pursuant to
subsection 2.01(a), they will be redeemed among maturities in any manner the
County chooses.
(b) If less than all of the 2019 Bonds of any maturity are to be redeemed,
the Trustee must select the 2019 Bonds to be redeemed by lot; provided, however,
that so long as a book-entry system with DTC is used for determining beneficial
ownership of 2019 Bonds, if less than all of the 2019 Bonds within a maturity are to
be redeemed, the parties agree that DTC may determine which of the 2019 Bonds
within the maturity are to be redeemed in accordance with DTC's then-current rules
and procedures.
(c) In any case, (i) the portion of any 2019 Bond to be redeemed must be
in the principal amount of $5,000 or some integral multiple thereof, and (ii) in
selecting 2019 Bonds for redemption, each 2019 Bond will be considered as
representing that number of 2019 Bonds which is obtained by dividing the principal
amount of that 2019 Bond by $5,000. If a portion of a 2019 Bond is called for
redemption, the County will prepare, and the Trustee will deliver a new 2019 Bond
of the same series in principal amount equal to the unpaid portion to the registered
owner upon the surrender of the 2019 Bond.
Section 2.03. Redemption Notices. (a) The Trustee, at the County's
direction, upon being satisfactorily indemnified with respect to expenses, and with
at least two Business Days' notice, will send notice of redemption no less than 30
nor more than 60 days prior to the redemption date, as follows:
(i) For any 2019 Bonds being called for redemption for which DTC or its
nominee is the registered owner, to DTC, in whatever manner may be provided for
under DTC's standard operating rules as then in effect (and if the Trustee is unable
to determine those rules, by registered or certified mail, return receipt requested);
(ii) For any 2019 Bonds for which no book-entry-only system of
registration is in effect, to each of the registered owners of those 2019 Bonds at
their addresses as shown on the Trustee's registration books, by registered or
certified mail; and
6
29
(iii) In any case, both (A) to the MSRB for posting on the EMMA System and
(B) to the LGC.
The County, however, acknowledges and agrees that the Trustee is not acting as the
disclosure or dissemination agent for purposes of Rule 15c2-12 in connection with
any notice to be posted with the MSRB via the EMMA System.
Failure to give any notice specified in (i) or (ii), as applicable, or any defect in
that notice, will not affect the validity of any proceedings for the redemption of any
2019 Bonds with respect to which no failure has occurred. Failure to give any notice
specified in (iii), or any defect in that notice, will not affect the validity of any
proceedings for the redemption of any 2019 Bonds with respect to which the notice
specified in (i) or (ii) is correctly given. Any notice mailed as provided in this
Agreement will conclusively be presumed to have been given regardless of whether
received by any Owner.
(b) Any redemption notice, except a redemption notice in respect of a
sinking fund payment date, may state that the redemption to be effected is
conditioned upon --
(i) the Trustee's receipt on or prior to the redemption date of moneys
sufficient to pay the principal of and interest on the 2019 Bonds to be
prepaid; or
(ii) any other condition not unacceptable to the Trustee.
If a notice contains a condition and the Trustee either (i) does not receive
moneys sufficient to pay the principal of and premium, if any, and interest on the
2019 Bonds on or prior to the redemption date, or (ii) the stated condition is not
fulfilled,
in either case on or prior to the redemption date,
then redemption will not be made, and the Trustee must, within a reasonable
time, give notice the same way the redemption notice was given that the moneys
were not so received (or condition was not fulfilled) and the redemption was not
made.
7
30
(c) Each redemption notice must specify (i) the complete designation of
the 2019 Bonds to be redeemed, (ii) the CUSIP numbers of the 2019 Bonds to be
redeemed, (iii) the dated dates, maturity dates and interest rates of the 2019 Bonds
to be redeemed, (iv) the date fixed for redemption, (v) any conditions to the
redemption, as contemplated by subsection (b) above, (vi) the principal amount of
2019 Bonds or portions thereof to be redeemed, (vii) the applicable redemption
price, (viii) the address of the place or places of payment, (ix) the Trustee's name
and telephone number, and the name of a contact person, (x) that interest accrued
to the date fixed for redemption will be paid as specified in the notice, and (xi) that
on and after the established redemption date interest on 2019 Bonds which have
been redeemed will cease to accrue. The Trustee must also include in any
redemption notice any additional information provided by the County for use in the
notice.
Section 2.04. 2019 Bonds Payable on Redemption Date; Interest Ceases
To Accrue. If on or before the date fixed for redemption funds are deposited with
the Trustee to pay the principal of and interest accrued to the redemption date on
2019 Bonds called for redemption, the 2019 Bonds (or portions of 2019 Bonds)
called for redemption cease to accrue interest from and after the redemption date.
Thereafter, those 2019 Bonds (a) are no longer entitled to the benefits provided by
the Trust Agreement and (b) are not deemed to be Outstanding under the Trust
Agreement.
Section 2.05. Mandatory Sinking Fund Redemption. (a) The Trustee, from
amounts received from or on behalf of the County, will redeem 2019 Bonds
maturing on October 1, 20_, on October 1 in years and amounts upon payment of
100% of the principal amount thereof plus interest accrued to the redemption date,
as follows:
Year Amount ($1
8
31
*Final maturity
The Trustee shall take all appropriate action to withdraw funds from the Principal
Account and make timely payment to the Owners of the Term Bonds subject to
sinking fund redemption.
(b) Notwithstanding the foregoing, on or before the 70th day next
preceding any sinking fund payment date, the County may do either of the following:
(i) deliver to the Trustee for cancellation Term Bonds required to be
redeemed on that sinking fund payment date in any aggregate principal amount
desired; or
(ii) instruct the Trustee to apply a credit against the County's sinking fund
payment obligation for any Term Bonds that previously have been redeemed (other
than through the operation of the sinking fund requirements) and canceled by the
Trustee but not previously applied as a credit against any sinking fund payment
obligation.
The Trustee will credit against the County's sinking fund payment obligation on
each sinking fund payment date the amount of 2019 Bonds so purchased, delivered
or previously redeemed as described in paragraphs (i) or (ii) above.
(c) Within seven days of receipt of the funds, Term Bonds or instruction to
apply a credit (as described in subsection (b) above), the County will deliver a
County Certificate to the Trustee directing that any amounts remaining in the
Principal Account in excess of the amount required to fulfill the remaining required
principal and sinking fund redemption obligations on the next sinking fund payment
date be either (i) transferred to the Interest Account or (ii) used to redeem 2019
Bonds as soon as practicable (as may be specified in the Certificate). In the absence
of any written direction from the County, the Trustee will deposit those amounts to
the Interest Account.
ARTICLE III
DEPOSIT AND USE OF 2019 PROCEEDS; OTHER FUNDS
9
32
Section 3.01. Disbursement of Proceeds. The Trustee will apply
proceeds from the sale of the 2019 Bonds as provided in the certificate described in
Section 1.06(e).
Section 3.02. Creation and Use of 2019 Proceeds Fund. The Trustee
will establish a special fund designated as the "Orange County 2019 Proceeds Fund."
The Trustee will keep this Fund separate and apart from all other funds and moneys
held by it, and will hold and administer this Fund as provided in this Supplemental
Agreement. Moneys in the 2019 Proceeds Fund will be expended only as described
in Sections 3.03 and 3.04. The Trustee is not required to disburse any moneys from
the 2019 Proceeds Fund during the continuation of any Event of Default.
Section 3.03. Deposits to 2019 Proceeds Fund; Payment of Project
Costs. (a) The Trustee will deposit into the 2019 Proceeds Fund the amount
specified in the certificate referenced in Section 1.06(f) and all other amounts paid
to it for deposit in the 2019 Proceeds Fund.
(b) The Trustee will disburse moneys in the 2019 Proceeds Fund from
time to time, either to pay 2019 Project Costs directly or to reimburse the County for
previous expenditures on any of those costs, upon receipt by the Trustee of a
requisition substantially in the form of Exhibit E. The Trustee will accept
requisitions that the County submits by electronic mail or by facsimile transmission.
The Trustee may rely conclusively on requisitions as authorization for payments,
and the Trustee has no duty or responsibility to verify any matters in the
requisitions.
(c) Unless otherwise directed by the County, the Trustee will disburse
moneys from the 2019 Proceeds Fund that are due to the County by wire transfer to
any bank account in the United States as the County may designate to the Trustee
from time to time.
Section 3.04. Transfer of Unexpended Proceeds. Upon the first to
occur of(a) June 15, 2022, or (b) receipt of a County Certificate stating that there are
no more Project Costs to be paid from the 2019 Proceeds Fund, the Trustee will
withdraw all remaining moneys in the 2019 Proceeds Fund and deposit those
moneys in the Payment Fund. The Trustee will then apply those moneys to Bond
10
33
payments as directed by a County Representative. In the absence of any direction
from the County, the Trustee will deposit those moneys in the Interest Account and
use them to pay interest on the 2019 Bonds as the same becomes due.
Section 3.05. Use of Funds and Accounts from 2018 Agreement. The
Trustee is to maintain and administer the Bond Payment Fund (and its principal and
interest accounts) and the Net Proceeds Fund established under the 2018
Agreement to the same effect and purpose as provided in the 2018 Agreement with
respect to the 2019 Bonds as to the 2018 Bonds and all Bonds generally.
ARTICLE IV
OTHER MODIFIED PROVISIONS
Section 4.01. County's Updated Undertaking for Continuing
Disclosure. The County undertakes, for the benefit of the beneficial owners of the
Bonds, to provide the following items and information to the Municipal Securities
Rulemaking Board ("MSRB"):
(a) by not later than seven months from the end of each of the County's
Fiscal Years, beginning with the Fiscal Year that ends June 30, 2019, audited County
financial statements for such fiscal year, if available, prepared in accordance with
Section 159-34 of the General Statutes of North Carolina, as it may be amended from
time to time, or any successor statute, or, if such audited financial statements are
not available by seven months from the end of any fiscal year, unaudited County
financial statements for such fiscal year, to be replaced subsequently by audited
County financial statements to be delivered within 15 days after such audited
financial statements become available for distribution;
(b) by not later than seven months from the end of each of the County's
Fiscal Years, beginning with the Fiscal Year that ends June 30, 2019, the financial
and statistical data as of a date not earlier than the end of the preceding fiscal year
(which data will be prepared at least annually, will specify the date as to which such
information was prepared and will be delivered with any subsequent material
events notices specified in subparagraph (c) below) for the type of information
[included in Appendix A to the final Official Statement relating to the 2019 Bonds
under the captions "Debt Information" and "Tax Information" (excluding any
11
34
information on overlapping or underlying debt)] to the extent such items are not
included in the audited financial statements referred to in (a) above;
(c) in a timely manner, not in excess of ten Business Days after the
occurrence of the event, notice of any of the following events with respect to the
2019 Bonds:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults, if material;
(3) unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax
status of the Bonds, or other material events affecting the tax status of the Bonds;
(7) modifications to rights of the beneficial owners of the Bonds, if
material;
(8) calls for redemption of the Bonds (other than calls pursuant to sinking
fund redemption), if material, and tender offers;
(9) defeasances;
(10) release, substitution or sale of any property securing repayment of the
Bonds, if material;
12
35
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similar proceedings related to
the County or any other person or entity that may at any time become legally
obligated to make payments on the Bonds (collectively, the "Obligated Persons");
(13) the consummation of a merger, consolidation, or acquisition involving
an Obligated Person or the sale of all or substantially all of the assets of the
Obligated Person, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if material;
(14) Appointment of a successor or additional trustee or the change of name
of a trustee, if material;
(15) Incurrence of a financial obligation of the County, if material, or
agreement to covenants, events of default, remedies, priority rights, or other similar
terms of a financial obligation of the County or any Obligated person, any of which
affect Bondholders, if material; and
(16) Default, event of acceleration, termination event, modification of terms
or other similar events under the terms of a financial obligation of the County, any of
which reflect financial difficulties; and
(d) in a timely manner, notice of a failure of the County to provide required
annual financial information described in (a) or (b) above on or before the date
specified.
In this Section, "financial obligation" means (a) a debt obligation, (b) a
derivative instrument entered into in connection with, or pledged as security or a
source of payment for, an existing or planned debt obligation, or (c) a guarantee of
an obligation described in either clause (a) or (b). The term "financial obligation"
shall not include municipal securities as to which a final official statement has been
provided to the MSRB consistent with Rule 15c2-12.
13
36
For the purposes of the events identified in subparagraph (c)(12) above, the
event is considered to occur when any of the following occurs: the appointment of a
receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under
the U.S. Bankruptcy Code or in any other proceeding under state or federal law in
which a court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of the Obligated Person, or if such
jurisdiction has been assumed by leaving the existing governing body and officials
or officers in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of
reorganization, arrangement or liquidation by a court or governmental authority
having supervision or jurisdiction over substantially all of the assets or business of
the Obligated Person.
If the County fails to comply with the undertaking described above, the
Trustee may take action to protect and enforce the rights of all the beneficial owners
of the 2019 Bonds with respect to such undertaking, including an action for specific
performance; provided, however, that failure to comply with such undertaking will
not be an Event of Default and will not result in any acceleration of payment of the
2019 Bonds. All actions will be instituted, had and maintained in the manner
provided in this paragraph for the benefit of all beneficial owners of the 2019 Bonds.
The County must provide the documents and other information referred to
above to the MSRB in an electronic format as prescribed by the MSRB and
accompanied by identifying information as prescribed by the MSRB.
The County may discharge its undertaking as set forth in this Section by
providing such information in any manner that the United States Securities and
Exchange Commission subsequently authorizes in lieu of the manner described
above.
The County reserves the right to modify from time to time the information to
be provided to the extent necessary or appropriate in the County's judgment,
provided that:
(A) any such modification may only be made in connection with a change
in circumstances that arises from a change in legal requirements, change in law, or
change in the identity, nature, or status of the County;
14
37
(B) the information to be provided, as modified, would have complied with
the requirements of Rule 15c2-12 as of the date of the final Official Statement, after
taking into account any amendments or interpretations of Rule 15c2-12, as well as
any changes in circumstances; and
(C) any such modification does not materially impair the interests of the
beneficial owners, as determined either by parties unaffiliated with the County or by
the approving vote of the Majority Owners pursuant to the terms of this Trust
Agreement, 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 provisions of this Section will terminate upon payment, or provision
having been made for payment, in a manner consistent with Rule 15c2-12, in full of
the principal of and interest on all the Bonds.
Section 4.02. Definition of "Restricted Yield." With respect to the 2019
Bonds, a "Restricted Yield" means a "yield," within the meaning of Treas. Regs. Secs.
1.103-13(c), -13(d), 1.148-9T(a), or any successor or other provision that may be
applicable, not in excess of a "yield" equal to %.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01. Notices.
(a) Any communication provided for in this Supplemental Agreement or
the 2019 Bonds must be in writing (not to include facsimile transmission or
electronic mail, except as provided in Section 3.03).
(b) Any communication under this Supplemental Agreement will be
deemed given on the delivery date shown on a United States Postal Service certified
15
38
mail receipt, or a delivery receipt (or similar evidence) from a national commercial
package delivery service, if addressed as follows:
(i) if to the County, to Orange County Manager, Re: Notice under 2019
LOBS Trust Agreement, Post Office Box 8181, Hillsborough, NC 27278
(ii) if to the Trustee, to The Bank of New York Mellon Trust Company, N.A.,
Re: Notice for 2019 Financing for Orange County, 10161 Centurion Parkway North,
Jacksonville, FL 32256
(iv) If to the LGC, to the North Carolina Local Government Commission,
Attn: Secretary of the Commission, Re: Notice for 2019 Orange County LOBS
Financing, Bonds, Longleaf Building, 3200 Atlantic Ave., Raleigh, NC 27604
(c) Any communication sent under this Agreement must also be sent to the
County and the Trustee, along with any other parties to which the communication
may be addressed. Any party sending a communication under this Supplemental
Agreement that relates to amendments or defaults must also send a copy to the LGC.
(d) Any addressee (including the LGC) may designate additional or
different addresses for communications by notice given under this Section to each of
the others.
(e) Whenever this Supplemental Agreement requires the giving of a notice,
the person entitled to receive the notice may waive the notice, in writing. The giving
or receipt of the notice will then not be a condition to the validity of any action taken
in reliance upon the waiver.
Section 5.02. Consent to Jurisdiction. The Trustee consents to jurisdiction
in the State of North Carolina for any lawsuit arising from this Supplemental
Agreement, or from the related transactions contemplated by this Supplemental
Agreement.
Section 5.03. Binding Effect; Limitation of Rights. This Supplemental
Agreement is binding upon, inures to the benefit of and is enforceable by the parties
and their respective successors and assigns. Nothing expressed or implied in this
Supplemental Agreement or the 2019 Bonds gives any person other than the
16
39
Trustee, the County and the Owners any right, remedy or claim under or with
respect to this Supplemental Agreement.
Section 5.04. Severability. If any provision of this Supplemental Agreement
is determined to be unenforceable, that does not affect any other provision of this
Supplemental Agreement.
Section 5.05. Counterparts. This Supplemental Agreement may be signed in
several counterparts, including separate counterparts. Each will be an original, but
all of them together constitute the same instrument.
Section 5.05. Definitions; Rules of Interpretation. Unless the context
clearly requires otherwise, capitalized terms used as defined terms in this
Supplemental Agreement and not otherwise defined have the meanings set forth in
Exhibit A, and if not defined there will have the meanings set forth in the 2018
Agreement. This Supplemental Agreement will be interpreted in accordance with
the rules of interpretation set forth in Exhibit A.
[The remainder of this page has been left blank intentionally.]
17
40
IN WITNESS WHEREOF, the parties have caused this First Supplemental
Trust Agreement to be executed in their corporate names by their duly authorized
officers, all as of May 1, 2019.
(SEAL)
ATTEST: ORANGE COUNTY,
NORTH CAROLINA
By:
Donna S. Baker Bonnie B. Hammersley
Clerk, Board of Commissioners County Manager
The Bank of New York
Mellon Trust Company, N.A.,
as Trustee
By:
Terence Rawlins,Vice President
[First Supplemental Trust Agreement dated as of May 1, 2019]
18
41
Exhibit A - list of projects to be financed with estimated amounts
Component Estimated Cost
IT Infrastructure and Governance Council Initiatives $ 455,410
Sheriff- Body Cameras 300,000
Parks and Recreation Facility Renovations 100,000
Vehicle Replacements 689,328
Solid Waste System- Trucks 984,000
Communication Systems - Portable Radios 505,000
Emergency Services (Backup Center Equipment) 969,000
Facility Improvements (Accessibility/ Security/ HVAC) 70,000
Link Center Improvements 483,219
IT Broadband Connectivity 210,000
Land/ Easements (Conservation & Mountains to Sea Trail) 370,000
Schools Facilities Improvements 2,681,499
School Capital 3,000,000
Historic Rogers Road Neighborhood Community Center/
Infrastructure 1263225
Meadowlands Emergency Center Remediation 2,153,20�
Government Services Annex Remediation 879,160
Battle Courtroom Remediation 217,000
District Attorney building Remediation 41,143
Solid waste system - High Rock Convenience Center
Construction 571,000
Hillsborough EDD - utility projects 1,300,000
Total Projects $ 16,105,193
The County also expects to use financing proceeds to pay financing costs.
The amounts stated above are estimates only. The County may use any
portion of the Amount Advanced for any of the Financed Facilities or any of the
Financing Costs, subject to the County's obligation to undertake and complete those
19
42
components of the project related to the Pledged Facilities and the limitation on the
use of funds only for Project Costs.
Improvements related to the Pledged Facilities include to the
County's Emergency Operations Center.
20
43
EXHIBIT B - Definitions; Rules of Construction
For all purposes of this Supplemental Agreement, unless the context requires
otherwise, the following terms have the following meanings. Other defined terms
used in this Supplemental Agreement are defined in the Recitals and the body of this
Supplemental Agreement.
"2018 Agreement" means the Trust Agreement dated as of June 1, 2018,
between the County and The Bank of New York Mellon Trust Company, N.A., as
trustee, as it may be properly amended or supplemented from time to time.
"2018 Bonds" means the County's Limited Obligation Bonds, Series 2018,
originally issued in the aggregate principal amount of $7,510,000 pursuant to the
2018 Agreement.
"2018 Deed of Trust" means the Deed of Trust and Security Agreement dated
as of June 1, 2018, from the County to a Deed of Trust Trustee for the County's
benefit, which the County delivered to secure its obligations under the 2018
Agreement.
"2019 Bonds" means the County's Limited Obligation Bonds, Series 2019,
originally issued in the aggregate principal amount of $ pursuant to the
2018 Agreement and this Supplemental Agreement.
"2019 Proceeds Fund" means the Orange County 2019 Bond Proceeds Fund
established pursuant to Section 3.02.
"2019 Project" has the meaning assigned in the preambles to this
Supplemental Agreement.
"2019 Project Costs" means "Project Costs," as defined in the 2018
Agreement, related to the 2019 Project. As provided in the 2018 Agreement,
Financing Costs are a subset of Project Costs.
"2019 Term Bonds" means the 2019 Bonds maturing in the years _
21
44
"Deed of Trust Supplement" means the instrument of that name dated as of
May 1, 2019, from the County for the Trustee's benefit, which supplements the 2018
Deed of Trust.
"Modified Deed of Trust" means the 2018 Deed of Trust as modified by the
Deed of Trust Supplement.
"Payment Date" with respect to the 2019 Bonds means each April 1 and
October 1, beginning October 1, 2019.
"Supplemental Agreement" means this First Supplemental Trust Agreement,
as it may be properly amended or supplemented from time to time.
"Term Bonds" means Bonds of any Series that are designated as Term Bonds,
including the 2019 Bonds maturing on October 1, 20xx.
All other capitalized terms used in this First Supplemental Trust Agreement
and not otherwise defined have the meanings ascribed thereto in the 2018
Agreement.
Rules of Construction. Unless the context otherwise requires,
(a) an accounting term not otherwise defined has the meaning assigned to
it in accordance with generally accepted accounting principles;
(b) unless otherwise indicated, references to Articles, Sections and
Exhibits are to the Articles, Sections and Exhibits of this Agreement;
(c) words importing the singular will include the plural and vice versa and
words importing the masculine gender will include the feminine and neuter genders
as well.
(d) the headings on sections and articles are solely for convenience of
reference and will not constitute a part of this Agreement nor will they affect its
meanings, construction or effect;
22
45
(e) words importing the prepayment or calling for prepayment of Bonds
will not be deemed to refer to or connote the payment of Bonds at their stated
maturity;
(f) all references to the payment of Bonds are references to payment of
principal of and premium, if any, and interest with respect to the Bonds; and
(g) all uses of the term "including" should be understood to mean
"including, but not limited to."
23
46
Exhibit C - Form of 2019 Bond
Number R-
REGISTERED REGISTERED
LIMITED OBLIGATION BOND, SERIES 2019
ORANGE COUNTY, NORTH CAROLINA
INTEREST RATE MATURITY DATE DATED DATE CUSIP
% October 1, 20xx May 30, 2019 684566 XXX
REGISTERED OWNER: *****CEDE & CO.*****
PRINCIPAL AMOUNT: ****
ORANGE COUNTY, NORTH CAROLINA (the "County"), for value received,
promises to pay, but solely from the sources and in the manner provided, to the
registered owner hereof, or registered assigns or legal representative, the principal
amount stated above on the maturity date stated above, and to pay interest on this
Bond semiannually on each April 1 and October 1, beginning October 1, 2019, at the
annual rate stated above.
Interest is payable (a) from the Dated Date stated above, if this Bond is
authenticated prior to October 1, 2019, or (b) otherwise from the April 1 or October
1 that is, or immediately precedes, the date on which this Bond is authenticated
(unless payment of interest on this Bond is in default, in which case this Bond will
24
47
bear interest from the date to which interest has been paid). Principal and interest
are payable in lawful money of the United States of America.
This Bond is one of an issue of$ Limited Obligation Bonds, Series
2019 (the "Bonds"), of like date and tenor, except as to number, denomination, rate
of interest, privilege of redemption and maturity. The Bonds are issued under, and
are equally and ratably secured by, a Trust Agreement dated as of June 1, 2018,
between the County and The Bank of New York Mellon Trust Company, N.A., as
trustee (the "Trustee"), as supplemented by a First Supplemental Trust Agreement
between the County and that Trustee and dated as of May 1, 2019 (together, the
"Trust Agreement"),.
This Bond constitutes an installment contract within the meaning of Section
160A-20 of the North Carolina General Statutes, as the same may be in effect from
time to time ("Section 160A-20"), between the County and the owner (from time to
time) of this Bond. The Bonds are payable solely from funds appropriated on an
annual basis by the County's governing Board of Commissioners, and other funds
available for the purpose of payment pursuant to the Trust Agreement, such as
certain net insurance and condemnation awards and the proceeds of remedial
action, which revenues and other moneys have been pledged as described in the
Trust Agreement to secure payment of the Bonds. Neither the County's faith and
credit nor its taxing power is pledged to the payment of any amounts due under the
Bonds. As provided for under Section 160A-20, no deficiency judgment may be
rendered against the County in any action for breach of a contractual obligation
under the Bonds or the Trust Agreement.
To further secure its obligations under the Trust Agreement, the County has
granted, for the benefit of the Trustee on behalf of the owners of the Bonds, a
security interest in certain public facilities and the related real property, and certain
other property, pursuant to the Trust Agreement and a Deed of Trust and Security
Agreement dated as of June 1, 2018, as supplemented by a Deed of Trust
Supplement dated as of May 1, 2019.
Reference is made to the Trust Agreement, the Deed of Trust and Supplement
referenced above for the provisions, among others, with respect to the nature and
extent of the security, the rights, duties and obligations of the County and the
Trustee, the rights of the Owners of the Bonds and the terms upon which the Bonds
25
48
are executed, delivered and secured, to all of which provisions the owner of this
Bond, by the acceptance of this Bond, agrees. Additional Bonds secured by a parity
interest in the property securing the Bonds may be issued under the terms and
conditions set forth in the Trust Agreement.
The Bonds are issued by means of a book-entry system, with one certificate
for each maturity immobilized at The Depository Trust Company, New York, New
York ("DTC"), and not available for distribution to the public. Transfer of beneficial
ownership interests in the Bonds in the principal amount of $5,000 or any integral
multiple thereof will be effected on the records of DTC and its participants pursuant
to rules and procedures established by DTC and its participants. Principal and
interest on the Bonds are payable to DTC or its nominee as registered owner of the
Bonds. Neither the Trustee nor the County is responsible or liable for the transfer of
ownership or payments or for maintaining, supervising or reviewing the records
maintained by DTC, its participants or persons acting through such participants.
If (a) DTC determines not to continue to act as securities depository for the
Bonds or (b) the County so elects, the County and the Trustee will discontinue the
book-entry system with DTC. If the County does not identify another qualified
securities depository to replace DTC, the County will prepare and execute, and the
Trustee will authenticate and deliver in exchange, replacement Bonds in the form of
fully-registered Bonds.
The Bonds may not be redeemed prior to maturity except as provided in this
Bond and in the Trust Agreement.
The Bonds maturing on or after October 1, 20 , are subject to redemption
at the County's option in whole or in part on any date on or after October 1, 20 ,
upon payment of the principal amount to be prepaid plus interest accrued to the
redemption date, without premium. If less than all the Bonds are to be redeemed
pursuant to this provision, they will be redeemed among maturities in any manner
the County chooses.
The Trustee will redeem Bonds maturing on October 1, 20_, upon payment
of 100% of the principal amount thereof plus interest accrued to the redemption
date, on October 1 in years and amounts as follows:
26
49
Year Amount ($1
*Final maturity
The amount of Bonds to be redeemed on any sinking fund payment date may
be reduced in accordance with the provisions of the Trust Agreement.
If less than all the Bonds of any maturity are called for redemption, the
Trustee will select the Bonds to be redeemed by lot; provided, however, that so long
as a book-entry system with DTC is used for recording beneficial ownership of
Bonds, if less than all of the Bonds within a maturity are to be redeemed, DTC and its
participants will determine which of the Bonds within any such maturity are to be
redeemed.
In any case, (1) the portion of any Bond to be prepaid will be in the principal
amount of $5,000 or some integral multiple thereof, and (2) in selecting Bonds for
redemption, each Bond will be considered as representing that number of Bonds
which is obtained by dividing the principal amount of that Bond by $5,000. If a
portion of a Bond is called for redemption, a new Bond in principal amount equal to
the unpaid portion will be issued to the registered owner upon the surrender of the
Bond.
The Trustee will send notice of redemption to DTC or its nominee as the
Owner of the Bonds as provided in the Trust Agreement. The Trustee will send the
notice not more than 60 days nor less than 30 days prior to the date fixed for
redemption. Neither the Trustee nor the County is responsible for sending notices of
redemption to anyone other than DTC or its nominee, so long as all the Bonds to be
redeemed are held in a book-entry-only form with DTC.
If on or before the date fixed for redemption funds have been deposited with
the Trustee to pay the principal and interest accrued to the redemption date with
27
50
respect to the Bonds called for redemption, the Bonds or portions thereof thus
called for redemption will cease to accrue interest from and after the redemption
date, will no longer be entitled to the benefits provided by the Trust Agreement, and
will not be deemed to be Outstanding under the Trust Agreement.
The Owner of this Bond has no right to enforce the provisions of the Trust
Agreement or to institute action to enforce the covenants therein, or to take any
action with respect to any event of default thereunder, or to institute, appear in or
defend any suit or other proceeding with respect thereto, except as provided in the
Trust Agreement. Changes to or supplements of the Trust Agreement may be made
to the extent and in the circumstances permitted by the Trust Agreement.
Ownership of this Bond will be registered on the Bond Register (as defined in
the Trust Agreement) kept for that purpose by the Trustee, which will act as Bond
registrar for the Bonds. This Bond may be exchanged, and its transfer may be
effected, only by the Owner hereof in person or by attorney duly authorized in
writing at the designated office of the Trustee, but only in the manner, subject to the
limitations and upon payment of the charges provided in the Trust Agreement, and
upon surrender and cancellation of this Bond. Upon exchange or registration of such
transfer a new registered Bond or Bonds of the same maturity and interest rate and
of authorized denomination or denominations for the same aggregate principal
amount will be issued in exchange therefor.
The County and the Trustee may deem and treat the person in whose name
this Bond is registered on the Bond Register as the absolute owner of this Bond for
the purpose of receiving payment of or on account of principal of and interest due
on this Bond and for all other purposes, and neither the County nor the Trustee will
be affected by any notice to the contrary, except that interest payments will be made
to the persons shown as Owners on the Trustee's registration books on the Record
Date, which is the end of the calendar day on the 15th day of the month (whether or
not a business day) preceding each Payment Date.
All acts, conditions and things required by the Constitution and laws of the
State of North Carolina to happen, exist or be performed precedent to and in the
execution and delivery of this Bond have happened, exist and have been performed.
28
51
This Bond and the issue of which it is a part are issued with the intent that
North Carolina law will govern this Bond and all matters of its interpretation.
This Bond will not be entitled to any benefit under the Trust Agreement or be
valid or obligatory for any purpose until the Trustee has executed the Certificate of
Authentication appearing on this Bond.
IN WITNESS WHEREOF, the County has caused this instrument to be signed,
sealed and delivered by duly authorized officers, as of the day and year first above
written.
(SEAL) ORANGE COUNTY
ATTEST: NORTH CAROLINA
By:
Donna S. Baker Bonnie B. Hammersley
Clerk, Board of Commissioners County Manager
[Orange County, North Carolina
$ Limited Obligation Bonds, Series 2019]
29
52
This Bond has been approved under the
provisions of Section 160A-20 and Article
8, Chapter 159 of the General Statutes of
North Carolina.
Greg C. Gaskins
Secretary, North Carolina
Local Government Commission
By
[Greg C. Gaskins or
Designated Assistant]
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds referred to in the First Supplemental Trust
Agreement dated as of May 1, 2019, between Orange County, North Carolina, and
The Bank of New York Mellon Trust Company, N.A., as trustee.
Date of Authentication:
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Authorized Officer
[Orange County, North Carolina
$ Limited Obligation Bonds, Series 2019]
30
53
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please print or type transferee's name and address, including zip code)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF TRANSFEREE:
the within bond and all rights thereunder, hereby irrevocably constituting and
appointing , Attorney, to transfer said certificate on the
books kept for the registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
(Signature of Owner)
NOTICE: The signature above must
NOTICE: Signature(s) must be correspond with the name the Owner as
guaranteed by a participant in the it appears on the front of this certificate
Securities Transfer Agent Medallion in every particular without alteration or
Program ("STAMP") or similar program enlargement or any change whatsoever.
31
54
EXHIBIT D - Schedule of Payments on 2019 Bonds
Principal is payable in the amounts and on the dates as shown below, subject
to redemption of the 2019 Bonds as provided in this Supplemental Agreement.
Interest is payable on the dates shown below.
The 2019 Bonds will bear interest from the Closing Date until paid. Interest is
calculated at the rates shown in Section 1.04. The schedule below shows the
expected interest payment amounts.
251" day of the Principal Interest Total Annual Debt
month Payment Service
preceding --
10/1/2019
4/1/2020
10/1/2020
4/1/2021
10/1/2021
The County's obligation with respect to the 2019 Bonds on each Payment
Date is the amount shown above as the "total payment" for that date, subject to
adjustment as provided in Section 3.05(c) of the 2018 Agreement.
32
55
Exhibit E - Form of Requisition
[Date]
The Bank of New York Mellon Trust Company, N.A.,as Trustee
Attention: Corporate Trust
Regarding: Requisition under 2019
Trust Agreement for Orange County, North Carolina
RE: Request by Orange County, North Carolina (the "County"), for disbursement
of funds from a Bond Proceeds Fund created under a First Supplemental
Trust Agreement dated as of May 1, 2019 (the "Supplemental Agreement"),
with Orange County, North Carolina (the "County")
To the Trustee:
Pursuant to the terms and conditions of the Supplemental Agreement, the
County authorizes and requests the disbursement of funds from the "Orange County
2019 Bond Proceeds Fund" established under that Supplemental Agreement for the
costs described below.
Capitalized terms used in this requisition and not otherwise defined have the
meanings ascribed in the Trust Agreement dated as of June 1, 2018, between the
County and the Trustee, as supplemented by the Supplemental Agreement (as
supplemented, the "Trust Agreement").
This is requisition number 2019 - from the Bond Proceeds Fund.
Total Amount for
Disbursement
Payee
Payee's address
33
56
Orange County makes this requisition pursuant to the following representations:
1. The County has appropriated in its current fiscal year funds sufficient to pay
the Bond Payments and estimated Additional Payments due in the current
fiscal year.
2. The purpose of this disbursement is for payment of Project Costs as provided
for in the Trust Agreement.
3. The requested disbursement has not been subject to any previous requisition.
4. No notice of any lien, right to lien or attachment upon, or claim affecting the
right to receive payment of, any of the moneys payable herein to any of the
persons, firms or corporations named herein has been received, or if any
notice of any such lien, attachment or claim has been received, such lien,
attachment or claim has been released or discharged or will be released or
discharged upon payment of this requisition.
S. This requisition contains no items representing payment on account of any
percentage entitled to be retained on the date of this requisition.
6. No Event of Default is continuing, and no event or condition is existing which,
with notice or lapse of time or both, would become an Event of Default.
7. The County has insurance in place that complies with the insurance
requirements of the Trust Agreement.
8. No portion of the amounts set forth in this requisition represents amounts
paid or payable as North Carolina state sales taxes.
ORANGE COUNTY, NORTH CAROLINA
By: [Exhibit Form Only-Do Not Si�an�
Title:
County Representative
34
57
Attachment 4
ORANGE COUNTY,NORTH CAROLINA
LIMITED OBLIGATION BONDS, SERIES 2019
BOND PURCHASE AGREEMENT
May , 2019
Orange County,North Carolina
Hillsborough,North Carolina
Ladies and Gentlemen:
The undersigned, FTN Financial Capital Markets, on behalf of itself and as representative
(in such capacity, the "Representative") of Robert W. Baird & Co. Incorporated (together, the
"Underwriters"), offers to enter into the following purchase agreement (this "Bond Purchase
Agreement") with Orange County, North Carolina (the "County"), which, upon the County's
acceptance of this offer, will be binding upon the County and the Underwriters. This offer is
made subject to the County's acceptance of this Bond Purchase Agreement, which acceptance
shall be evidenced by the execution and delivery (manually or by facsimile transmission) of this
Bond Purchase Agreement by a duly authorized officer of the County on or before 12:00 P.M.,
Eastern Time, on the date hereof. Upon such acceptance, execution and delivery, this Bond
Purchase Agreement shall be in full force and effect in accordance with its terms and shall be
binding upon the County and the Underwriters. Except as expressly otherwise defined herein,
capitalized terms used herein shall have the same meanings as set forth in the Preliminary
Official Statement(as defined below).
(1) Purchase and Sale. (a) Upon the terms and conditions and based on the
representations, warranties and covenants hereinafter set forth, the Underwriters hereby agree to
purchase from the County, and the County hereby agrees to sell to the Underwriter, all (but not
less than all) of the $ aggregate principal amount of the County's Limited
Obligation Bonds, Series 2019 (the "Bonds"), dated the date of payment for and the delivery of
the Bonds (such payment and delivery being herein sometimes called the "Closing"). The
purchase price for the Bonds shall be $ (principal amount of the Bonds, plus [net]
original issue premium of $ , less underwriters' discount of $ ) (the
"Purchase Price"). The Underwriters shall pay the Purchase Price for the Bonds on the day of
the Closing by wiring $ , at the County's direction, to the Trustee (as defined below).
(b) The Bonds shall be issued and secured under and pursuant to a Trust
Agreement dated as of June 1, 2018 (the "2018 Trust Agreement"), as supplemented by the First
Supplemental Trust Agreement dated as of May 1, 2019 (the "Supplemental Agreement"; the
2018 Trust Agreement, as so supplemented, being referred to herein as the "Trust Agreement"),
each between the County and The Bank of New York Mellon Trust Company, N.A. as trustee
(the "Trustee"). The County is authorized pursuant to Section 20 of Chapter 160A of the
General Statutes of North Carolina (the "Act"), to issue the Bonds for the purpose of providing
58
funds to the County to (i) acquire, construct, equip and otherwise improve the County facilities
described in the Preliminary Official Statement and the Supplemental Agreement, and (ii) pay
certain costs incurred in connection with the sale and issuance of the Bonds. The County's
issuance of the Bonds has been authorized by a resolution adopted by the Board of
Commissioners of the County on May 2, 2019 (the "Approving Resolution"). As security for
performance of the County's obligations under the Trust Agreement, the County has executed
and delivered to the deed of trust trustee, for the benefit of the Trustee, a Deed of Trust dated as
of June 1, 2018 (the "2018 Deed of Trust") and [will, on or before the date of Closing, execute
and deliver] a Deed of Trust Supplement dated as of May 1, 2019 (the "Deed of Trust
Supplement"), supplementing the 2018 Deed of Trust (as so supplemented, the "Modified Deed
of Trust"), granting a first lien of record on the Mortgaged Property, subject to Permitted
Encumbrances.
(c) The Bonds shall be dated the date of the Closing, shall mature on the dates
and in the amounts, shall bear interest at the rates and shall have the terms stated in Exhibit A
attached hereto.
(2) Sale of All the Bonds; Offering. It shall be a condition to the County's obligation
to sell and deliver the Bonds to the Underwriters, and to the obligation of the Underwriters to
purchase and accept delivery of the Bonds, that the entire principal amount of the Bonds is sold
and delivered by the County, and accepted and paid for by the Underwriters at the Closing. The
Underwriters intend to make a bona fide public offering of all the Bonds at a price or prices not
in excess of the initial public offering price or prices set forth in Exhibit A. The Bonds may be
offered and sold to certain dealers (including dealers depositing such Bonds into investment
trusts or mutual funds) at prices lower than such public offering prices. The Underwriters reserve
the right to make such changes in such prices as the Underwriters shall deem necessary in
connection with the offering of the Bonds.
(3) Establishment of Issue Price.
(a) The Representative, on behalf of the Underwriters, agrees to assist the
County in establishing the issue price of the Bonds and shall execute and deliver to the County at
Closing an "issue price" or similar certificate, together with the supporting pricing wires or
equivalent communications, substantially in the form attached hereto as Exhibit B, with such
modifications as may be appropriate or necessary, in the reasonable judgment of the
Representative, the County, and Sanford Holshouser LLP ("Bond Counsel"), to accurately
reflect, as applicable, the sales price or prices or the initial offering price or prices to the public
of the Bonds.
(b) Except as otherwise set forth in Exhibit B attached hereto, the County will
treat the first price at which 10% of each maturity of the Bonds (the "10% test") is sold to the
public as the issue price of that maturity (if different interest rates apply within a maturity, each
separate CUSIP number within that maturity will be subject to the 10% test). At or promptly
after the execution of this Bond Purchase Agreement, the Representative shall report to the
County and Bond Counsel the price or prices at which the Underwriters have sold to the public
each maturity of the Bonds. If at that time the 10% test has not been satisfied as to any maturity
of the Bonds, the Underwriters agree to promptly report to the County the prices at which it sells
-2-
59
the unsold Bonds of that maturity to the public. That reporting obligation shall continue,
whether or not the Closing Date (as hereinafter defined)has occurred, until the 10%test has been
satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the
public.
(c) The Representative confirms that the Underwriters have offered the Bonds
to the public on or before the date of this Bond Purchase Agreement at the offering price or
prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit B
attached hereto, except as otherwise set forth therein. Exhibit B also sets forth, as of the date of
this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has
not been satisfied and for which the County and the Underwriters agree that the restrictions set
forth in the next sentence shall apply, which will allow the County to treat the initial offering
price to the public of each such maturity as of the sale date as the issue price of that maturity(the
"hold-the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to
any maturity of the Bonds, the County will neither offer nor sell unsold Bonds of that maturity to
any person at a price that is higher than the initial offering price to the public during the period
starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth(5th) business day after the sale date; or
(2) the date on which the Underwriters have sold at least 10% of that
maturity of the Bonds to the public at a price that is no higher than
the initial offering price to the public.
The Representative shall promptly advise the County when the Underwriters have sold
10% of that maturity of the Bonds to the public at a price that is no higher than the initial
offering price to the public, if that occurs prior to the close of the fifth (5th) business day after
the sale date.
(d) Each Underwriter confirms that any selling group agreement and any retail
distribution agreement (to which the Underwriter is a party) relating to the initial sale of the
Bonds to the public, together with the related pricing wires, contains or will contain language
obligating each underwriter, each dealer who is a member of the selling group and each broker-
dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices
at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by
the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all
Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-
price rule, if applicable, in each case if and for so long as directed by the Underwriters The
County acknowledges that, in making the representation set forth in this subsection, the
Underwriters will rely on (i) in the event a selling group has been created in connection with the
initial sale of the Bonds to the public, the agreement of each dealer who is a member of the
selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a
selling group agreement and the related pricing wires, and (ii) in the event that a retail
distribution agreement was employed in connection with the initial sale of the Bonds to the
public, the agreement of each broker-dealer that is a party to such agreement to comply with the
hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the
related pricing wires. The County further acknowledges that the Underwriters shall not be liable
-3-
60
for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a
party to a retail distribution agreement, to comply with its corresponding agreement regarding
the hold-the-offering-price rule as applicable to the Bonds.
(e) The Underwriters acknowledge that sales of any Bonds to any person that
is a related party to the Underwriters shall not constitute sales to the public for purposes of this
section. Further, for purposes of this section:
i. "public"means any person other than an underwriter or a related party,
ii. "underwriter" means (A) any person that agrees pursuant to a written
contract with the County (or with the lead underwriter to form an
underwriting syndicate) to participate in the initial sale of the Bonds to the
public and (B) any person that agrees pursuant to a written contract
directly or indirectly with a person described in clause (A) to participate in
the initial sale of the Bonds to the public (including a member of a selling
group or a party to a retail distribution agreement participating in the
initial sale of the Bonds to the public),
iii. a purchaser of any of the Bonds is a"related party"to an underwriter if the
underwriter and the purchaser are subject, directly or indirectly, to (i) at
least 50% common ownership of the voting power or the total value of
their stock, if both entities are corporations (including direct ownership by
one corporation of another), (ii) more than 50% common ownership of
their capital interests or profits interests, if both entities are partnerships
(including direct ownership by one partnership of another), or (iii) more
than 50% common ownership of the value of the outstanding stock of the
corporation or the capital interests or profit interests of the partnership, as
applicable, if one entity is a corporation and the other entity is a
partnership (including direct ownership of the applicable stock or interests
by one entity of the other), and
iv. "sale date" means the date of execution of this Bond Purchase Agreement
by all parties.
(4) Official Statement. The County hereby ratifies and approves the Preliminary
Official Statement dated May _, 2019 (the "Preliminary Official Statement"), and consents to
its distribution and use by the Underwriters prior to the date hereof in connection with the public
offering and sale of the Bonds. The County confirms that the Preliminary Official Statement was
"deemed final" by the County as of its date for purposes of Rule 15c2-12 of the United States
Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule").
Upon acceptance of this offer, the County shall prepare a final Official Statement and shall,
within the earlier of seven (7) business days following the date hereof or two business days prior
to the Closing Date (as hereinafter defined), deliver to the Underwriters printed copies of such
final Official Statement (such final Official Statement, together with any amendment or
supplement thereto, being the "Official Statement") in sufficient quantity as may reasonably be
required by the Underwriters in order to comply with the Rule and any applicable rules of the
-4-
61
Municipal Securities Rulemaking Board (the "MSRB"). The County hereby authorizes and
approves the Official Statement and consents to the use and distribution of the Official Statement
by the Underwriters in connection with the public offering and sale of the Bonds. At the time of
or prior to the Closing, the Underwriters will file, or cause to be filed, the Official Statement with
the MSRB. In addition, the County hereby approves and authorizes the Underwriters to
coordinate the printing of the Official Statement and consents to the electronic distribution of the
Official Statement.
(5) Representations of the County. The County hereby represents, warrants and
covenants that:
(a) The County is a political subdivision duly organized and validly existing
under the Constitution and laws of the State of North Carolina (the "State"), and is authorized
pursuant to the laws of the State, including the Act, and the Approving Resolution to issue the
Bonds.
(b) The County has full legal right, power and authority to (i) adopt the
Approving Resolution, (ii) execute, deliver and perform its obligations under this Bond Purchase
Agreement, the Trust Agreement, the Bonds, and the Modified Deed of Trust; (iii) issue and
deliver the Bonds to the Underwriters as provided in this Bond Purchase Agreement; (iv)
approve and authorize the distribution of the Preliminary Official Statement and the Official
Statement; and (v) carry out and consummate all other transactions contemplated by this Bond
Purchase Agreement, the Trust Agreement, the Bonds, the Modified Deed of Trust and the
Official Statement.
(c) The Approving Resolution has been duly adopted by the County, and the
County has duly authorized all necessary action to be taken by the County for: (i) the offering,
issuance, sale, and delivery of the Bonds upon the terms set forth herein and in the Official
Statement, (ii) the execution and delivery by the County of the Bonds, this Bond Purchase
Agreement, the Trust Agreement, the Modified Deed of Trust, and the performance of its
obligations under the Bonds, this Bond Purchase Agreement, the Trust Agreement, the Modified
Deed of Trust and any and all such other agreements and documents as may be required to be
executed, delivered, and received by the County in order to carry out, give effect to, and
consummate the transactions contemplated hereby and by the Official Statement (the Bonds, this
Bond Purchase Agreement, the Trust Agreement, the Modified Deed of Trust and such other
agreements and documents being collectively referred to herein as the "County Documents"),
and(iii) the authorization of the use and distribution of the Official Statement.
(d) The Approving Resolution was duly adopted at a meeting of the Board of
Commissioners of the County called and held pursuant to law and with all public notice required
by law and at which a quorum was present and acting throughout, and is in full force and effect
and has not been amended or repealed.
(e) This Bond Purchase Agreement, the Trust Agreement, the Modified Deed
of Trust and any other instrument or agreement to which the County is a party in connection with
the consummation of the transactions contemplated by the foregoing documents, when executed
and delivered by the parties thereto, and assuming such documents are enforceable against the
-5-
62
parties thereto other than the County, will constitute legal, valid and binding obligations of the
County (subject, as to the enforcement of remedies, to the valid exercise of judicial discretion,
the sovereign police powers of the State and constitutional powers of the United States of
America and to any valid applicable bankruptcy, insolvency, moratorium, reorganization or other
similar laws affecting the rights of creditors generally and the exercise of judicial discretion in
accordance with general principles of equity).
(f) When delivered to and paid for by the Underwriters at the Closing, in
accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly
authorized, executed and delivered by the County and will constitute legal, valid and binding
special obligations of the County, enforceable in accordance with their terms (subject, as to the
enforcement of remedies, to the valid exercise of judicial discretion, the sovereign police powers
of the State and constitutional powers of the United States of America and to any valid
applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the
rights of creditors generally and the exercise of judicial discretion in accordance with general
principles of equity) and will be entitled to the benefits of, and secured as provided in, the Trust
Agreement.
(g) The County has complied, and will at the Closing be in compliance, in all
material respects, with the Approving Resolution, the Trust Agreement and the Act and all other
agreements relating to projects undertaken by the County or with respect to which the County
has assumed responsibility.
(h) There is no action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court,public board or body, pending or, to the knowledge of the County,
threatened against or affecting the County (or, to the knowledge of the County, any meritorious
basis therefor) (i) attempting to limit, enjoin or otherwise restrict or prevent the County from
functioning or contesting or questioning the existence of the County or the titles of the present
officers of the County to their offices or (ii) wherein an unfavorable decision, ruling or finding
would(A) adversely affect the existence or powers of the County or the validity or enforceability
of the Bonds, the Approving Resolution, the Trust Agreement, this Bond Purchase Agreement,
the Modified Deed of Trust or any agreement or instrument to which the County is a party and
which is used or contemplated for use in the consummation of the transactions contemplated
hereby including, without limitation, the County Documents and the Official Statement; or
(B) materially adversely affect (1) the transactions contemplated by the County Documents or
the Official Statement, or (2) the exemption of the interest on the Bonds from federal or State
income taxation.
(i) The County's adoption of the Approving Resolution, its execution and
delivery of the County Documents and the Bonds, and compliance with the provisions thereof
and hereof, do not and will not conflict with or constitute, on the County's part, a violation of,
breach of or default under any material statute, existing law, administrative regulation, filing,
decree or order, state or federal, or any provision of the Constitution or laws of the State, or any
rule or regulation of the County, or any material indenture, mortgage, lease, deed of trust, note,
resolution, or other agreement or instrument to which the County, or its properties, are subject or
by which the County, or its properties, are or may be bound or, to the knowledge of the County,
-6-
63
any order, rule or regulation of any regulatory body or court having jurisdiction over the County
or its activities or properties.
0) The County is not in default in the payment of the principal of or interest
on any of its indebtedness for borrowed money and is not in default in any material respect under
any document or instrument under and subject to which any indebtedness for borrowed money
has been incurred which default would affect materially and adversely the transactions
contemplated by any of the County Documents. No event has occurred or is continuing under
the provisions of any such document or instrument that, with the lapse of time or the giving of
notice, or both, would constitute an event of default thereunder, which event of default would
affect adversely the transactions contemplated by any of the County Documents.
(k) The County is not in material breach of or in default under the Approving
Resolution, any applicable law or administrative regulation of the State or the United States, or
any applicable judgment or decree, or any loan agreement, note, resolution or other agreement or
instrument to which the County is a party or is otherwise subject, which breach or default would
in any way materially adversely affect the authorization or issuance of the Bonds and the
transactions contemplated hereby, and no event has occurred and is continuing which, with the
passage of time or the giving of notice or both, would constitute such a breach or default.
(1) On and as of the Closing, all authorizations, consents, and approvals of,
notices to, registrations or filings with, or actions in respect of any governmental body, agency,
or other instrumentality or court required to be obtained, given, or taken on behalf of the County
in connection with the execution, delivery and performance by the County of the County
Documents, and any other agreement or instrument to which the County is a party and which has
been or will be executed in connection with the consummation of the transactions contemplated
by the foregoing documents, will have been obtained, given, or taken and will be in full force
and effect.
(m) Any certificate signed by an authorized officer of the County delivered to
the Underwriters shall be deemed a representation and warranty by the County to the
Underwriters as to the truth of the statements made therein.
(n) The County has and will cooperate with the Underwriters and their
counsel in any endeavor to qualify the Bonds for offering and sale under the securities or "Blue
Sky" laws of such jurisdictions of the United States as the Underwriters may request; provided,
however, that the County will not be required to execute a general or special consent to service
of process or qualify to do business in connection with any qualification or determination in any
jurisdiction.
(o) The audited financial statements of the County as of June 30, 2018,
present fairly the County's financial condition as of such date and the results of its operations for
the respective periods set forth therein and have been prepared in accordance with generally
accepted accounting principles consistently applied. There has been no material change in the
financial affairs of the County since June 30, 2018, except as disclosed specifically in the
Official Statement.
-7-
64
(p) If between the date of this Bond Purchase Agreement and the date 25 days
after the "end of the underwriting period" for the Bonds, as defined in the Rule, any event occurs
which might or would cause the Official Statement to contain any untrue statement of a material
fact or to omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, the County shall promptly provide written notice to the Underwriters thereof, and if,
in the opinion of the County or the Underwriters, such event requires the preparation and
publication of a supplement or amendment to the Official Statement, the County shall at its
expense supplement or amend the Official Statement in a form and in a manner approved by the
Underwriters. For purposes of this Bond Purchase Agreement, the "end of the underwriting
period" shall be deemed to be the Closing Date (as hereinafter defined), unless the Underwriters
shall have notified the County to the contrary on or before the Closing Date.
(q) If the Official Statement is supplemented or amended pursuant to
subsection (p) of this Section, at the time of each supplement or amendment thereto and (unless
subsequently again supplemented or amended pursuant to such subsection) at all times
subsequent thereto up to and including the Closing Date, the County shall take all steps
necessary to ensure that the Official Statement as so supplemented or amended will not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading.
(r) The information in the Preliminary Official Statement (excluding
therefrom the information under the captions "INTRODUCTION — Book-Entry Only" and
"UNDERWRITING" and in Appendix E, as to which no representations or warranties are
made), including its attachments and appendices, at the time of acceptance hereof is correct in all
material respects, and such Preliminary Official Statement does not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements made therein, in the light of the circumstances under which they were made,
not misleading; and the information in the Official Statement (excluding therefrom the
information under the captions "INTRODUCTION — Book-Entry Only" and
"UNDERWRITING" and in Appendix E, as to which no representations or warranties are made)
as of its date and as of the Closing Date, will be true and correct and will not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements made therein, in the light of the circumstances under which
they were made, not misleading.
(s) Between the date hereof and the Closing, the County shall not, without the
prior written consent of the Underwriters, offer or issue in any material amount any bonds, notes
or other obligations for borrowed money, or incur any material liabilities, direct or contingent,
except in the course of normal business operations of the County or except for such borrowings
as may be described in or contemplated by the Official Statement.
(t) Except as described in the Official Statement, during the last five years,
the County has not failed to materially comply with any previous undertaking relating to
continuing disclosure of information pursuant to Rule 15c2-12.
-8-
65
The execution and delivery of this Bond Purchase Agreement by the County shall
constitute a representation by the County to the Underwriters that the representations, warranties
and covenants contained in this Section 5 are true as of the date hereof, provided that no officer
of the County shall be individually liable for the breach of any representation, warranty or
covenant made by the County in this Section 5.
(6) Closing. At 10:00 a.m., Eastern Time, on May_, 2019, or at such other time or
date as the County and the Underwriters shall mutually agree upon (the "Closing Date"), the
County shall (a) deliver or cause to be delivered, through the facility of The Depository Trust
Company,New York,New York("DTC"), or at such place as the County and Underwriters shall
mutually agree upon, for the account of the Underwriters, the Bonds duly executed by the
County in fully registered form, bearing proper CUSIP numbers, and registered in the name of
Cede & Co., as nominee of DTC, which will act as securities depository for the Bonds; and (b)
deliver or cause to be delivered, to the Representative at Charlotte, North Carolina, or at such
other place as the County and Underwriters may mutually agree upon, the documents described
in Section 7(d) hereof. Concurrently with the delivery of the Bonds and the documents
mentioned in Section 7(d) hereof at the Closing, subject to the conditions contained herein, the
Underwriters will accept such delivery and will pay the purchase price of the Bonds in the
amount set forth in Section 1 hereof by wire transfer in immediately available funds to the
Trustee for the account of the County. The Closing shall take place at the offices of the County.
The Bonds shall be available for inspection by the Underwriters at least two business days prior
to Closing.
(7) Closing Conditions/Right to Cancel. The Underwriters enter into this Bond
Purchase Agreement in reliance upon the County's representations and agreements herein and
the performance by the County of its obligations hereunder, both as of the date hereof and as of
the date of Closing. The Underwriters' obligations under this Bond Purchase Agreement are and
shall be subject to the following additional conditions:
(a) At the time of the Closing, the Approving Resolution, the Trust
Agreement, and the Modified Deed of Trust shall be in full force and effect and none of the
Approving Resolution, the Trust Agreement, the Modified Deed of Trust or the Official
Statement shall have been amended, modified or supplemented, except as may have been
approved in writing by the Underwriters, and the County shall have duly adopted, and there shall
be in full force and effect, such other resolutions as, in the opinion of Bond Counsel, shall be
necessary in connection with the transactions contemplated hereby.
(b) The Bonds, as set forth in Section 7, shall be delivered to the Trustee to be
held by the Trustee under DTC's FAST program.
(c) The Underwriters shall have the right to cancel its obligation to purchase
the Bonds at the time of Closing if any of the documents, certificates or opinions to be delivered
to the Underwriters hereunder is not delivered at the time of Closing or if, between the date
hereof and the time of Closing, one or more of the following occurs:
(i) Legislation (whether or not yet introduced in Congress of the
United States ("Congress")) shall be enacted or be actively considered for enactment by
-9-
66
the Congress or recommended to the Congress by the President of the United States or
favorably reported for passage to either House of Congress by any committee of such
House, or a conference committee of both Houses, to which such legislation had been
referred for consideration, or a decision by a federal court of the United States or the
United States Tax Court shall be rendered, or an order, ruling, regulation or official
statement by or on behalf of the Treasury Department of the United States or the Internal
Revenue Service or other governmental agency shall be made or proposed, or a release or
official statement made by the President of the United States or by the Treasury
Department of the United States or the Internal Revenue Service, with respect to federal
taxation upon revenues or other income of the general character to be derived by the
County or upon interest received on obligations of the general character of the Bonds
which in the Underwriters' judgment, materially adversely affects the market for the
Bonds; or
(ii) Legislation shall hereafter be enacted or actively considered for
enactment or introduction, with an effective date on or prior to the Closing, or a decision
by a court of the United States shall be rendered or a stop order, ruling, regulation or
proposed regulation by or on behalf of the Securities and Exchange Commission or other
agency having jurisdiction shall be made, to the effect that the issuance, sale and delivery
of the Bonds, or any other obligations of any similar public body of the general character
of the County is in violation of the Securities Act of 1933, as amended, of the Securities
Exchange Act of 1934, as amended, or of the Trust Indenture Act of 1939, as amended or
with the purpose or effect of otherwise prohibiting the issuance, sale or delivery of the
Bonds, as contemplated hereby, or of obligations of the general character of the Bonds; or
(iii) There shall have occurred any outbreak or escalation of hostilities
or other national or international calamity or crisis, the effect of such outbreak, calamity
or crisis on the financial markets of the United States being such as, in the Underwriters'
judgment, would materially adversely affect the market for, or market price of, the
Bonds; or
(iv) There shall be in force a general suspension of trading on the New
York Stock Exchange or minimum or maximum prices for trading shall have been fixed
and be in force, or maximum ranges for prices for securities shall have been required and
be in force on The New York Stock Exchange whether by virtue of a determination by
that Exchange or by order of the Securities and Exchange Commission or any other
governmental authority having jurisdiction; or
(v) A general banking moratorium shall have been declared by federal,
State or New York authorities having jurisdiction, and be in force, or a major financial
crisis or a material disruption in commercial banking or securities settlement or
clearances services shall have occurred such as to make it, in the judgment of the
Underwriters, impractical or inadvisable to proceed with the offering of the Bonds as
contemplated in the Official Statement; or
(vi) an event shall occur which makes untrue or incorrect in any
material respect, as of the time of such event, any statement or information contained in
-10-
67
the Official Statement or which is not reflected in the Official Statement but should be
reflected therein in order to make the statements contained therein not misleading in any
material respect and requires an amendment of or supplement to the Official Statement
and the effect of which, in the judgment of the Underwriters, would materially adversely
affect the market for the Bonds or the sale, at the contemplated offering prices (or yields),
by the Underwriters of the Bonds; or
(vii) any of Fitch Ratings Inc. ("Fitch"), Moody's Investors Service,
Inc. ("Moody's) or S&P Global Ratings, a business unit of Standard & Poor's Financial
Services LLC ("S&P") shall have taken any action to lower, suspend or withdraw their
respective ratings on the Bonds and such action, in the opinion of the Underwriters,
would adversely affect the market price or marketability of the Bonds.
(d) At the Closing, the Underwriters shall receive the following documents:
(i) Duly executed or certified copies of each of the Trust Agreement
and Modified Deed of Trust;
(ii) The approving opinion of Bond Counsel in the form set forth in
Appendix D of the Official Statement together with a supplemental opinion in form and
substance satisfactory to the Underwriters, and a reliance letter addressed to the
Underwriters, each of which shall be dated the Closing Date;
(iii) The opinion of John L. Roberts, Esq., County Attorney, dated the
Closing Date and addressed to the Underwriters and Bond Counsel in form and substance
satisfactory to the Underwriters;
(iv) An opinion of Pope Flynn, LLC, as counsel to the Underwriters,
dated the Closing Date and addressed to the Underwriters in form and substance
satisfactory to the Underwriters;
(v) A certificate, dated the Closing Date, of the duly authorized
representative(s) or officer(s) of the County and in form and substance satisfactory to the
Underwriters, to the effect that (A) the representations and agreements of the County
herein are true and correct in all material respects as of the date of Closing; (B) there are
not pending or, to such officials' knowledge, threatened legal proceedings that will
materially adversely affect the transactions contemplated hereby or by the Trust
Agreement, or the validity or enforceability of the Bonds, or the security therefor; (C) the
financial information relating to the County provided to the Underwriters presents fairly
the financial position of the County as of the date indicated therein and the results of its
operations for the period specified therein and the financial statements from which such
information was derived have been prepared in accordance with applicable law with
respect to the period involved; (D) since June 30, 2018, there has not been any material
adverse change in the financial condition of the County taken as a whole or no increase in
the County's indebtedness for borrowed money, other than as disclosed in the Official
Statement or otherwise disclosed in writing to the Underwriters; (E) there are not pending
or, to such officials' knowledge, threatened legal proceedings that will materially
-11-
68
adversely affect the transactions contemplated hereby or by the Trust Agreement, or the
validity or enforceability of the Bonds, or the security therefor; (F) the information
contained in the Official Statement as of the Closing Date is true and correct in all
material respects and did not and does not contain any untrue or misleading statement of
a material fact or omit to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and (G)
the County has complied with all agreements and satisfied all the conditions on its part
required to be performed or satisfied at or prior to the Closing, other than those specified
hereunder that have been waived by the Underwriters;
(vi) Two copies of the final Official Statement;
(vii) One counterpart original of a transcript of all proceedings taken by
the County relating to the authorization and issuance of the Bonds;
(viii) Specimen Bonds;
(ix) A certificate, dated the date of the Closing, of the duly authorized
representative(s) or officer(s) of the County, with a copy of the Approving Resolution
attached, to the effect that the Approving Resolution has been duly adopted and remains
in full force and effect;
(x) A certificate, dated on or before the closing date, evidencing the
property insurance required by the Trust Agreement;
(xi) A pro forma title insurance policy or other evidence of title
insurance satisfactory to the Underwriters issued by Investors Title Insurance Company,
relating to the Modified Deed of Trust and naming the Trustee as a beneficiary;
(xii) Federal tax form 8038-G prepared with respect to the Bonds and
ready for filing;
(xiii) A tax certificate of the County in form and content reasonably
satisfactory to the Underwriters;
(xiv) Evidence that Moody's, S&P and Fitch have issued ratings for the
Bonds of not less than"Aal," "AA+" and"AA+", respectively; and
(xv) Such additional legal opinions, certificates, proceedings,
instruments and other documents, as the Underwriters or legal counsel to the
Underwriters may reasonably request to evidence compliance by the County with legal
requirements relating to the issuance of the Bonds, the truth and accuracy, as of the date
of Closing, of all representations contained herein and the due performance or
satisfaction by the County at or prior to the date of Closing of all agreements then to be
performed and all conditions then to be satisfied as contemplated under this Bond
Purchase Agreement and the Trust Agreement.
If the County shall be unable to satisfy the conditions to the obligations of the
-12-
69
Underwriters contained in this Bond Purchase Agreement or if the obligations of the
Underwriters shall be terminated for any reason permitted by this Bond Purchase Agreement,
this Bond Purchase Agreement shall terminate and none of the County or the Underwriters shall
have any further obligations hereunder, except that Sections 9 and 10 and the representations and
warranties of the County contained herein (as of the date made) will continue in full force and
effect.
(8) Survival. All representations, warranties and agreements of the County set forth
in or made pursuant to this Bond Purchase Agreement shall remain operative and in full force
and effect, regardless of any investigations made by or on behalf of the Underwriters and shall
survive the delivery of and payment for the Bonds.
(9) Payment of Expenses. The County shall pay, out of the proceeds of the Bonds or
from its own funds, any expenses incident to the performance of the obligations of the County or
the Underwriters hereunder, including but not limited to: (i) the cost of the preparation,
reproduction, printing, distribution, and mailing, of the Official Statement; (ii) the fees and
disbursements of Bond Counsel, counsel for the County and counsel for the Underwriters; (iii)
the fees and disbursements of any experts retained by the County or the Underwriters; (iv) fees
charged by the rating agencies for the rating of the Bonds; and (v) the cost of qualifying the
Bonds under the laws of such jurisdictions as the Underwriters may designate, including filing
fees and fees and disbursements of counsel for the Underwriters in connection with such
qualification and the preparation of Blue Sky Memoranda.
If the Bonds are not delivered to the Underwriters pursuant to this Bond Purchase
Agreement, the County shall pay all expenses incident to the performance of the County's and
the Underwriters' obligations hereunder as provided in this Section.
The Underwriters shall pay (i) any fees of the MSRB in connection with the
issuance of the Bonds and(ii) the cost of obtaining CUSIP number(s) assigned for the Bonds.
(10) Indemnification. To the extent permitted by law, the County agrees to indemnify
and hold harmless the Underwriters, the directors, officers, employees and agents of the
Underwriters and each person who controls the Underwriters within the meaning of either the
Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of
1934, as amended(the "Exchange Act") against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Securities Act, the
Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact (except statements pertaining to the
Underwriters) contained in the Preliminary Official Statement, the Official Statement (or in any
supplement or amendment thereto), or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading
(except omissions or alleged omissions pertaining to the Underwriters). This indemnity
agreement will be in addition to any liability which the County may otherwise have.
The Representative, on behalf of the Underwriters, agrees to indemnify and hold
-13-
70
harmless the County, and its officials, directors, officers and employees, and each person who
controls the County within the meaning of either the Securities Act or the Exchange Act, to the
same extent as the foregoing indemnity from the County to the Underwriters, but only with
reference to written information furnished by the Underwriters to the County or information
provided by the Underwriters specifically for inclusion in the Preliminary Official Statement or
the Official Statement (or in any amendment or supplement thereto).
Promptly after receipt by an indemnified party of notice of the commencement of
any action, such indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party, notify the indemnifying party in writing of the commencement thereof, but
the failure so to notify the indemnifying party (i) will not relieve it from liability unless and to
the extent it did not otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the indemnification
obligation. The indemnifying party shall be entitled to appoint counsel of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified party in any
action for which indemnification is sought provided, however, that such counsel shall be
satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if(i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to the indemnifying
party; (iii) the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time after notice of the
institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to
employ separate counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or compromise or consent
to the entry of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or proceeding.
In the event that the indemnity provided herein is unavailable or insufficient to
hold harmless an indemnified party for any reason the County and the Underwriters agree to
contribute to the aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending the same) to which
the County and the Underwriters may be subject in such proportion as is appropriate to reflect
the relative benefits received by the County on the one hand and by the Underwriters on the
other from the offering. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the County and the Underwriters shall contribute in such proportion
as is appropriate to reflect not only such relative benefits but also the relative fault of the County
on the one hand and of the Underwriters on the other in connection with the statements or
-14-
71
omissions which resulted in such losses, as well as any other relevant equitable considerations.
In no case shall the Underwriters be responsible for any amount in excess of the purchase
discount or fee applicable to the Bonds purchased by the Underwriters hereunder. Benefits
received by the County shall be deemed to be equal to the total net proceeds from the offering
(before deducting expenses) received by it, and benefits received by the Underwriters shall be
deemed to be equal to the total purchase discounts and commissions in each case set forth on the
cover of the Official Statement. Relative fault shall be determined by reference to, among other
things, whether any untrue or any alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information provided by the County on the one
hand or the Underwriters on the other, the intent of the parties and their relative knowledge,
information and opportunity to correct or prevent such untrue statement or omission. The County
and the Underwriters agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does not take account
of the equitable considerations referred to above. Notwithstanding the provisions of this
paragraph no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. Each person who controls an Underwriters within the
meaning of either the Securities Act or the Exchange Act and each director, officer, employee
and agent of the Underwriters shall have the same rights to contribution as the Underwriters, and
each person who controls the County within the meaning of either the Securities Act or the
Exchange Act and each official, director, officer and employee of the County shall have the same
rights to contribution as the County, subject in each case to the applicable terms and conditions
of this paragraph.
(11) Notices. Any notice or other communication to be given to the County under this
Bond Purchase Agreement must be given in writing (not to include facsimile transmission or
electronic mail) to the applicable address shown below, and any notice under this Bond Purchase
Agreement to the Underwriters may be given by delivering the same in writing to the
Representative as follows:
Orange County,North Carolina
200 South Cameron Street
Hillsborough,North Carolina 27278
Attention: County Manager
FTN Financial Capital Markets
1017 East Morehead St., Suite 201
Charlotte,North Carolina 28204
Attention: Chris Alexander, Senior Vice President
(12) Governing Law. This Bond Purchase Agreement shall be governed by and
construed in accordance with the laws of the State.
(13) Effectiveness. This Bond Purchase Agreement shall become effective upon the
acceptance hereof by the County.
-15-
72
(14) Arm's-Length Transaction. The County acknowledges and agrees that the
purchase and sale of the Bonds pursuant to this Bond Purchase Agreement is an arm's-length
commercial transaction between the County and the Underwriters, acting solely as principal and
not as municipal advisor, financial advisor or agent of the County. The Underwriters have not
assumed a financial advisory responsibility in favor of the County with respect to the offering of
the Bonds or the process leading thereto (whether or not the Underwriters, or any affiliate of the
Underwriters, has advised or is currently advising the County on other matters) or any other
obligation to the County except the obligations expressly set forth in this Bond Purchase
Agreement, it being the County's understanding that a financial advisory relationship shall not be
deemed to exist when, in the course of acting as an underwriter, a broker, dealer or municipal
securities dealer, a person renders advice to an issuer, including advice with respect to the
structure, timing, terms and other similar matters concerning a new issue of municipal securities.
The Underwriters have provided to the County prior disclosures regarding its role as underwriter,
its compensation, any potential or actual material conflicts of interest, and material financial
characteristics and material financial risks associated with the transaction to the extent required
by MSRB rules. The Underwriters hereby notify the County that the Underwriters are not acting
as Municipal Advisors (as defined in Section 15B of the Securities Exchange Act of 1934, as
amended), the Underwriters are not agents of the County, and the Underwriters do not have a
fiduciary duty to the County in connection with the matters contemplated by this Bond Purchase
Agreement. The County has consulted its own legal, financial, and other advisors to the extent it
has deemed appropriate.
(15) Miscellaneous. (a) If any provision of this Bond Purchase Agreement shall be
held or deemed to be or shall, in fact, be inoperative, invalid or unenforceable as applied in any
particular case in any jurisdiction or jurisdictions because it conflicts with any provisions of any
constitution, statute, rule or public policy, or any other reason, such circumstances shall not have
the effect of rendering the provision in question inoperable or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions of this Bond Purchase
Agreement invalid, inoperative or unenforceable to any extent whatever.
(b) This Bond Purchase Agreement may be signed in any number of
counterparts, each of which shall which shall be an original, but all of which shall constitute but
one and the same instrument.
(c) This Bond Purchase Agreement is made solely for the benefit of and is
binding on the County and the Underwriters (including successors or assigns of the
Underwriters) and no other person shall acquire or have any right hereunder or by virtue hereof.
It is the entire agreement of the parties, superseding all prior agreements, and may not be
modified except in writing signed by both of the parties hereto.
(d) Under this Bond Purchase Agreement, the Underwriters are acting as
principals and not as agents or fiduciaries, and the Underwriters' engagement is as independent
contractors and not in any other capacity. The County agrees that it is solely responsible for
making its own judgments in connection with the offering of the Bonds regardless of whether the
Underwriters have or are currently advising the County on related or other matters.
-16-
73
(e) On April 1, 2019, Baird Financial Corporation, the parent company of
Robert W. Baird & Co. Incorporated ("Baird"), acquired HL Financial Services, LLC, its
subsidiaries, affiliates and assigns (collectively "Hilliard Lyons"). As a result of such common
control, Baird and Hilliard Lyons are now affiliated. It is expected that Hilliard Lyons will
merge with and into Baird later in 2019.
[Remainder of Page Intentionally Left Blank]
-17-
74
Attachment 4
Very truly yours,
FTN FINANCIAL CAPITAL MARKETS, on
behalf of itself and as representative of Robert W.
Baird& Co., as underwriters
By:
Its:
Approved, accepted and agreed to:
ORANGE COUNTY, NORTH CAROLINA
By:
Bonnie B. Hammersley, County Manager
[Signature Page for Bond Purchase Agreement]
75
EXHIBIT A
Terms of the Bonds
Principal Amounts, Interest Rates and Prices
Maturity Date
(October 1) Principal Amount Interest Rate Yield Price
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
*Yield to October 1,20_call date at par.
Redemption Provisions
A-1
76
EXHIBIT B
Orange County, North Carolina
Limited Obligation Bonds, Series 2019
ISSUE PRICE CERTIFICATE
The undersigned, FTN Financial Capital Markets, on behalf of itself and as representative
(the "Representative") of Robert W. Baird & Co. Incorporated (together, the "Underwriting
Group"), hereby certifies as set forth below with respect to the sale and issuance of the above-
captioned obligations (the "Bonds").
1. Sale of the General Rule Maturities. As of the date of this certificate, for each
Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity of
the Bonds was sold to the Public is the respective price listed in Schedule A.
2. Initial Offering Price of the Hold-the-Offering-Price Maturities.
(a) The Underwriting Group offered the Hold-the-Offering-Price Maturities to the
Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial
Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent
communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, the Underwriting Group has agreed
in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, they would
neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher
than the Initial Offering Price for such Maturity during the Holding Period for such Maturity(the
"hold-the-offering-price rule"), and (ii) any selling group agreement shall contain the agreement
of each dealer who is a member of the selling group, and any retail distribution agreement shall
contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to
comply with the hold-the-offering-price rule. The Underwriting Group has not offered or sold
any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for
that Maturity of the Bonds during the Holding Period.
3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule
A hereto as the"General Rule Maturities."
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in
Schedule A hereto as the "Hold-the-Offering-Price Maturities."
(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the
period starting on the Sale Date and ending on the earlier of(i) the close of the fifth business day
after the Sale Date (May , 2019), or(ii) the date on which the Underwriting Group has sold at
least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher
than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
B-1
77
(d) Issuer means Orange County,North Carolina.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with
different maturity dates, or Bonds with the same maturity date but different stated interest rates,
are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter. The term "related party" for purposes of this certificate generally means any two
or more persons who have greater than 50 percent common ownership, directly or indirectly.
(g) Sale Date means the first day on which there is a binding contract in writing for
the sale of a Maturity of the Bonds. The Sale Date of the Bonds is May_, 2019.
(h) Underwriter means (i) any person that agrees pursuant to a written contract with
the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the
initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written
contract directly or indirectly with a person described in clause (i) of this paragraph to participate
in the initial sale of the Bonds to the Public (including a member of a selling group or a party to
a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents the undersigned's interpretation of any laws, including
specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations thereunder. The undersigned understands that the foregoing information
will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax
Certificate and with respect to compliance with the federal income tax rules affecting the Bonds,
and by Bond Counsel in connection with rendering its opinion that the interest on the Bonds is
excluded from gross income for federal income tax purposes, the preparation of Internal
Revenue Service Form 8038-G, and other federal income tax advice it may give to the Issuer
from time to time relating to the Bonds. The representations set forth herein are not necessarily
based on personal knowledge.
B-2
78
FTN FINANCIAL CAPITAL MARKETS, on
behalf of itself and as representative of Robert W.
Baird& Co. Incorporated, as underwriters
By:
Its:
Dated: May_, 2019
B-3
79
Schedule A
Sale Prices of the General Rule Maturities and
Initial Offering Prices of the Hold-the-Offering Price Maturities
Sale Prices of the General Rule Maturities
Maturity Date
(October 11 Principal Amount Interest Rate Price
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2038
2039
Initial Offering Prices of the Hold the Offering Price Maturities
Maturity Date
(October Ij Principal Amount Interest Rate Price
B-4
80
Schedule B
Pricing Wire or Equivalent Communication
(Attached)
B-5
81
ORANGE COUNTY
NORTH CAROLINA
Series 2019A Limited Obligation Bonds
Final Financing Resolution
Gary Donaldson, Chief Financial Officer
May 2, 2019
82
Purposi
➢ Limited Obligation Bonds pursuant to NC Statute Section 160A-20
➢ Payments for the Limited Obligation Bonds, Series 2019A will be made to Trustee by
March 25 (for April 1 debt service) and by September 25 (for October 1 debt service);
estimated interest rate not to exceed 4%
➢ The Series 2019A Limited Obligation Bonds are secured by a Deed of Trust, with a
security interest in various County buildings and land with a total collateral value
estimated at $15.7 million
➢ The Series 2019A Limited Obligation Bonds will fund various County projects
including:
- Vehicles and Equipment (5-8 Years): $4.0 Million
- County/School Facility Improvements: $11 .7 Million
- Land/ Easements: $0.4 Million
- Total: $16.1 Million
ORANGE COUNTY
NORTH CAROLINA
83
Final Projects to be Financed
FY 2018-19 Final Projects Estimated Dollars
IT Infrastructure and Governance Council Initiatives 455,410
Sheriff-Body Cameras 300,000
Parks and Recreation Facility Renovations 100,000
Vehicle Replacements 689,328
Solid Waste System-Trucks 984,000
Communication Systems-Portable Radios 505,000
Emergency Services(Backup Center Equipment) 969,000
Facility Improvements(Accessibility/Security/HVAC) 70,000
Link Center Improvements 483,219
IT Broadband Connectivity _ 210,000
Land/Easements(Conservation&Mountains to Sea Trail) 370,000
Schools Facilities Improvements 2,681,499
School Capital 3,000,000
Historic Rogers Road Neighborhood Community Center/
Infrastructure 126,225
Meadowlands Emergency Center Remediation 2,153,209
Government Services Annex Remediation 879,160
Battle Courtroom Remediation 217,000
District Attorney building Remediation 41,143
Solid waste system—High Rock Convenience Center
Construction 571,000
Hillsborough EDD—utility projects 1,300,000
Total Projects $ 16,105,193
ORANGE COUNTY
NORTH CAROLINA
■
Key Financing Terms
84
➢ Security Pledge- County collateral Government Services Annex, Government
Services Link Center, District Attorney Building, Emergency Operations Center
and the Northern Campus Site Land
➢ Maturity Term- 5- 20 Year maturities matches with the useful life of the assets
➢ Estimated Interest Rates- up to 4% subject to market conditions
➢ Maximum Annual Debt Service not exceeding $1 .7 Million (FY 2020-21 )
➢ Source of Repayment- Property Tax, Article 46 Sales Tax (for Hillsborough EDD
Utility) and Solid Waste Fees (for Vehicles and Equipment)
➢ Subordinate Lien and Pledge to General Obligation Bonds
➢ Rating Affirmations- AA1/AA+/AA+ from Moody's, Standard & Poor's and Fitch
Ratings
ORANGE COUNTY
NORTH CAROLINA
85
Key Debt Model Metrics
Debt Ratios 10-Year Payback Debt to Assessed Value DS to GF Revenues
2019 71.60% 1.37% 13.44%
2020 63.81% 1.77% 13.53%
2021 65.31% 1.80% 14.59%
2022 65.89% 1.80% 17.94%
2023 66.63% 1.70% 17.14%
2024 68.03% 1.58% 16.19%
2025 69.49% 1.41% 14.76%
ORANGE COUNTY
NORTH CAROLINA
86
Financing Schedule
Wr
March 3rd and 6th Public Hearing Notice Advertisement in Herald-Sun
and News of Orange
March 19th Public Hearing and Board Action Adopting Resolution
Supporting LGC Application
April 12 and 18th County Submitted LGC Application and Credit Rating
Reviews
May 2nd Board Action Adopting Final Resolution pursuant to
Section 160A-20 of North Carolina General Statutes
May 7th LGC Approves Installment Purchase Financing
May 30th Installment Purchase Closing
-Sign Bond Purchase Agreement on May 23
UKANC.31: C.:UUN I Y
NORTH CAROLINA
87
Questions/Comments
ORANGE COUNTY