HomeMy WebLinkAboutRES-2019-059 Resolution Approving Financing Terms and Documents for 2019 Installment Financing RES - 20I M59
Resolution providing final approval of terms and documents for
Fall 2019 installment financing
WHEREAS -
The Board of Commissioners has previously determined to carry out various public
improvements and acquisitions , as identified in the County' s capital improvement plan and
as described on Exhibit A . In addition, the Board has previously determined to refinance
certain County obligations to achieve savings through lower interest rates . Exhibit B
describes some of the existing County obligations that are being evaluated for refinancing.
The Board has determined to carry out the financings by using a single 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 C (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, to provide
financing for new public assets and improvements and to provide for refinancings . As part
of this financing, the County will refinance those obligations as shown on Exhibit B as the
Finance Officer may determine .
Under the financing plan, the County will receive funds from the sale of the limited
obligation bonds to carry out the projects and the refinancings . 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 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 ; ( d) the proposed site of the new Northern County Campus ;
and ( e) the County' s Southern Campus in Chapel Hill .
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 the Documents
when in final form . 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 $ 37, 000 , 000 , an annual true interest cost of the
financing not to exceed 3 . 7S % , and a financing term not to extend beyond December 31 ,
2039 . Any obligations to be refinanced should be refinanced over approximately the same
financing term as the existing obligation . The amount financed under the Documents may
include amounts to pay financing expenses and other necessary and incidental costs .
3. Sale of Bonds; Approval of Official Statement - The Board appoints Robert
W. Baird & Co . Incorporated, as senior manager, and FTN Financial Capital Markets , 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 .
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.
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4. Call of Existing Obligations for Prepayment - - The Board authorizes the
Finance Officer to make , on. the County' s behalf, an irrevocable call for redemption or
prepayment of such of the obligations shown on Exhibit B as the Finance Officer deems
beneficial to the County. The Finance Officer will make this call for redemption by the
execution and delivery of an appropriate certificate in connection with the original delivery
of the planned limited obligation bonds .
5. 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 .
6. 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 Trustee under the
Supplemental Trust Agreement referenced in Exhibit B .
7. 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
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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.
NOW THEREFORE BE IT ORDAINED by the Board of Orange County Commissioners that
this Resolution is effective upon approval . Upon motion of Commissioner
seconded by Commissioners', �-� — , the foregoing Resolution was adopted this
the s` day of ( _►r , 2019 .
I, Donna S . Baker, Clerk to the Board of Commissioners for the County of Orange ,
North Carolina, DO HEREBY CERTIFY that the foregoing is a true copy of so much of the
proceedings of said Board at a meeting held ( '6 If : c - , 2019 as relates in anyway
to the adoption of the foregoing and that said proceedings are recorded in Minute Book No .
of the minutes of said Board .
Witness my hand and seal of said County, the �� day of r 2019 .
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,� ► � Donna S . Baker
27 i�- J v , Clerk to the Board
fit
Exhibit A - list of projects to be financed with estimated amounts
Component Estimated Cost
Northern Campus Project : site preparation and preliminary
costs for new detention center, agriculture - environment
center, and parks operations base $ 10 , 01 % 850
Southern Campus Project : improvements to the driveway and
access road to the Southern Campus , as well as providing
additional parking for the Seymour Center 4, 675 , 000
Seymour Center Building Expansion 990 ) 000
- -- , . _ . _ 1 1 . . & I & _ _ . - I _ _
River Park Phase II 2981500
Passmore Center Remediation 1991114
Sportsplex Improvements / Equipment 605 , 036
Community Loan Fund 224, 340
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Vehicle Replacements 1 , 030 , 550
Whitted Building - Elevator Work j 154, 000
Emergency Services Building Remediation ( 731 , 000
Total 18 , 927 , 390
The County will also use additional loan proceeds to pay financing costs .
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Exhibit B - refunding candidates
2010 General Obligation Refunding Bonds
2011 General Obligation Refunding Bonds
2012 DENR State water loan
2012 Limited Obligation Bonds
2013 SunTrust installment financing
2016 First Bank installment financing
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Exhibit C - - Draft Documents
(a) A draft dated September 10 , 2019 , of a Second Supplemental Trust
Agreement to be dated on or about November 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 September 10 , 2019 , of a Deed of Trust Supplement # 2 to be
dated on or about November 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 limited obligation bonds and the other financing documents .
( c) A draft of a Bond Purchase Agreement to be dated on or about October 16 ,
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 .
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