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HomeMy WebLinkAboutRES-2020-021 Resolution for the sale of General Obligation Bonds for Cedar Ridge High School Wing and Various other Orange County School Improvements RES -202M21 Resolution for the Sale of School Bonds WHEREAS The voters of Orange County have previously approved the issuance of up to $ 120 , 000 , 000 of the County ' s general obligation bonds to pay capital costs of providing school facilities . The County still has $ 34 , 600 , 000 of those school bonds left to be issued . The Board has now determined that the County should issue $ 20 , 060 , 000 of the remaining school bonds . This resolution provides for the issuance of these bonds and takes related action, such as approving the form of the disclosure document that will be used to provide information to prospective bond investors . BE IT THEREFORE RESOLVED by the Board of Commissioners of Orange County, North Carolina, as follows : 1 . County Will Sell School Bonds - The County will issue and sell up to $ 20 , 060 , 000 of the unissued school bonds ( referred to as the " Bonds " in this resolution) for their authorized purpose . 2. Payment Provisions. The Bonds will bear interest at the rates determined at the time of their sale by the Local Government Commission ( currently scheduled for April 21 ) , with interest calculated on the basis of a 360 - day year consisting of twelve 30 - day months . The principal of the Bonds will be payable in annual installments as the Finance Officer may determine after consultation with the LGC , except that the final maturity for the Bonds must not extend beyond December 31 , 2040 . 3. Pledge of Faith, Credit and Taxing Power - - The County ' s full faith and credit are hereby irrevocably pledged for the payment of the principal of and interest on the Bonds . Unless other funds are lawfully available and appropriated for timely payment of the Bonds , the County will levy and collect an annual ad valorem tax, without restriction as to rate or amount, on all locally taxable property in the County sufficient to pay the principal of and interest on the Bonds as the same become due . 4. Approval of Official Statement for Offering - There has been made available to each member of the Board a draft of an official statement (the " Official Statement " ) relating to the Bonds , which is designed to provide appropriate information about the County and the financing to prospective investors in the Bonds . The draft Official Statement remains , subject to completion and amendment . The Board approves the LGC ' s distribution of the Official Statement to prospective purchasers of the Bonds . The Official Statement as distributed must be in substantially the form presented to this meeting, which the Board approves , with changes as the Finance Officer may approve . The Board ratifies the prior actions of the Finance Officer and other County representatives , in collaboration with the LGC staff, in preparing the text of the Official Statement, 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 the 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. By the adoption of this resolution, the Board members acknowledge and accept their own responsibility for causing the County to fulfill these responsibilities for the Official Statement . The County deems the Official Statement as distributed by the LGC to be a " final official statement" within the meaning of Rule 15c242 of the Securities Exchange Act of 1934 , as amended ( " Rule 15c242 " ) , except for the omission of certain final Bond pricing and other information that Rule 15c2 - 12 allows to be omitted . 5. Prepayment Provisions - The Board directs the Finance Officer, upon advice from the LGC , to determine the terms and conditions under which the Bonds will be subject to prepayment prior to maturity. The Finance Officer shall execute a certificate prior to the initial delivery of the Bonds designating prepayment terms 2 and conditions . This certificate will be conclusive evidence of the Finance Officer ' s determination of these terms and conditions . 6, Form of Bonds; Payment Details - - The Bonds will be designated " General Obligation School Bonds , Series 2020 . " The Bonds will be in substantially the form set out in Exhibit A . The Bonds will be dated the date of their initial issuance, will be in fully registered form, will be in denominations of $ 5 , 000 and integral multiples thereof and will be numbered for identification from R- 1 upward . The Bonds must be signed by the manual or facsimile signature of the Board ' s Chair or the County Manager, and the County ' s seal must be affixed to the Bonds ( or a facsimile of the seal printed on the Bonds ) and attested by the manual or facsimile signature of the Clerk to this Board or any Deputy or Assistant Clerk . No Bond will be valid unless at least one of the signatures appearing on the Bond (which may be the signature of the LGC ' s representative required by law) is manually applied or until the Bond has been authenticated by the manual signature of an authorized officer or employee of a bond registrar selected by the Finance Officer . Interest on each Bond will be payable semiannually ( a) from its date , if it is authenticated prior to the first interest payment date , or (b ) otherwise from the interest payment date that is , or immediately precedes , the date on which it is authenticated ( unless payment of interest is in default, in which case such Bond will bear interest from the date to which interest has been paid) . Principal, interest and any prepayment premium will be payable in lawful money of the United States . The Board directs the Finance Officer to execute a certificate prior to the initial delivery of the Bonds designating the final aggregate principal amount of the Bonds ( up to the maximum authorized amount of $ 20 , 060 , 000 ) , the final principal payment schedule , and the interest payment dates for the Bonds . This certificate will be conclusive evidence of the Finance Officer ' s approval and determination of these matters . 3 7. Finance Officer as Registrar; Payments to Registered Owners - - The Board appoints the Finance Officer as Registrar for the Bonds . As Registrar, the Finance Officer shall maintain appropriate books and records of the ownership of the Bonds . The County will treat the registered owner of each Bond as the person exclusively entitled to payment of principal, interest and any prepayment premium and the exercise of all rights and powers of the owner, except that the County will make payments to the person shown as owner on the registration books at the end of the calendar day on the 15th day of the month (whether or not a business day) preceding each interest payment date . 8. Advertising Bonds for Sale - The Board directs the Finance Officer, in collaboration with the LGC , to take all proper steps to advertise the Bonds for sale in accordance with standard LGC procedures , including through the use of a " Notice of Sale " document in the LGC ' s customary form and in substantially the same form as used for prior County bond sales . The Board directs the Finance Officer to review and approve a form of Notice of Sale as that officer may determine to be in the County' s best interest. 9. LGC To Sell Bonds - - The County asks the LGC to sell the Bonds , to receive and evaluate bids and to award the Bonds based on the best bid received . 10. Completing Official Statement after Sale - After the LGC has received bids and awarded the Bonds to the successful bidder, the Board directs the Finance Officer, in collaboration with the LGC , to prepare a final Official Statement within the meaning of Rule 15c242 . The Board authorizes the Finance Officer to approve the final document as a final Official Statement. The County, together with the LGC , will arrange for the delivery within seven business days of the sale date of a reasonable number of copies of the final Official Statement to the successful bidder on the Bonds for delivery to each potential investor requesting a copy of the final Official Statement and to each entity to which the bidder and members of the bidding group initially sell the Bonds . 11 . County Officers To Complete Closing - The Board authorizes the Finance Officer and all other County officers and employees to take all proper steps 4 to deliver the Bonds to the purchaser upon payment for the Bonds , and to take all other proper steps to complete the issuance of the Bonds . The Board authorizes the Finance Officer to hold the executed Bonds , and any other documents permitted by this resolution, in escrow on the County' s behalf until the conditions for the delivery of the Bonds and other documents have been completed to the Finance Officer ' s satisfaction . The Finance Officer may then release the executed Bonds and other documents for delivery to the appropriate persons or organizations . Without limiting the generality of the foregoing, the Board specifically authorizes the Finance Officer to approve changes to any documents previously signed by County officers or employees , provided that the Bonds must be in substantially the form approved by this resolution and that any changes must not substantially alter the intent of the document from that expressed in the form originally executed . The Finance Officer ' s authorization of the release of any such document for delivery will constitute conclusive evidence of that officer ' s approval of any changes . In addition, the Board authorizes the Finance Officer to take all appropriate steps for the efficient and convenient carrying out of the County' s on - going responsibilities with respect to the Bonds . This authorization includes , without limitation, contracting with third parties for reports and calculations that may be required under the Bonds , this resolution, or otherwise with respect to the Bonds . 12. Undertaking for Continuing Disclosure - - The County undertakes , for the benefit of the beneficial owners of the Bonds , to provide continuing disclosure with respect to the Bonds as described in Exhibit B . The Board designates the Finance Officer as the County officer to be primarily responsible for the County' s compliance with its undertakings for continuing disclosure provided for in this resolution . The Finance Officer will provide for the filings and reports ( including the reports of material events ) constituting the continuing disclosure provided for in this resolution . 5 13. Resolutions as to Tax Matters - - The County will not take or omit to take any action the taking or omission of which will cause the Bonds to be " arbitrage bonds , " within the meaning of Section 148 of the " Code " ( as defined below) , or "private activity bonds " within the meaning of Code Section 141 , or otherwise cause interest on the Bonds to be includable in gross income for federal income tax purposes . Without limiting the generality of the foregoing, the County will comply with any Code provision that may require the County at any time to pay to the United States any part of the earnings derived from the investment of the proceeds of the Bonds , and the County will pay any such required rebate from its general funds . For this paragraph, " Code " means the United States Internal Revenue Code of 1986 , as amended, including applicable Treasury regulations . 14. Book-Entry System for Bond Registration - - The County will issue the Bonds by means of a book- entry system, with one bond certificate for each maturity immobilized at The Depository Trust Company, New York, New York ( " DTC " ) , and not available for distribution to the public . The book- entry system for registration will operate as described in the Official Statement . Therefore , so long as the book- entry system of registration with DTC is in effect, ( a) the County will make Bond payments only to DTC or its nominee as registered owner of the Bonds , (b ) the County will not be responsible or liable for any transfer of payments to parties other than DTC or for maintaining, supervising or reviewing the records maintained by DTC or any other person related to the Bonds , and ( c) the County will not send redemption notices ( or any other notices related to the Bonds ) to anyone other than DTC or its nominee . The Board, by resolution, may elect to discontinue the County' s book- entry system with DTC . The Board authorizes the Finance Officer to enter into any agreements that officer deems appropriate to put into place and carry out the book- entry system with DTC . 15. Finding as to Useful Life and Term of the Bonds - The Board finds and determines that the average weighted maximum useful life of the projects to be financed with the proceeds of the Bonds is at least twenty- five years , subject to ordinary maintenance for projects of this type , and therefore the term of the Bonds will be within that maximum useful life . 6 16. Miscellaneous Provisions - The Board authorizes all County officers and employees to take all further action as they may consider desirable in carrying out the purposes of this resolution . The Board ratifies all prior actions of County officers and employees in this regard . Upon the absence , unavailability or refusal to act of the Chair, the County Manager or the Finance Officer, any of the other named officers may assume any responsibility or carry out any function assigned to another officer in this resolution . In addition, upon the unavailability of the Chair or the Clerk, respectively, any of the rights or responsibilities directed to such officers may be carried out or exercised by the Vice Chair or any Deputy or Assistant Clerk . All other resolutions , or parts thereof, in conflict with this resolution are repealed, to the extent of the conflict . This resolution takes effect immediately. NOW THEREFORE BE IT ORDAINED by the Board of Orange County Commissioners tha this resolution is effective upon approval . Upon motion of Commissioner seconded by Commissioner - � f the foregoing resolution was adopted this , the 7 day of April, 2020 . I, Donna S . Baker, Clerk to the Board of Commissioners for the County of Orange, North Carolina, DO HEREBY CERTIFY that the foregoi g is a true copy of so much of the proceedings of said Board at a meeting held on 2020 , as relates in any way to the adoption of the foregoing and that said proceedings are recorded in Minute Book No . of the minutes of said Board . WITNESS my hand and the seal of said County, the 7th day of April , 2020 . G4 Donna S . Baker Clerk to the Board i a . . a� . ,. � 7 EXHIBIT A - Form of Bonds REGISTERED REGISTERED Number R = X UNITED STATES OF AMERICA STATE OF NORTH CAROLINA ORANGE COUNTY General Obligation School Bond , Series 2020 INTEREST RATE MATURITY DATE DATED DATE CUSIP August 1 , May 7 , 2020 684 609 XXX REGISTERED OWNER : * * * * * CEDE & CO . * * * * * PRINCIPAL AMOUNT . * * * * THOUSAND DOLLARS ( $ , 000 ) * * * ORANGE COUNTY, NORTH CAROLINA (the "County '), for value received, promises to pay to the registered owner of this Bond, or registered assigns or legal representative , the principal amount stated above on the maturity , date stated above , subject to prior redemption as described below, and to pay interest on this Bond semiannually on each February 1 and August 1 , beginning February 1 , 2021 , at the annual rate stated above . Interest is payable ( a) from the dated date stated above , if this Bond is authenticated prior to February 1 , 2021 , or (b ) otherwise from the February 1 or August 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 bear interest from the date to which interest has been s