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HomeMy WebLinkAboutRES-2020-022 Resolution Authorizing the Issuance of Approx. $40,000,000 in Installment Purchase Financing for CIP Projects 3 FES-2020-022 Attachment 1 Resolution providing final approval of terms and documents for Spring 2020 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. 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 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, to provide financing for new public assets and improvements. 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; (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 $45,000,000, an annual true interest cost of the financing not to exceed 5.50%, and a financing term not to extend beyond December 31, 2040.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 FHN 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 5 the Board's responsibility, to ensure that the Official Statement 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. 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 Trustee under the Supplemental Trust Agreement referenced in Exhibit B. 6 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 Facility, Accessibility, Safety and Security Projects $ 212,634 Generator Projects $ 33,000 HVAC Projects $ 230,218 Major Plumbing Repairs $ 50,885 Northern Campus— Detention Center $ 21,989,681 Northern Campus— EAC $ 5,677,065 Northern Campus— Parks Operations $ 1,404,810 Government Services (Link) Remediation $ 581,503 Skill Development Relocation - Europa Center Upfits $ 254,953 Roofing and Fagade Projects $ 686,167 Parks and Recreation Facility Renovations. Repairs, Safety Improvements $ 246,500 Conservation Easements $ 259,514 River Park, Phase II $ 118,509 ITGC Initiatives $ 197,826 IT Infrastructure $ 489,910 Communication Systems $ 273,221 Solid Waste - Equipment and Vehicles $ 717,228 Solid Waste - Administrative Building Remediation $ 281,324 Sportsplex Capital Items - 2 Vans $ 70,090 Schools - Recurring Capital Needs $ 3,000,000 Schools - Improvements to Older Facilities $ 472,941 Schools—Other Various Projects $ 3,242,252 Total Project Costs $ 40,490,231 The County will also use additional loan proceeds to pay financing costs. 8 Exhibit C -- Draft Documents (a) A draft dated March 9, 2020, of a Third Supplemental Trust Agreement to be dated on or about May 1, 2020, 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 March 9, 2020, of a Deed of Trust Supplement#3 to be dated on or about May 1, 2020, 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 April 16, 2020, 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.