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HomeMy WebLinkAboutAgenda - 06-25-2001-9cORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 25, 2001 Action Age da Item No. ~^ SUBJECT: Sale of 1997 Bonds and Refundin Bonds DEPARTMENT: Finance PUBLIC HEARING: (Y/N) No ATTACHMENT(S): INFORMATION CONTACT: Resolution for Bond Sale Ken Chavious, ext 2453 Draft Preliminary Official Statement (Under Separate Cover) TELEPHONE NUMBERS: Hillsborough 732-8181 Chapel Hill 9684501 Durham 688-7331 Mebane 336-227-2031 PURPOSE: To consider adoption of a resolution formally authorizing the July sale of the 1997 referendum bonds and the'refunding bonds approved by the Board in previous action. BACKGROUND: During the past several weeks, the Finance Director has worked with the Local Government Commission (LGC) and Bond Counsel to pursue a sale of $17,470,000 in bonds approved by the voters on November 4, 1997. In addition, the Board has taken action authorizing the Finance Director to pursue a refunding of a portion of the 1992 voter approved bonds. Both of these initiatives are currently scheduled for July 31, 2001. The 1997 referendum bonds include the following projects: $12,500,000 School Bonds for Cedar Ridge High School 1,800,000 Affordable Housing Bonds for various projects 3,170,000 Parks bonds for various projects The refunding bonds are estimated at an amount not to exceed $24,000,000 including issuance costs, and savings have been estimated to be in excess of $50,000 annually and slightly less than $700,000 for the remaining term. The LGC requires the County to adopt a resolution formally authorizing the sale and the refunding. The authorization for both actions has been included in one resolution. The resolution accomplishes the following: • Formally authorizes the sale of the 1997 bonds. • Farmally authorizes the sale of the refunding bonds. • Formally pledges the County's taxing power to provide for the payments on the bonds. • Authorizes the Finance Director, in consultation with the LGC, to set the final payment schedule. • Approves the form of the official Statement prepared by the County and the LGC. • Makes the required continuing disclosure commitments. Authorizes County staff to complete the process of issuing bonds. The resolution has been prepared by Bond Counsel in compliance with the requirements of the LGC. FINANCIAL IMPACT: A debt service appropriation of $465,000 related to %2 year's interest on the 1997 bonds is included in the Manager's Recommended budget for 2001-2002. Savings on the issuance of the refunding bonds is detailed above. RECOMMENDATION(S): The Manager recommends that the Board adopt the resalution formally authorizing the sale of the 1997 bonds and the refunding bonds. 3 RESOLUTION FOR A BOND SALE WHEREAS: The voters of Orange County, North Carolina (the "County"), on November 4, 1997, approved the issuance of (a) $47,000,000 of the County's general obligation bonds to pay capital costs of providing school facilities (the "School Bonds"), (b) $6,000,000 of general obligation bonds to pay capital costs of providing parks and recreation facilities (the "Parks Bonds"), and (c) $1,800,000 of general obligation bonds to pay capital costs of providing housing for the benefit of persons of low and moderate income (the "Affordable Housing Bonds"). In addition, earlier on June 25, 2001, the County's Board of Commissioners (the "Board") authorized the issuance of up to $24,000,000 of County general obligation refiinding bonds (the "Refunding Bonds") to refinance the County's obligations with respect to its 1994 school bonds. The Refunding Bonds do not require referendum approval. The Board has now determined that the County should issue a portion of such bonds. BE IT THEREFORE RESOLVED by the Board of Commissioners of Orange County, North Carolina, as follows: 1. Determination To Sell Referendum Bonds -The County will issue and sell the following bonds for their respective authorized purposes: (a) The remaining $12,500,000 of the unissued School Bonds, (b) The remaining $3,170,000 of the unissued Parks Bonds, and (c) All $1,800,000 of the Affordable Housing Bonds. Such School Bonds, .Parks Bonds and Affordable Housing Bonds will be combined for sale as a single issue (referred to in this resolution as .the "Referendum Bonds") (the Referendum Bonds and the Refunding Bonds will be referred to collectively in this resolution as the "Bonds"). 2. Determination To Sell Refunding Bonds -- The County will also issue and sell the Refunding Bonds for their authorized purpose: The Refunding Bonds will be sold as a separate issue but simultaneously with the Referendum Bonds. 3. Repayment Schedule -Each Bond will bear interest at such rate as will be determined at the time of its sale, with interest payable on such dates as the Finance Officer determines in consultation with the North Carolina Local Government Commission (the "LGC"). In addition, the principal of the Bonds will be payable on 4 such dates and in such years and amounts as the Finance Officer determines after consultation with the LGC, except that the final maturity for the Bonds must not extend beyond December 31, 2025. 'The Finance Officer will execute a certificate prior to the initial delivery of the Bonds designating the principal and interest payment schedule for the Bonds, and such certificate will be conclusive evidence of the Finance Officer's approval and determination of the payment schedule. Principal, premium, if any, and interest will be payable in lawful money of the United States of America. 4. 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 Bond's. Unless other funds .are lawfully available and appropriated for timely payment of the Bonds, the Board 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. 5. Approval of O~eial Statement for Offering -There has been made available to each member of the Board the form of an official statement (the "Official Statement") relating to the Bonds, pursuant to which the Bonds will be offered for sale. The Official Statement remains subject to completion and amendment. The Official Statement is approved as the form of official statement pursuant to which the Bonds will be offered for sale. The actions of the Finance Officer, in collaboration with the LGC, to prepare the text of the Official Statement are ratified, approved and confirmed. The Board approves the LGC's distribution of the Official Statement to prospective purchasers of the Bonds. The Official Statement as so distributed must in substantially the form presented to this meeting, with such changes as the Finance Officer may approve. The Board acknowledges that it is the County'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. By the adoption of this resolution, the Board members approve the Official Statement as materially correct and complete, and further acknowledge and accept their own responsibility far causing the County to fulfill these responsibilities for the Official Statement. 6. Redemption Provisions ---Bonds maturing prior to the principal payment date in the year 2012 will not be subject to redemption prior to maturity. Bonds maturing on the principal payment date in the year 2012 and thereafter will be redeemable, at the County's option from any moneys that may be made available for 5 R such purpose; either in whole or in part, on or after the principal payment date in the year 2011, at the principal amount of the Bands to be redeemed, together with interest accrued thereon to the date fixed for redemption, plus a premium of 1/2 of 1% of the principal amount of each Band to be redeemed for each period of 12 months or part thereof between the redemption date and the maturity date of such Bonds, such premium not to exceed 2% of such principal amount. If less than all of the Bonds stated to mature on different dates are called for redemption, the Bonds will be redeemed in the inverse order of their maturities. If less than all of the Bonds of any one maturity are called for redemption, the Bonds or portions thereof of such maturity to be redeemed will be selected by lot in such manner as the County in its discretion may determine; provided, however, that the portion of any Bond to be redeemed must be in the principal amount of $5,000 or some integral multiple thereof and that, 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 such Bond by $5,000. If a portion of a Bond is called for redemption, a new Bond in amount equal to the unredeemed portion thereof will be issued to the registered owner upon the surrender thereof. The County will give notice of redemption by certified or registered mail to the registered owners of the Bonds. The County will mail such notice not more than 60 days and not less than 30 days prior to the date fixed for redemption. 7. Form of Bonds -- The Bonds will be in substantially the farm set out in Exhibit A. The Referendum Bonds will be designated "General Obligation Public Improvement Bonds, Series 2001," and the Refunding Bonds will be designated "General Obligation Refunding Bonds, Series 2001." The Bonds, will be dated August 1, 2001, will be in fully registered form, in denominations of $5,000 and integral multiples thereof, and will be numbered R-1 upward separately within each series or consecutively across the series, as the Finance Officer may determine. The Bonds must be signed by the manual or facsimile signature of the Board's Chair or Vice Chair, must be countersigned by the manual or facsimile signature of the Board's Clerk or any Assistant Clerk, and the County's seal must be affixed thereto or a facsimile thereof printed thereon. No Bond will be valid unless at .least one of the signatures appearing on such Bond (which may be the signature of the LGC's representative required by law) is manually applied or until such Bond has been authenticated by the manual signature of an authorized officer or employee of a bond registrar selected by the County. $. Finance Officer as Registrar; Payments to Registered Owners -- The Finance Officer is appointed Registrar for the Bonds. As Registrar, the Finance Officer will 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 6 entitled to payment of principal, premium, if any, and interest and the exercise of all rights and powers of the owner, except that interest payments will be made to the person shown as owner on the registration books an the 15th day of the month preceding each interest payment date. 9. Advertising Bonds for Sale -- There has been made available to the Board a draft of a Notice of Sale and Bid Form relating to the Bonds (the "Notice of Sale"). The Finance Officer, in collaboration with the LGC, is authorized and directed to take all proper steps to advertise the Bonds for sale substantially in accordance with the draft Notice of Sale, which is hereby approved, provided that the Finance Officer, in collaboration with the LGC, may make such changes in the Notice of Sale not inconsistent with this resolution as such officer may consider to be in the County's best interest. In addition, the Finance Officer is authorized and directed to provide for the publication of a notice of sale of the Bonds, in such form as such officer may determine, at least one time each in both (a) a newspaper having general circulation in the County and (b) a recognized national financial journal, in each case at least fve days before the sale date for the Bonds, all in accordance with LGC guidelines. 10. LGC To Sell Bonds =The County asks the LGC to sell the Bonds, to receive and evaluate bids and to award the Bonds to the successfixl purchaser. 11. Completing Official Statement after Sale -- After bids have been received and the LGC has awarded the Bonds to the successful purchaser, the Finance Officer is authorized and directed to prepare, in collaboration with the LGC, a supplement to the Official Statement containing, among such other matters as may be appropriate, information requixed pursuant to Rule 15c2-12 ("Rule 15c2-12") promulgated by the United States Securities and Exchange Commission under the United States Securities Act of 1934, as amended. The County, together with the LGC, will arrange for the delivery within seven business days of the date the Bonds are sold of a reasonable number of copies of the supplemented Official Statement to the successful bidder on the Bonds for delivery to each potential investor requesting a copy of the supplemented Official Statement and to each person to whom such bidder and members of the bidding group initially sell the Bonds. 12. Finance G~cer To Complete Bond Closing -After the sale of the Bonds, the- Finance Officer and all other County officers and ,employees are authorized and directed to take all proper steps to have the Bonds prepared and executed in accordance with their terms and to deliver the Bonds to the purchaser upon payment for the Bonds. The Finance Officer is authorized and directed to hold the executed Bonds, and any other documents authorized or 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, and thereupon to release the executed Bonds and other documents for delivery to the appropriate persons or organizations. Without limiting the generality of the foregoing, this authorization and direction is specifically extended to authorize the Finance Officer (a) to enter into such agreements or take such other actions as such officer may deem appropriate in connection with obtaining bond insurance for the Bonds or completing the refunding that is the purpose of the Refunding Bonds (such as giving notice of the redemption of the 1994 school bonds, executing an escrow agreement with an escrow agent and arranging for the verification of calculations related to the refunding), and (b) to approve changes to any documents or closing certifications pzeviausly signed by County officers or employees, provided that the Bonds will be in substantially the form approved by this resolution and that any such changes will not substantially alter the intent of such certificates from that expressed in the forms of such certificates as executed by such officers or employees. The Finance Officer's authorization of the release of any such document for delivery will constitute conclusive evidence of such officer's approval of any such changes. 13. 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 provisions for continuing disclosure 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 of the Bonds.. 14. Finance Officer as Disclosure Official -The Board • designates the Finance Officer, on the County's behalf, to deem the supplemented Official Statement to be a "Final Official Statement" within the meaning of Rule 15c2-12. The LGC's distribution of the supplemented Official Statement will be conclusive evidence that the County has deemed it final as of its date. The Board further 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. 15. 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 8 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 through the closing date of the Bonds, including applicable Treasury regulations. 16. Book Entry System for Bond Registration -- The Bonds will be issued by means of a book-entry system, with one bond certificate for each maturity immobilized at The Depository Trust Company; New Yark, 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, (a) the County will pay principal, premium, if any, and interest on the Bonds to DTC ar its nominee as registered owner of the Bonds, (b) the County will not be responsible or liable for such 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 mailing redemption notices (or any other notices related to the Bonds) to anyone other than DTC or its nominee so long as the book-entry system of registration with DTC is in effect. The County may elect the to discontinue the book-entry system with DTC. 17. Ratification of Professionals -The Board confirms the selection of Robert M. Jessup, Jr. of the Sanford Holshouser Law Firm to serve as the County's bond counsel with respect to the Bonds and of Banc of America Securities to serve as the County's financial advisor with respect to the'refunding. 18. Call of 1994 School Bonds for Redemption -The Board authorizes and directs the Finance Off cer to make, on the County's behalf, an irrevocable call for redemption of such of the County's School Bonds, Series 1994, as the Finance Officer (after consultation with the LGC) 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 Refunding Bonds. 19. Miscellaneous Provisions -- A11 County officers and employees are authorized and directed to take all such further action as they may consider necessary or desirable in connection with the furtherance of the purposes of this resolution. A11 such prior actions of County officers and employees are ratified, approved and confirmed. All other resolutions, or parts thereof, in conflict with this resolution are repealed, to the extent of the conflict. This resolution takes effect immediately. 9 EXHIBIT A -Form of Bonds REGISTERED Number R-X UNITED STATES OF AMERICA STATE OF NORTH CAROLINA ORANGE COUNTY REGISTERED General Obli anon ublic Im rovement/Refundin Bond Series 2001 INTEREST RATE MATURITY DATE DATED DATE CUSIP Febru 1, Au st 1, 2001 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 hereof, or registered assigns or legal representative, the principal amount stated above on the maturity date stated above, subject to prior redemption as described herein, and to pay interest on this Bond semiannually on each February 1 and August 1, beginning February 1, 2002, at the annual rate stated above. Interest is payable (a) from August 1, 2001, if this Bond is authenticated prior to February 1, 2002, 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 hereon is in default, in which case this Bond will bear interest from the date to which interest has been paid). Principal, premium, if any, and interest are payable in lawful money of the United States of America. This Bond is one of an issue of the County's $xxxxxxx General Obligation [Public Improvement/R.efunding] Bonds, Series 2001 (the "Bonds"), of like date and tenor, except as to number, [denomination,] rate of interest, privilege of redemption and maturity. The Bonds are issued pursuant to a resolution adopted by such Board on rune 25, 2001, and the Constitution and laws of the State of North Carolina, including the Local Government Band Act. 10 The County's full faith and credit are pledged for the payment of principal of and interest on this Bond. The Bands are issued 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. Transfer of beneficial ownership interests in the Bonds in the principal amount of $5,000 or any integral multiple thereof will be effected an the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. Principal, premium, if any, and interest on the Bonds are payable by the County to DTC or its nominee as registered owner of the Bonds. The County is not responsible or liable for such transfer of ownership or payments or for maintaining, supervising or reviewing the records. maintained by DTC, its participants or persons acting through such participants. Bonds maturing prior to February 1, 2012, are not subject to redemption prior to maturity. Bonds maturing on February 1, 2.012, and thereafter are redeemable, at the County's option from any moneys that may be made available for such purpose, either in whole or in part; on or after February 1, 2011, at the principal amount of the Bonds to be redeemed, together with interest accrued thereon to the date fixed for redemption, plus a premium of 1/2 of 1% of the principal amount of each Bond to be redeemed for each period of 12 months or part thereof between the redemption date and the maturity date of such Bonds, such premium not to exceed 2% of such principal amount. If less than all of the Bonds stated to mature on different dates are called for redemption, the Bonds will be redeemed in the inverse order of their maturities. If less than all of the Bonds of any one maturity are called for redemption, the particular Bonds or portions of Bonds of such maturity to be redeemed will be selected by lot in such manner as the County in its discretion may determine; provided, however, that the portion of each Bond to be redeemed will be in the principal amount of $5,000 or some integral multiple thereof, and that, 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 such Bond by $5,000. Notwithstanding the foregoing, so long as a book-entry system with DTC is used for determining 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. If a portion of a Bond is called for redemption, a new Band in principal amount equal to the unxedeemed portion thereof will be issued to the registered owner upon the surrender thereof. The Caunty will give notice of redemption by certified or registered mail to DTC or its nominee as the registered owner of the Bonds. The County will mail such notice not more than b0 days and not less than 30 ,days prior to the date fixed for 11 redemption. The County is not responsible for sending notices of redemption to anyone other than DTC or its nominee. If (a) DTC determines not to continue to act ;as securities depository for the Bonds or (b) the County so elects, the County will discontinue the boak-entry system with DTC. 1f the County fails to identify another qualified securities depository to replace DTC, the County will deliver replacement Bonds in the form of fully- registered certificates. The County Finance Officer has been appointed Registrar for the Bonds. As Registrar; the Finance Officer will maintain appropriate books and records indicating ownership of the Bonds. The County will treat the registered owner of this Bond as the person exclusively entitled to payment of principal, premium, if any, and interest and the exercise of all other rights and powers of the owner, except that interest payments will be made to .the person shown as owner on the County's registration books on the 15th day of the month preceding each interest 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 issuance of this Bond have happened, exist and have been performed, and the issue of Bonds of which this Bond is one, together will all other indebtedness of the County, is within every debt and other limit prescribed by the Constitution and laws of the State of North Carolina. IN WITNESS WHEREOF, Orange County, North Carolina, has caused this Bond to signed by the Chair of its Board of Commissioners, to be countersigned by the Clerk to such Board, its seal to be affixed hereto and this Bond to be dated June 1, 2001. COUNTERSYGNED: (SEAL) [Sample only - do, not sign? Sam le onl - do not si n Clerk, Board of Commissioners, Chair, Board of Commissioners, Orange County, North Carolina Orange County, North Carolina The Bonds have been approved by the North Carolina Local Government Commission in accordance with the Local Government Bond Act. jSample only - do not signl Robert M. High Secretary, Local Government Commission 12 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 OR TRANSFEREE: the within .bond and all rights thereunder, hereby irrevocably constituting and appointing ,Attorney, to transfer said bond on the books kept far the registration thereof, with fii11 power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company (Signature of Registered Owner) NOTICE: The signature above must correspond with the name the registered owner as it appears on the front of this bond in every particular without alteration or enlargement or any, change whatsoever. 13 Exhibit B -- Undertaltin for Continuin Disclosure The County undertakes, for the benefit of the beneficial owners of the Bonds, to provide the following: (a) by not later than seven months from the end of each of the County's fiscal years, to each nationally recognized municipal securities information repository ("NRMSIR"), and the state information depository for the State of North .Carolina ("SID"), if any, 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 form 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, to each NRMSIR, and to the SID, if any, (i) 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 under heading "The County -Debt Information" and "- Tax Information" in the final Official Statement (excluding any information on overlapping or underlying units), and (ii) the combined budget of the County for the current fiscal year, to the extent such items are not included in the audited financial statements referred to in (a) above; (c) in a timely manner, to each NRMSIR or to the Municipal Securities Rulemaking Board ("MSRB"), and to the SID, if any, notice of any of the following events with respect to the Bonds, if material: (]) principal and interest payment delinquencies; (2) non-payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on any credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (7) modifications to rights of the beneficial owners of the Bonds; 14 (8) Bond calls; (9) defeasances; (10) release, substitution or sale of any property securing repayment of the Bonds; and (11) rating changes; and (d) in a timely manner, to each NRMSIR ar to the MSRB, and to the SID, if any, 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. If the County fails to comply with the undertaking described above, any beneficial owner of the Bonds may take action to protect and enforce the rights of all beneficial owners 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 Bonds. A11 actions will be instituted, had and maintained in the manner provided in this paragraph for the benefit of all beneficial owners of the Bonds. 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; (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 registered owners of a majority in principal amount of the Bonds pursuant to the terms of the bond resolution, 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.