HomeMy WebLinkAboutRES-2021-032-Resolution providing final approval of terms and documents for Spring 2021 installment financing for capital projects and loan refinancings RES -2021 - 032 eMM000I Attachment 2
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iding final approval of terms and Resolution prov
documents for Spring 2021 installment financing for
capital projects and loan refinancings
Introduction
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 in Exhibit A, and to refinance some existing
County loans as described in Exhibit B .
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 . In an installment financing, the County' s repayment obligation is
secured by a mortgage - type interest in all or part of the property being acquired or
improved, but not by any pledge of the County' s taxing power or any specific revenue
stream . The County' s financing plan also includes the use of limited obligation bonds
(the " 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 Board ' s final approval of the financing terms and
the substantially final financing documents, and authorizes County staff to complete
the financing process .
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 as well as refinancing of
existing loans .
Under the financing plan, the County will receive funds from the sale of the
Bonds to carry out the projects , including the refinancings . The County will pay the
Bonds over time, with interest . The County will secure its repayment obligation by
granting a mortgage - like interest in some or all of the property acquired or improved
through the proceeds of the new borrowing and, potentially some or all of the
property acquired or improved through the proceeds of the borrowings to be
refinanced . In particular, the County expects that the collateral will include some or
all of the following : the County' s Whitted Building on West Tryon Street in
Hillsborough ; the County library on Margaret Lane in Hillsborough ; Culbreth Middle
School on Culbreth Road in Chapel Hill ; and Blackwood Farm Park on N & 86 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 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 aggregate principal
amount of the Bonds to not exceed $ 39 , 000 , 000 and a financing term not to extend
beyond December 31 , 2041 . Bonds related to refinancings must be payable not later
than the end of the fiscal year in which the refinanced obligations are payable . The
amount financed under the Documents may include amounts to pay financing
expenses and other necessary and incidental costs . As indicated in the draft
Documents , some of the Bonds will be issued on a taxable basis , and some on a tax-
exempt basis . The true interest cost on the tax- exempt bonds must not exceed 4 . 00 % ,
and the true interest cost on the taxable bonds must not exceed 1 . 50 % .
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3. Sale of Bonds; Approval of Official Statement - The Board appoints
FHN Financial Capital Markets , as senior manager, and Robert W. Baird & Co .
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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 .
The Board acknowledges that it is the County' s responsibility, and ultimately
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
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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 Board authorizes the County Manager and 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 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 Trust Agreement referenced in Exhibit C .
6. Redemption of Prior Obligations - The Board directs the Finance
Officer to make, on the County' s behalf, an irrevocable call for prepayment or
redemption of such of the County' s existing loan and financing obligations as the
Finance Officer deems beneficial to the County, including any or all of obligations
described in Exhibit B . The Finance Officer shall make this call for redemption by the
execution and delivery of an appropriate certificate in connection with the original
delivery of the Documents .
7. Release of County Library Property - The County requests that The
Bank of New York Mellon Trust Company, N .A ., as Trustee , release the existing
financing lien on the Orange County Library property in Hillsborough . This property
currently secures an existing County financing. The County wants the existing lien
released so the Library property can form part of the collateral for this 2021 financing .
This will facilitate the County' s plan of refinancing some existing loans .
8. Additional 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
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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.
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Exhibit A - list of proiects to be financed with estimated amounts
Component Estimated Cost
Court Street Annex Renovations $ 188 , 600
Criminal Justice Resource Department Expansion / Renovation $ 205 , 779
Accessibility & Security Improvements $ 194, 643
Government Services Annex Stormwater & Renovations $ 375 , 000
HVAC Projects $ 714 203
Major Plumbing Repairs $ 195 , 343
Justice Facility Improvements $ 43 , 221
Parking Lot Improvements $ 57, 280
Roofing & Building Fagade Improvements $ 11130, 353
Whitted Building Stormwater & Renovations $ 942, 372
Link Center Remediation $ 282 , 377
IT Fiber Connectivity $ 302, 532
ITGC Initiatives & IT Infrastructure $ 372 , 097
Solid Waste — Improvements & Vehicle Replacement $ 319 , 952
Emergency Services Vehicle Replacements $ 801 , 802
Sheriff vehicle replacements $ 107 , 104
Communication System Improvements $ 150, 000
Blackwood Farm Park Construction $ 2, 935 , 000
Parks — Renovations & Easements $ 420, 486
Sportsplex — Maintenance & Repairs $ 698 , 304
Land Banking — Affordable Housing $ 628, 313
Orange County Schools — Recurring Capital Projects $ 1, 200, 300
Orange County Schools — Maintenance & Improvements $ 651, 586
Chapel Hill - Carrboro Schools — Recurring Capital Projects $ 11799 , 700
Chapel Hill - Carrboro Schools — IT Infrastructure $ 11519 , 261
Chapel Hill - Carrboro Schools — Supplemental Deferred
Maintenance $ 631 , 740
Chapel Hill - Carrboro Schools — Various Maintenance &
Improvements $ 1808 , 454
Total Project Costs $ 18, 6754? 802
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Exhibit B - list of potential refinancing candidates
Component Estimated Cost
2014 IPC Bank of America $ 3 , 600 , 000
2014 NC DEQ Loan $ 760 , 000
Series 2012 Limited Obligation Bonds $ 3 , 805 , 000
2017 IFC ( Sterling) $ 9 , 895 , 000
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Total Loan Amounts Refinanced $ 18 , 060 , 000
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Exhibit c - - Draft Documents
( a) A draft dated May 4, 2021 , of a Trust Agreement to be dated on or about
June 1 , 2021 , between the County and The Bank of New York Mellon Trust Company,
N .A . (the "Trustee " ) . The Trust Agreement provides 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 May 4 , 2021 , of a Deed of Trust to be dated on or about June
1 , 2021 , from the County to a deed of trust trustee for the Trustee ' s benefit . The Deed
of Trust imposes a security interest on certain County property to secure the County' s
obligations under the Bonds and the other financing documents .
( c) A draft dated April 21 , 2021 , of a Lease Modification between the County
and the Chapel Hill - Carrboro Board of Education . This Lease Modification ( approved
by the School Board on May 6) extends the current financing lease agreement for that
school so as to allow Culbreth to serve as a part of the collateral for this 2021 County
bond issue .
( d) A draft of a Bond Purchase Agreement to be dated on or about June 3 ,
2021 , 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 .
( e) A draft dated May 4 , 2021 , of an Escrow Agreement to be dated on or
about June 1 , 2021 , between the County and the Trustee in the capacity of an escrow
agent, which provides for the escrow agent' s custody and investment of some of the
new bond proceeds until those proceeds can be used to pay off some of the County' s
existing loans .
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RESOLUTION CERTIFICATE
I certify as follows : that the attached resolution was properly adopted at a
meeting of the Board of Commissioners of Orange County, North Carolina; that the
meeting was properly called and held on May 18 2021 ; that a quorum was present
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and acting throughout the meeting; and that this resolution has not been modified or
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amended, and remains in full effect as of today.
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Dated this t day of May, 2021 .
[ SEAL]
Clerk, Board Commissioners
Orange County, North Carolina
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