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Home My WebLink AboutRES-2022-023-Resolution Providing Final Approval of Terms and Documents for Spring 2022 Installment Financing 3 FES-2022-023 Attachment 1 Resolution providing final approval of terms and documents for Spring 2022 installment financing 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 on Exhibit A. The Board has determined to carry out the financings by using an installment financing, as authorized under Section 160A-20 of the North Carolina General Statutes. In an installment financing, the County secures the financing by its promise to pay and a mortgage-like interest in some or all of the property to be acquired or improved, but not by a pledge of specific revenues or the taxing power. County staff recommends that the County accept a proposal from Truist Commercial Equity, Inc. (the "Lender") to provide the financing. County staff has made available to the Board the draft documents listed on Exhibit B (the "Documents"), which 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. The Board of Commissioners of Orange County, North Carolina, RESOLVES, 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 improvements and acquisitions. The County will carry out the projects with financing from the Lender substantially in accordance with a financing proposal from the Lender dated March 15, 2022. Under the financing plan, the County will receive funds from the Lender 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 listed on Exhibit C. 2. Approval of Documents;Direction To Execute Documents--The Board approves the forms of the Documents submitted to this meeting. The Board 4 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 be consistent with the financing plan described in this resolution and must provide (a) for the amount financed by the County not to exceed $43,000,000, (b) for an annual interest rate or rates not to exceed 2.41% (in the absence of default, or a change in tax status), and (c) for a financing term not to extend beyond February 1, 2043. The amount financed under the Documents may include amounts to pay financing expenses and other necessary and incidental costs. 3. 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 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 2 5 be required under the Documents, this resolution or otherwise with respect to the financing. 4. 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 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. 3 6 Exhibit A - list of projects to be financed with estimated amounts Project Est. Amount ($) Lake Orange Dam Remediation 908,438 Parks and Rec R&R 203,268 Conservation Easement 262,000 Neuse River Rules Nutrient Management 56,198 Solid Waste Vehicle Replacements 516,739 Solid Waste Equipment Replacement- Grinder 833,500 C&D Construction Phase II 230,643 High Rock Improvements 470,000 Facility Accessibility, Safety and Security Improvements 195,584 HVAC Projects 106,996 Major Plumbing Repairs 43,960 Orange County Southern Branch Library (County portion) 18,965,438 Parking Lot Improvements 241,648 Phillip Nick Waters Building Remediation 545,242 Roof& Building Facade Projects 434,778 Criminal Justice Resource Department 17,598 Southern Campus Expansion 299,422 Communication System Improvements 157,755 Emergency Services Substations Efland EMS & Medical Examiners Station 5,438,929 4 7 Waterstone EMS Station & Location Study 3,506,703 Sportsplex - Facility Maintenance/Replacement 104,333 ITGC 150,383 IT Infrastructure 1,507,944 Sheriff Vehicles 255,473 EMS Vehicles 439,092 DEAPR Vehicles 68,650 Animal Services Vehicles 47,666 OPT Vehicle Replacement 110,627 Chapel Hill - Carrboro Schools Technology 908,047 Roofing 484,607 Recurring Capital 1,810,800 Fire Safety 164,172 Supplemental Deferred 217,568 Stormwater Management 105,295 Orange County Schools Recurring Capital 1,189,200 Supplemental Deferred 320,400 TOTAL $41,319,098 The County will also use additional loan proceeds to pay financing costs. 5 8 Exhibit B -- Draft Documents (a) A draft dated April 26, 2022, of a Fourth Supplemental Trust Agreement to be dated on or about May 11, 2022, 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 two limited obligation bonds to the Lender, 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 April 26, 2022, of a Deed of Trust Supplement#4 to be dated on or about May 11, 2022, 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 repayment obligations and its other obligations under the financing documents. Exhibit C - Potential Collateral Facilities The County's Government Services Annex at 208 S. Cameron St., along with the County's Link Center and the District Attorney's office building in Hillsborough The County's Emergency Operations Center on Meadowlands Drive in Hillsborough The Northern County Campus land and buildings The County's Southern Campus land and buildings in Chapel Hill The planned Efland EMS and Medical Examiner's Station The County's interest in the Carrboro 203/Southern Branch Library Building 6