Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
OTHER-2024-032-Preliminary official statement
T461Z 0%qj/ . Lo r4911 I i Attachment 4 i o v PRELIMINARY OFFICIAL STATEMENT DATED JUNE , 2024 NEW ISSUE BOO -ENTRY ONLY Ratings : Moody ' s :K S &P : �] w .a Fitch : [ ] U . v In the opinion of Bond Counsel and subject to the qualifications described in this Off cial Statement, interest on the 2024A Bonds is not includable in gross income for federal income tax purposes, interest on the 2024E Bonds is includable in gross income for federal income tax purposes, and interest on all the Bonds offered hereby is exempt from current State of North Carolina ° income taxes. See "TAX TREATMENT" herein for additional information regarding tax consequences arising from ownership or Qreceipt of interest on the Bonds. ORANGE COUNTY, NORTH CAROLINA LIMITED OBLIGATION BONDS , SERIES 2024A k TAXABLE LIMITED OBLIGATION BONDS , SERIES 2024B ti d i' q Dated : Date of Delivery Due : October 1 , as shown on the inside front cover I This Official Statement has been prepared by Orange County, North Carolina (the " County") to provide information on 4 the 2024 Bonds described herein. Selected information is presented on this cover page for the convenience of the user. Investors o must read the entire Official Statement to obtain information essential to the making of an* informed investment decision . cSecurity : The payment by the County of the principal of and interest on the 2024 Bonds is limited to ° funds appropriated for that purpose by the Board of Commissioners for the County in its sole discretion, except to the extent payable from Bond proceeds, investment earnings, Net i aProceeds related to casualty or condemnation proceeds, or amounts derived from the o enforcement of remedies on default. U As security for the 2024 Bonds, the Prior Bonds and all other Bonds issued under the Trust w Agreement (as such terms are defined herein), the County has executed and delivered a deed oof trust, as amended, and will execute and deliver a supplement to such deed of trust, granting, IM among other things, a lien of record on the Mortgaged Property subject to Permitted o' Encumbrances (as such terms are defined herein) . THE OBLIGATION TO MAKE PAYMENTS WITH RESPECT TO THE 2024 BONDS IS NOT A GENERAL 22 OBLIGATION OF THE COUNTY, AND THE TAXING POWER OF THE COUNTY IS NOT PLEDGED r DIRECTLY OR INDIRECTLY TO SECURE ANY MONIES DUE TO THE OWNERS OF THE 2024 BONDS . See the caption " SECURITY AND SOURCES OF PAYMENT OF 2024 BONDS " herein . Redemption : The 2024 Bonds are subject to redemption as described herein . a � N Purpose, Proceeds of the 2024 Bonds will be used to ( 1 ) finance the acquisition, construction, equipping o and improvement of certain County facilities as further described herein and (2) pay certain a o costs incurred in connection with the issuance of the 2024 Bonds . Interest Payment Dates, April I and October 1 of each year, commencing October 1 , 2024 Denomination : $ 5 , 000 or integral multiples thereof Delivery . On or about June 2024 o . Bond Counsel: Sanford Holshouser LLP 2 County Attorney: John L . Roberts, Esq. e Financial Advisor, Davenport & Company LLC N Underwriters ' Counsel: McGuireWoods LLP Trustee: The Bank of New York Mellon Trust Company, N. A. BAIRD FHN Financial Capital Markets The date of this Official Statement is June 2024 . o * Preliminary, subject to change . MATURITY SCHEDULE FOR 2024 BONDS * Series 2024A Bonds Due Principal Interest October 1 Amount Rate Yield CUSIP* Series 2024B Bonds Due Principal Interest October 1 Amount Rate Yield CUSIP* * * Preliminary, subject to change . * * CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American Bankers Association by S &P Capital IQ . Copyright © 2024 CUSIP Global Services . All rights reserved. CUSIP data herein is provided by S &P Capital IQ, a division of McGraw-Hill Financial, Inc . The CUSIP data herein is provided solely for the convenience of reference only . Neither the County nor the Underwriters are responsible for selection or use of these CUSIP numbers, and no representation is made as to their correctness on the 2024 Bonds or as indicated above . The CUSIP number for a specific maturity is subject to being changed after the issuance of the 2024 Bonds as a result of various subsequent actions including, but not limited to , a refunding in whole or in part of the 2024 Bonds . IN CONNECTION WITH THIS OFFERING, ROBERT W. BAIRD & CO . INCORPORATED AND FHN FINANCIAL CAPITAL MARKETS (THE "UNDERWRITERS ") MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2024 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET , SUCH STABILIZING, IF COMMENCED , MAY BE DISCONTINUED AT ANY TIME . No dealer, broker, salesman or other person has been authorized to give any information or to make any 1% representation other than as contained in this Official Statement, and if given or made , such other information or representation must not be relied upon . This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the 2024 Bonds by any person in any jurisdiction in which it is not lawful for such person to make such offer, solicitation or sale . The information set forth herein has been obtained from the County and other sources that are deemed to be reliable . NEITHER THE 2024 BONDS NOR THE TRUST AGREEMENT (AS SUCH TERMS ARE DEFINED HEREIN) HAVE BEEN REGISTERED OR QUALIFIED WITH THE SECURITIES AND EXCHANGE COMMISSION BY REASON OF THE PROVISIONS OF SECTION 3 (a) (2) OF THE SECURITIES ACT OF 1933 , AS AMENDED AND SECTION 304 (a) (4) OF THE TRUST INDENTURE ACT OF 19399 AS AMENDED . THE REGISTRATION OR QUALIFICATION OF THE 2024 BONDS OR THE TRUST AGREEMENT IN ACCORDANCE WITH APPLICABLE PROVISIONS OF SECURITIES LAW OF THE STATES IN WHICH THE 2024 BONDS HAVE BEEN REGISTERED OR QUALIFIED, IF ANY, AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES , SHALL NOT BE REGARDED AS A RECOMMENDATION THEREOF . IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED , THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY , FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT , ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE . All quotations from and summaries and explanations of laws and documents herein do not purport to be complete , and reference is made to such laws and documents for full and complete statements of their provisions . Any statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or opinions and not as representations of fact. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE OF THE 2024 BONDS SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COUNTY SINCE THE DATE HEREOF . References to web site addresses presented herein (including the appendices hereto) are for informational purposes only and may be in the form of hyperlinks solely for the reader ' s convenience . Unless specified otherwise, such web sites and the information or links contained therein are not intended to be active hyperlinks or incorporated into , and are not part of, this Official Statement for purposes of, and as that term is defined in, Rule 15c2 - 12 under the Securities Exchange Act of 1934 , as amended. The information set forth herein has been obtained from sources which are believed to be reliable and is in a form deemed final by the County for the purpose of Rule 15c242 under the Securities Exchange Act of 1934 , as amended (except for certain information permitted to be omitted under Rule 15c242 (b) ( 1 )) . The information contained herein is subject to change after the date of this Official Statement, and this Official Statement speaks only as of its date . The Underwriters have provided the following sentence for inclusion in this Official Statement . The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information . ORANGE COUNTY, NORTH CAROLINA BOARD OF COMMISSIONERS Jamezetta Bedford, Chair Sally Greene, Vice Chair Amy Fowler Jean Hamilton Earl McKee Phyllis Portie-Ascott Anna Richards COUNTY STAFF BonnieB . Hammersley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . County Managers TravisMyren . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deputy County Manager GaryDonaldson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chief Financial Officer JohnL . Roberts , Esq . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . County Attorney BOND COUNSEL Sanford Holshouser LLP FINANCIAL ADVISOR Davenport & Company LLC [ s Bonnie B . Hamersley has announced her intent to retire as the County Manager as of July 17, 2024 . The County [has/will] commence [d] a search for a new County Manager . ] i fi i TABLE OF CONTENTS Page INTRODUCTION . . . . . . . * 000 seaseefooffe see 00 * $ Need assuage * @also * * * * * @ see @someone see * 80 # 096 Defeo ease 00 * 9 @Stage 0044440988 seems 9 * 4461 TheCounty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Purpose . . 9 a 0 a 0 4 0 0 a 4 a 0 a t a 8 a 0 a * 8 * a 9 0 0 0 0 * 0 a a & a a a 0 a a a 4 a 0 a 0 0 a 0 0 * a 0 a 0 0 0 0 a 9 9 0 4 0 a 4 a a a a 0 0 a a 4 4 6 0 0 0 0 0 0 a 0 a & a 0 0 a a a 0 8 0 0 a a 0 * 0 * 0 0 0 0 0 a 0 8 0 a 8 0 9 a 4 9 # 0 0 a 6 a a a a a 8 a a 9 6 0 0 0 a 4 1 Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 02 The2024 Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 AdditionalBonds . . 8 8 0 0 6 06 0 0 a a a a a a 4 a a 0 a 0 68 * 840849044 00048 0 0 0 0 8 a 0 a 4 a 9 6 0 a a a 0 0 ofiesta * 88 * 81 6 9 6 6 6 a 0 0 0 a 0 a 6863 Book—Entry Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 TaxStatus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 03 Professionals ' Additional Information . . . . . . . go $ 40000 ease ease sea bases 0 08080 3 THE2024 BONDS . . a a a a 8 a * 6 9 6 0 0 4 a 0 & a 4 a a a a 9 a 0 a 4 8 6 1 9 0 4 0 a 0 0 a a 0 a a 0 8 9 4 9 0 0 # 0 0 0 0 a * 8 a a a 0 9 0 * 0 0 a a 0 a a a 0 a 0 0 a a 8 0 8 0 0 a 0 0 a 0 a 4 * 0 a a a a a 0 a a 9 6 0 0 a 0 0 0 0 0 0 0 6 a # a a a 4 a 9 4 0 0 4 0 0 0 a a a 8 84 Authorization . . . . . . . . . . . . . . assess 69 * 04 60040 $ * 64 Gooses see 40 $ 0 & 88 * 88864080 got 000 * 40 * seems * alleges 40004 $ 8 see & @ * Done 686000008 000 some @@4 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Redemption Provisions seasonal ease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . level . . . . . . . . . . . . . . . . 05 SECURITY AND SOURCES OF PAYMENT OF 2024 BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Payment of Bonds ; Limited Obligations Budget and Appropriations 6 Trust Agreement . . . . . . . . 60900 * * Oo as @Game madams MGM sea 04 00 * 7 Deedof Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Enforceability AdditionalBonds . . . . . 9866440 * 0008 Damage memo 0004ae $ 0000 as as 8808894044a 00 0006000 asafessewoom 0 * 8080 Useof Net Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 AVAILABLE SOURCES FOR PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 GeneralFund Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 THEPLAN OF FINANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 TheProjects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 The Mortgaged Property 00000000 $ 0600880 * 80468 000808 10 ESTIMATED SOURCES AND USES OF FUNDS TOTAL ANNUAL DEBT SERVICE REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 I' CERTAIN RISKS OF 2024 BOND OWNERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Insufficiencyof Payments . 0 . 960 . . 0004 . . . . 6 . . 960000000 . 0 . 0 . . 09000 . . 0 . . 00 . . . . . 60 . 0 . 60 . 09040 . . 000 . . 0 . . . . . 69 . 66400 . 0 . 0 . . 0 . . 0 . 8 . . . . 6 . 14640013 ; Riskof Nonappropriation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 , Value of Collateral UninsuredCasualty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Outstanding General Obligation Debt of the County . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o $ 15 EnvironmentalRisks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Additional Bonds . . . . . . . . 04000 $ 6 15 i Bankruptcy . . . . . . . . . . . . . ease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e l 5 Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 ClimateChange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 is THE COUNTY General FinancialInformation . , possesses Moslem * * * 00 * $ o 0000088094 gas * Stooge 0600 & * * 8068 one sea met 000 00 00 * 0008 0800008 * ease@ 60 16 LEGAL MATTERS 17 Litigation 17 Opinionsof Counsel . a 8 a a 0 a a 0 0 0 0 0 a a a 0 a a a a a 9 9 6 0 9 0 0 4 0 6 a a a a a a a 9 a a 4 a a 0 a 0 8 a a a 0 a # a a 0 8 a 0 9 9 0 6 6 4 a a a a a a 0 a a # 0 9 6 0 a 0 0 0 0 0 0 0 a 0 0 a a 4 a 0 a a 0 a a a a a 8 a a 8 0 6 6 a J 7 1 TABLE OF CONTENTS (continued) Page TAXTREATMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Opinionof Bond Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Federal Tax Matters Related to the Taxable 2024B Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 NoticePursuant to IRS Circular 230 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 OriginalIssue Premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 OriginalIssue Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 CONTINUING DISCLOSURE OBLIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 rv� The County ' s Continuing Disclosure Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 RATINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Appendix A The County Appendix B Management ' s Discussion and Analysis and the Basic Financial Statements of Orange County, North Carolina Appendix C Summary of Principal Legal Documents Appendix D Forms of Opinions of Bond Counsel Appendix E Book-Entry Only System 11 i i i i Orange County, North Carolina $ * Limited Obligation Bonds , Series 2024A E $ * Taxable Limited Obligation Bonds , Series 2024B j I INTRODUCTION c The purpose of this Official Statement, which includes the Appendices hereto , is to provide certain information in connection with the Orange County, North Carolina Limited Obligation Bonds , Series 2024A in the aggregate principal amount of $ (the "2024A Bonds ") and Taxable Limited Obligation Bonds , Series 2024B in the aggregate principal amount of $ * (the "2024B Bonds" and, together with the 2024A Bonds , the "2024 Bonds ") The 2024 Bonds will be issued pursuant to a Trust Agreement dated as of June 1 , 2021 (the "2021 Trust Agreement"), as previously supplemented and as supplemented by a Second Supplemental Trust Agreement (the " Second Supplemental Trust Agreement" and, together with the 2021 Trust Agreement, as previously supplemented, the "Trust Agreement"), each between Orange County, North Carolina (the " County") and The Bank of New York Mellon Trust Company, N .A . , as trustee (the "Trustee ") . I;! Pursuant to the Trust Agreement, the County has previously issued its ( 1 ) $ 19 , 355 , 000 Limited G Obligation Bonds, Series 2021A (the "2021A Bonds ") , of which $ 15 , 650 , 000 in principal amount is currently Outstanding, (2) $ 4 , 230 , 000 Taxable Limited Obligation Refunding Bonds , Series 2021B (the "202113 Bonds ") , of which $ 1 , 945 , 000 in principal amount is currently Outstanding, (3 ) $ Limited Obligation Bonds, Series 2023A (the "2023A Bonds ") , [all of which remain Outstanding] , and (4) $ Limited Obligation Bonds , Series 2023B (the "2023B Bonds" and, together with the 2021A Bonds, the 2021B Bonds and the 2023A Bonds, the "Prior Bonds ") , [all of which remain Outstanding] . I Capitalized terms used in this Official Statement, unless otherwise defined herein, have the meanings set out in Appendix C hereto under the caption "DEFINITIONS . " c This Introduction provides only certain limited information with respect to the contents of this Official Statement and is expressly qualified by the Official Statement as a whole . Prospective investors should review the full Official Statement and each of the documents summarized or described herein . This Official Statement speaks only as of its date, and the information contained herein is subject to change . THE COUNTY r The County is a political subdivision of the State of North Carolina (the " State") . See Appendix A, " THE COUNTY, " hereto for certain information regarding the County . The County ' s most recent audited financial statements are contained in Appendix B hereto . PURPOSE i The 2024 Bonds are being issued in order to ( 1 ) finance the acquisition, construction, equipping and improvement of certain County facilities as further described herein and (2 ) finance certain costs incurred in connection with the execution and delivery of the 2024 Bonds . See "THE PLAN OF FINANCE " and "ESTIMATED SOURCES AND USES OF FUNDS " herein . h G * Preliminary, subject to change . j SECURITY The payment by the County of the principal of and interest on the 2024 Bonds is limited to funds appropriated for that purpose by the Board of Commissioners for the County in its sole discretion, except to the extent payable from Bond proceeds , investment earnings , Net Proceeds related to casualty or condemnation proceeds, or amounts derived from the enforcement of remedies on default. As security for the 2024 Bonds, the Prior Bonds and any additional bonds issued under the Trust Agreement on a parity therewith (the "Additional Bonds " and, together with the 2024 Bonds and the Prior Bonds , the "Bonds "), the County has executed and delivered to a deed of trust trustee (the "Deed of Trust Trustee ") , for the benefit of the Trustee, a Deed of Trust dated as of June 1 , 2021 (as previously supplemented and amended, the "Existing Deed of Trust"), granting a lien of record on the sites of the County ' s Whitted Building located in Hillsborough, North Carolina (the "Whitted Building"), the County ' s Blackwood Farm Park located in Hillsborough, North Carolina (the "Blackwood Farm Park"), Culbreth Middle School located in Chapel Hill, North Carolina (" Culbreth Middle School "), the Orange County Main Library located in Hillsborough, North Carolina (the " Orange County Library"), Orange Middle School located in Hillsborough, North Carolina (" Orange Middle School"), Hillsborough Elementary School located in Hillsborough, North Carolina ("Hillsborough Middle School "), New Hope Elementary School located in Chapel Hill, North Carolina ("New Hope Elementary School ") , Pathways Elementary School located in Hillsborough, North Carolina ("Pathways Elementary School"), Orange High School located in Hillsborough, North Carolina (" Orange High School") , and Ephesus Elementary School located in Chapel Hill, North Carolina ("Ephesus Elementary School"), and the real estate improvements thereon and appurtenances thereto, all as more particularly described in the Existing Deed of Trust (collectively, the "Mortgaged Property") , subject only to Permitted Encumbrances ( as defined in Appendix C hereto) . As security for the Bonds and in connection with the issuance of the 2024 Bonds , the County will execute and deliver to the Deed of Trust Trustee, for the benefit of the Trustee, a Deed of Trust Supplement #2 dated as of June 1 , 2024 (the " Second Deed of Trust Supplement"), supplementing the Existing Deed of Trust (as so supplemented, the "Modified Deed of Trust"), to provide that the Modified Deed of Trust shall also secure the 2024 Bonds . The Modified Deed of Trust authorizes future obligations evidenced by Additional Bonds as described below, to be secured by the Modified Deed of Trust, provided that the total amount of present and future obligations secured by the Modified Deed of Trust at any one time does not exceed $200 , 000 , 000 and such future obligations are incurred not later than 30 years from June 1 , 2021 . In addition, the County will grant to the Trustee a lien on and security interest in all moneys held by the Trustee in the funds and accounts created under the Trust Agreement . If a default occurs under the Trust Agreement, the Trustee is authorized to direct the Deed of Trust Trustee to foreclose on the Mortgaged Property and apply the proceeds received as a result of any such foreclosure to the payment of the amounts due to the owners of the 2024 Bonds and the Prior Bonds, subject to the rights of the owners of any other Bonds . No assurance can be given that any such proceeds will be sufficient to pay the principal of and the interest on the Bonds . In addition, no deficiency judgment can be rendered against the County if the proceeds from any such foreclosure sale (together with other funds that may be held by the Trustee under the Trust Agreement) are insufficient to pay the Bonds in full . The 2024 Bonds do not constitute a pledge of the County ' s faith and credit within the meaning of any constitutional provision . See the caption " SECURITY AND SOURCES OF PAYMENT OF 2024 BONDS " herein . 2 i i j THE 2024 BONDS The 2024 Bonds will be dated as of their date of delivery . Interest is payable on April 1 and October r 1 of each year, beginning October 1 , 2024 , at the rates set forth on the inside front cover page of this Official 11 Statement . Principal is payable, subject to redemption as described herein, on October 1 in the years and in the amounts set forth on the inside front cover page of this Official Statement . ADDITIONAL BONDS Under the conditions described in the Trust Agreement, without the approval or consent of the Owners of the then- outstanding Bonds and without notice to such Owners , Additional Bonds may be delivered and secured on parity with the 2024 Bonds and the Prior Bonds to provide funds (a) to expand or improve the Pledged Facilities , (b) to construct further improvements to the Pledged Sites, (c) to refund any Outstanding Bonds , (d) to pay financing costs or establish reserves in connection with the issuance of Additional Bonds , (e) for any other purpose that may be allowed by law from time to time, including the acquisition and construction of additional public facilities, whether or not those facilities are related to the Pledged Facilities or the Pledged Sites , or (f) for any combination of such purposes . i BOOK—ENTRY ONLY c The 2024 Bonds will be delivered in book- entry form only without physical delivery of certificates to beneficial owners of the 2024 Bonds . Payments to beneficial owners of the 2024 Bonds will be made by The Depository Trust Company ("DTC ") , New York, New York, and its participants . See Appendix E, "BOOK-ENTRY ONLY SYSTEM" hereto . So long as Cede & Co . is the registered owner of the 2024 Bonds, references herein to registered owner or Owners of the 2024 Bonds means Cede & Co . and not the beneficial owners of the 2024 Bonds . TAX STATUS In the opinion of Bond Counsel and subject to the qualifications described in this Official Statement, interest on the 2024A Bonds is not includable in gross income for federal income tax purposes, interest on the 2024B Bonds is includable in gross income for federal income tax purposes , and interest on all the Bonds offered hereby is exempt from current State of North Carolina income taxes . See " TAX TREATMENT" herein for additional information regarding tax consequences arising from ownership or receipt of interest on the Bonds , including information regarding the application of federal alternative I' minimum tax provisions to the Bonds and certain other federal, State and local tax consequences . PROFESSIONALS Robert W . Baird & Co . Incorporated and FHN Financial Capital Markets (the "Underwriters") are underwriting the 2024 Bonds . The Bank of New York Mellon Trust Company, N .A . is serving as Trustee with respect to the 2024 Bonds . Davenport & Company LLC is serving as the County ' s financial advisor . Sanford Holshouser LLP is serving as Bond Counsel . John L . Roberts, Esq . is the County Attorney , McGuireWoods LLP is serving as counsel to the Underwriters . r il•" ADDITIONAL INFORMATION Summaries of the Trust Agreement and the Modified Deed of Trust, including a list of definitions of certain terms , are included as Appendix C . All quotations from and summaries and explanations of the Trust Agreement and the Modified Deed of Trust contained in this Official Statement, including in 3 Appendix C , do not purport to be complete . Reference is made to such documents for full and complete statements of their respective provisions . Additional information and copies in reasonable quantity of the principal financing documents may be obtained from the County at 131 West Margaret Lane, Third Floor, PO Box 8181 , Hillsborough, North Carolina 27278 , Attention : Chief Financial Officer . Copies of such documents can also be obtained during Bair & Co . Incorporated at 380 Knollwood Street, Suite 440 , Winston- the offering period from Robert W . BaSalem, North Carolina 27103 or FHN Financial Capital Markets at 1000 Ridgeway Loop Road, Suite 200 , Memphis , Tennessee 38120 . After the offering period, copies of such documents may be obtained from the Trustee at 4655 Salisbury Road, Suite 300, Jacksonville, Florida 32256 . THE 2024 BONDS AUTHORIZATION The County is issuing the 2024 Bonds pursuant to the provisions of Section 20 of Chapter 160A of the North Carolina General Statutes and Article 8 of Chapter 159 of the North Carolina General Statutes , each as amended (collectively, the "Act") , and a resolution of the Board of Commissioners of the County adopted on May 21 , 2024 . Each 2024 Bond will be deemed an "installment contract" under the Act . In addition, the County ' s issuance of the 2024 Bonds was approved by the North Carolina Local Government Commission (the "LGC ") on June 4 , 2024 . The LGC is a division of the State Treasurer ' s office charged with general oversight of local government finance in the State of North Carolina (the " State") . LGC approval is required for substantially all bond issues and other local government financing arrangements in the State . Before approving an installment financing (which includes the financing arrangement for the 2024 Bonds ) , the LGC must determine, among other things, that ( 1 ) the proposed financing is necessary and expedient, (2) the financing, under the circumstances, is preferable to a general obligation or revenue bond issue for the same purpose, and (3 ) the sums to fall due under the proposed financing are not excessive for the local government . GENERAL Payment Terms. The 2024 Bonds will be dated their date of delivery . Interest on the 2024 Bonds is payable on each April 1 and October 1 (the "Payment Dates ") , beginning October 1 , 2024 , at the rates set forth on the inside front cover page of this Official Statement (calculated on the basis of a 360 - day year consisting of twelve 30 - day months ) . Interest payments will be made to the person shown as the owner of the 2024 Bond as of the applicable Record Date . "Record Date" means the end of the calendar day on the 15th day of the month (whether or not a Business Day) preceding a Payment Date . Principal on the 2024 Bonds is payable on October 1 in the years and amounts set forth on the inside front cover page of this Official Statement . Payments will be effected through DTC . See Appendix E, "BOOK-ENTRY ONLY SYSTEM" hereto . Registration and Exchange. So long as DTC or its nominee is the registered owner of the 2024 Bonds , transfers and exchanges of beneficial ownership interests in the 2024 Bonds will be available only through DTC Participants and DTC Indirect Participants . See Appendix E, "BOOK-ENTRY ONLY SYSTEM" hereto . The Trust Agreement describes provisions for transfer and exchange applicable if a book- entry system is no longer in effect . These provisions generally provide that the transfer of the 2024 Bonds is registrable by the Owners thereof, and the 2024 Bonds may be exchanged for an equal aggregate, unredeemed principal amount of 2024 Bonds of the authorized denomination and of the same maturity and interest rate, only upon presentation and surrender of the 2024 Bonds to the Trustee at the principal corporate trust office of the Trustee together with an executed instrument of transfer in a form approved by 4 I l t i I I the Trustee in connection with any transfer . The Trustee may require the person requesting any transfer or j exchange to reimburse it for any shipping and tax or other governmental charge payable in connection therewith . REDEMPTION PROVISIONS 2024A Bonds i Optional Redemption. The 2024A Bonds maturing on or after October 1 , 20_ are subject to redemption at the County ' s option, in whole or in part on any date on or after October 1 , 20_, upon payment of the principal amount to be redeemed plus interest accrued to the redemption date, without premium . Mandatory Sinking Fund Redemption . The 2024A Bonds maturing on October 1 , 20_, are subject to mandatory sinking fund redemption, at a redemption price equal to the principal amount to be redeemed plus accrued interest, if any, to the redemption date , without premium , on October 1 , in the years and amounts as follows : G; Year Amount k E F � f * Maturity . Selection . If less than all of the 2024A Bonds are to be optionally redeemed as described above, the County in its discretion may elect which maturities of 2024A Bonds are to be redeemed . If less than all f the 2024A Bonds of any maturity are to be redeemed, the Trustee shall select the 2024A Bonds to be redeemed by lot; provided, however, that so long as a book- entry system with DTC is used for determining beneficial ownership of 2024A Bonds , if less than all the 2024A Bonds within a maturity are to be redeemed, the parties agree that DTC may determine which of the 2024A Bonds within the maturity are to be redeemed in accordance with DTC ' s then- current rules and procedures . I In any case, ( 1 ) the portion of any 2024A Bond to be redeemed must be in the principal amount of $ 5 , 000 or some multiple thereof, and (2 ) in selecting 2024A Bonds for redemption, each 2024A Bond will be considered as representing that number of 2024A Bonds which is obtained by dividing the principal amount of that 2024A Bond by $ 5 , 000 . If a portion of a 2024A Bond is called for redemption, a new 2024A Bond of the same maturity in principal amount equal to the unpaid portion will be delivered to the registered owner upon the surrender of the 2024A Bond . j Effect of Call for Redemption . If on or before the date fixed for redemption funds are deposited with the Trustee to pay the principal and interest accrued to the redemption date with respect to the 2024A Bonds called for redemption, the 2024A Bonds or portions of the 2024A Bonds called for redemption cease to accrue interest from and after the redemption date, and thereafter those 2024A Bonds ( 1 ) are no longer entitled to the benefits provided by the Trust Agreement and (2 ) are not deemed to be Outstanding under the Trust Agreement . Notice of Redemption . The Trustee, at the County ' s direction, upon being satisfactorily indemnified with respect to expenses and with at least two Business Days ' notice, will send notice of redemption no less than 30 nor more than 60 days prior to the redemption date, as follows : ( 1 ) with respect to any 2024A Bonds being called for redemption for which DTC or its nominee is the registered owner, to i 5 DTC , in whatever manner may be provided for under DTC ' s standard operating rules as then in effect (and if the Trustee is unable to determine those rules, by registered or certified mail, return receipt requested) ; (2 ) with respect to any 2024A Bonds for which no book- entry only system of registration is in effect, to each of the registered owners of those 2024A Bonds at their addresses as shown on the Trustee ' s registration books , by registered or certified mail; and (3 ) in any case, both (A) to the Municipal Securities Rulemaking Board for posting on its "EMMA" continuing disclosure system, or any successor system, and (B ) to the LGC . Failure to give any notice specified in ( 1 ) or (2) , as applicable, or any defect in that notice, will not affect the validity of any proceedings for the redemption of any 2024A Bonds with respect to which no failure has occurred . Failure to give any notice specified in (3 ), or any defect in that notice, will not affect the validity of any proceedings for the redemption of any 2024A Bonds with respect to which the notice specified in ( 1 ) or (2) is correctly given . Any notice mailed as provided in the Trust Agreement will conclusively be presumed to have been given regardless of whether received by any Owner . Notwithstanding anything in the Trust Agreement to the contrary, the only remedy for the Trustee ' s failure to post any notice with the EMMA system will be an action by the holders of the 2024A Bonds , as applicable, in mandamus for specific performance or similar remedy to compel performance . Any redemption notice, except a redemption notice in respect of a sinking fund payment date, may state that the redemption to be effected is conditioned upon ( 1 ) the Trustee ' s receipt on or prior to the redemption date of moneys sufficient to pay the principal of and premium, if any, and interest on the 2024A Bonds to be redeemed; or (2 ) any other condition not unacceptable to the Trustee . If a notice contains a condition and the Trustee either (1) does not receive moneys sufficient to pay the principal of and premium, if any, and interest on the 2024A Bonds on or prior to the redemption date, or (ii) the stated condition is not fulfilled, in either case on or prior to the redemption date, then redemption will not be made and the Trustee must, within a reasonable time, give notice in a manner in which the redemption notice was given that the moneys were not so received ( or condition was not fulfilled) and the redemption was not made . 2024B Bonds . The 2024B Bonds are not subject to redemption prior to maturity . SECURITY AND SOURCES OF PAYMENT OF 2024 BONDS GENERAL The 2024 Bonds are payable from payments to be made by the County pursuant to the Trust Agreement and from certain other moneys , inclung certain Net Proceeds, i di f any, and certain amounts realized from any sale or lease of the Mortgaged Property, which payments and other moneys have been pledged to such payment as provided in the Trust Agreement . PAYMENT OF BONDS ; LIMITED OBLIGATION ; BUDGET AND APPROPRIATIONS The County shall cause to be paid, when due, the principal of (whether at maturity, by acceleration, or otherwise) and the premium, if any, and interest on the Bonds at the places, on the dates and in the manner described in the Trust Agreement . The County is obligated to pay Additional Payments in amounts sufficient to pay the fees and expenses of the Trustee, taxes or other expenses required to be paid pursuant to the Trust Agreement . Additional Payments are to be paid by the County directly to the person or entity to which such Additional Payments are owed . In the Trust Agreement, the County agrees to include in the initial proposal for each of the County ' s annual budgets for review and consideration by the Board of Commissioners for the County, in any Fiscal 6 G G Year, items for all Bond Payments and the reasonably estimated Additional Payments coming due in such Fiscal Year . Notwithstanding that the initial proposed budget includes an appropriation for Bond Payments r and Additional Payments , the Board of Commissioners may determine not to include such an appropriation in the final County budget for such Fiscal Year; further, the Board of Commissioners may amend an adopted budget to reduce or delete an approved appropriation . If for any Fiscal Year the County adopts an annual i budget that does not appropriate (for that purpose) an amount equal to the Bond Payments or estimated I Additional Payments for that Fiscal Year, fails to adopt an annual budget that appropriates (for that purpose) j an amount equal to the Bond Payments and estimated Additional Payments coming due during that Fiscal Year within 15 days after the beginning of any Fiscal Year, or amends the annual budget to reduce the ! amounts appropriated for Bond Payments and Additional Payments below the amounts expected to be then the County must provide notice of such event to the required for the remainder of that Fiscal Year, I Trustee and the LGC and post such notice on the MSRB ' s EMMA system . An Event of Nonappropriation constitutes an Event of Default under the Trust Agreement, which entitles the Trustee to exercise its remedies under the Trust Agreement, including its rights to foreclose on the Mortgaged Property under the A Modified Deed of Trust . i IN CONNECTION WITH THE BOND PAYMENTS AND THE ADDITIONAL PAYMENTS , THE APPROPRIATION OF FUNDS THEREFOR IS WITHIN THE SOLE DISCRETION OF THE BOARD OF COMMISSIONERS OF THE COUNTY . TRUST AGREEMENT i i Under the Trust Agreement, the County has granted to the Trustee for the benefit of the Owners of the Bonds a lien on and security interest in all moneys and securities from time to time held by the Trustee under the Trust Agreement . j; DEED OF TRUST General. In connection with the execution and delivery of the Prior Bonds, the County executed and delivered the Existing Deed of Trust to provide security for its obligations under the Trust Agreement by granting a lien of record on the Mortgaged Property . In connection with the execution and delivery of the 2024 Bonds , the County will execute and deliver the Second Deed of Trust Supplement to provide that the Modified Deed of Trust secures the Prior Bonds, the 2024 Bonds and any Additional Bonds issued under the Trust Agreement . ONLY THE SITES ON WHICH ( 1 ) THE WHITTED BUILDING, (2) BLACKWOOD FARM PARK, (3 ) CULBRETH MIDDLE SCHOOL, (4) THE ORANGE COUNTY LIBRARY, ( 5 ) ORANGE MIDDLE SCHOOL, (6) HILLSBOROUGH ELEMENTARY SCHOOL, (7) NEW HOPE ELEMENTARY SCHOOL , ( 8 ) PATHWAYS ELEMENTARY SCHOOL , (9) ORANGE HIGH SCHOOL, AND ( 10 ) EPHESUS ELEMENTARY SCHOOL ARE LOCATED WILL BE INCLUDED IN THE DEFINITION OF "MORTGAGED PROPERTY" AND , CONSEQUENTLY, SUCH REAL PROPERTY AND ANY IMPROVEMENTS THEREON WILL BE SUBJECT TO THE LIEN CREATED BY THE MODIFIED DEED OF TRUST . See "THE PLAN OF FINANCE " herein . The Modified Deed of Trust authorizes future obligations evidenced by Additional Bonds executed ki and delivered under the Trust Agreement to be secured by the Modified Deed of Trust, provided that the G total amount of present and future obligations secured thereby at any one time does not exceed I $200 , 000 , 000 and such future obligations are incurred not later than 30 years from June 1 , 2021 . The Modified Deed of Trust will be recorded in the office of the Register of Deeds of Orange County, North Carolina and the liens created thereby with respect to a portion of the Mortgaged Property G will be insured by a title insurance policy . The title insurance policy only insures the County ' s title to the i 7 sites of ( 1 ) the Whitted Building, (2) Blackwood Farm Park, (3 ) Culbreth Middle School and (4) the Orange County Library . The other properties comprising the Mortgaged Property are not covered by the title insurance policy . The title insurance policy is subject to certain exceptions described therein, including a survey exception with respect to the Mortgaged Property . Release of Security . The Trustee is required, upon the County ' s direction and at any time, to execute and deliver all documents necessary to effect the release of all or a portion of the Mortgaged Property from the lien of the Modified Deed of Trust upon the County ' s compliance with the following requirements : (a) The County must file with the Trustee a certificate executed by a County Representative, (1) stating that (A) no Event of Default is continuing, (B ) that the grant or release will not materially impair the intended use of the property remaining subject to the Modified Deed of Trust and (C ) the release complies with the requirements of the Modified Deed of Trust, (ii) providing a copy of the proposed instrument of grant or release, including a complete legal description of the property to be released, (iii) providing a written application signed by a County Representative requesting such instrument be executed and delivered, and (iv) providing evidence of compliance with (b) or (c) below, and . (b) In the case of a proposed release of all the Mortgaged Property, the County must pay to the Trustee (or other fiduciary) an amount (1) which is sufficient to provide for the payment in full of all Outstanding Bonds in accordance with the Trust Agreement and (ii) which is required to be used for such payment . (c) In connection with the release of a portion (but less than all) of the Mortgaged Property, the County must provide evidence to the Trustee that the appraised, tax or insured value of that portion of the Mortgaged Property that is proposed to remain subject to the lien of the Modified Deed of Trust is not less than 50 % of the aggregate principal component of the Bonds Outstanding at the time the release is effected . In addition to the provisions for release described above, the County may from time to time grant easements, licenses, rights- of-way and other similar rights with respect to any part of the Mortgaged Property, and the County may release such interests, with or without consideration, and the County may dispose of any undesirable or unnecessary Fixture, so long as such grant or disposition does not materially impair the intended use of the Mortgaged Property . See "THE DEED OF TRUST— No Transfers ; Provision for Releases , Grants of Easements " in Appendix C hereto . ENFORCEABILITY The enforceability of the parties ' obligations under the Trust Agreement and the Modified Deed of Trust are subject to bankruptcy, insolvency, reorganization and other laws related to or affecting the enforcement of creditors ' rights generally and, to the extent that certain remedies under such instruments require or may require enforcement by a court, to such principles of equity as the court having jurisdiction may impose . NOTWITHSTANDING ANYTHING THEREIN TO THE CONTRARY, THE DELIVERY OF THE 2024 BONDS SHALL NOT BE CONSTRUED OR INTERPRETED AS CREATING A PLEDGE OF THE FAITH AND CREDIT OF THE COUNTY WITHIN THE MEANING OF ANY CONSTITUTIONAL DEBT LIMITATION . IN ADDITION, NEITHER THE 8 2024 BONDS NOR THE TRUST AGREEMENT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATES THE COUNTY TO MAKE ANY PAYMENTS BEYOND THOSE APPROPRIATED IN THE SOLE DISCRETION OF THE BOARD OF COMMISSIONERS FOR ANY FISCAL YEAR IN WHICH THE 2024 BONDS ARE OUTSTANDING . IF THE COUNTY FAILS TO MAKE PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE BONDS , THE TRUSTEE MAY DECLARE THE ENTIRE UNPAID PRINCIPAL OF THE BONDS TO BE IMMEDIATELY DUE AND PAYABLE AND DIRECT THE DEED OF TRUST TRUSTEE TO INSTITUTE FORECLOSURE PROCEEDINGS UNDER THE MODIFIED DEED OF TRUST AND PROCEED IN ACCORDANCE WITH LAW TO ATTEMPT TO DISPOSE OF THE MORTGAGED PROPERTY AND APPLY THE PROCEEDS OF SUCH DISPOSITION TOWARD ANY BALANCE, OWING BY THE COUNTY ON THE BONDS . NO ASSURANCE CAN BE GIVEN THAT SUCH PROCEEDS WILL BE SUFFICIENT TO PAY ALL PRINCIPAL OF AND INTEREST ON THE BONDS . IN ADDITION, SECTION 160A-20 (f) OF THE NORTH CAROLINA GENERAL STATUTES PROVIDES THAT NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE COUNTY FOR BREACH OF ANY CONTRACTUAL OBLIGATION AUTHORIZED UNDER SECTION 160A-20 AND THAT THE TAXING POWER OF THE COUNTY IS NOT AND MAY NOT BE PLEDGED DIRECTLY OR INDIRECTLY TO SECURE ANY MONEYS DUE FROM THE COUNTY . See "THE TRUST AGREEMENT— Defaults and Remedies under Trust Agreement - Acceleration" and "— Other Remedies " and "THE DEED OF TRUST—Defaults and Remedies ; Foreclosure" in Appendix C hereto and the caption " CERTAIN RISKS OF 2024 BOND OWNERS " herein . ADDITIONAL BONDS Under the conditions described in the Trust Agreement, without the approval or consent of the Owners of the then Outstanding 2024 Bonds , Additional Bonds may be delivered and secured on parity with the 2024 Bonds and the Prior Bonds to provide funds (a) to expand or improve the Pledged Facilities , (b) to construct further improvements to the Pledged Sites, ( c) to refund any Outstanding Bonds, (d) to pay financing costs or establish reserves in connection with the issuance of Additional Bonds , ( e) for any other purpose that may be allowed by law from time to time, including the acquisition and construction of additional public facilities , whether or not those facilities are related to the Pledged Facilities or the Pledged Sites , or (f) for any combination of such purposes . See " THE TRUST AGREEMENT—Additional Bonds " in Appendix C hereto . USE OF NET PROCEEDS The County must elect to use Net Proceeds and other funds available therefor, subject to provisions of the Trust Agreement, to repair and restore the Mortgaged Property or to redeem or defease the Bonds in whole (but not in part) pursuant to the optional redemption provisions described above or the defeasance provisions of the Trust Agreement, as appropriate . The County has no option to redeem the 2024 Bonds from Net Proceeds other than in accordance with the optional redemption provisions described above (which provide for no optional redemption prior to October 1 , 20..J AVAILABLE SOURCES FOR PAYMENT GENERAL The County may pay its obligations under the Trust Agreement from any source of funds , including revenues generated by the projects financed under the Trust Agreement and other facilities in the County, available to it in each year and appropriated therefor until maturity of the 2024 Bonds . GENERAL FUND REVENUES The County ' s general fund revenues for the fiscal year ended June 30 , 2023 were $269 . 2 million and for the fiscal year ending June 30 , 2024 are budgeted to be [$279 . 5 million] . General fund revenues are 9 derived from various sources, including property taxes (which account for approximately 70 % of the general fund revenues) , sales taxes , fees and charges , as well as intergovernmental revenues . For the fiscal year ended June 30 , 2023 , the County imposed a property tax of $ 0 . 8312 per $ 100 of assessed value, all of which was appropriated to the General Fund by the County ' s Board of Commissioners . For the fiscal year ending June 30, 2024, the County imposed a property tax of $ 0 . 8353 per $ 100 of assessed value . A rate of $ 0 . 8312 per $ 100 of assessed value in the fiscal year ended June 30 , 2023 generated approximately $ 188 . 2 million . A rate of $ 0 . 8353 per $ 100 of assessed value in the fiscal year ending June 30 , 2024 is estimated to generate approximately [$ 190 . 7 million] . The General Statutes of North Carolina permit counties to impose property taxes of up to $ 1 . 50 per $ 100 of assessed value for certain purposes without the requirement of a voter referendum . See Appendix B hereto for a description of the uses of the County ' s general fund revenues for the fiscal year ended June 30 , 2023 . THE PLAN OF FINANCE The 2024 Bonds are being issued to provide funds to ( 1 ) finance the acquisition, construction, equipping and improvement of certain County facilities as further described below and (2) finance certain costs incurred in connection with the execution and delivery of the 2024 Bonds . THE PROJECTS A portion of the proceeds of the 2024A Bonds will be used to finance a variety of County projects . The County has adopted a practice of completing an annual financing to finance a broad range of acquisitions and improvements , so as to reduce its frequency of transactions and to handle projects that do not lend themselves conveniently to separate financings . The projects included in the current financing can be summarized, and the current estimates of the costs thereof, as follows : Project Estimated Cost Research Triangle Logistics Park $ 1 , 684, 707 Lake Orange Dam Rehabilitation 252 024 Neuse River Rules/Gravelly Hill Middle School 300 000 Solid Waste Equipment Replacement 574 971 501 West Franklin building upfit 2 000 000 Whitted Stormwater Improvements 175 000 Bi-Directional Emergency Response K12 Coverage 1 , 344, 674 Assorted Vehicles 805 , 743 Deferred Maintenance — capital projects for Chapel Hill- Carrboro City Schools 551185023 Total Project Costs $ 12 ,255 , 142 THE MORTGAGED PROPERTY The 2024 Bonds , the Prior Bonds and any Additional Bonds will be secured by the Mortgaged Property . The Mortgaged Property includes the County ' s Whiffed Building, Blackwood Farm Park, Culbreth Middle School, Orange County Library, Orange Middle School, Hillsborough Elementary School, New Hope Elementary School, Pathways Elementary School, Orange High School and Ephesus Elementary School (all as described below) , and the associated real estate . The "Mortgaged Property" is defined in the Deed of Trust to include these facilities and real estate, and any additional improvements to the facilities and real estate, but generally does not include any equipment or furnishings associated with the property . Whitted Building. The Whiffed Building is a three- story building consisting of approximately 56 , 984 square feet on an approximately 5 . 7- acre site located at 300 West Tryon Street in Hillsborough, 10 h B k l c f k E i North Carolina . The Whitted Building houses certain of the County ' s administrative offices , Board of Commissioners ' meeting space and event space . A portion of the proceeds of the 2024A Bonds will be used to make certain improvements to the Whitted Building, including storm water improvements . The County estimates the insured value of this building (not including the equipment associated with the r building, which is generally not part of the Mortgaged Property) to be approximately [ $ 9 . 7 million] . I I Blackwood Farm Park. Blackwood Farm Park consists of approximately 149 acres of land located at 4215 N . C . Highway 86 South in Hillsborough, North Carolina . The park includes a historic farmhouse, barn smokehouse corncrib and other outbuildings , picnic shelter, restrooms 4 miles of hiking trails and > g � a P g fishing pond . The County estimates the insured value of this property (not in the equipment associated with the property, which is generally not part of the Mortgaged Property) to be approximately [$ 0 . 25 million] . I Culbreth Middle School. Culbreth Middle School is a one- story building consisting of approximately 122 , 500 square feet on an approximately 35 - acre site located at 225 Culbreth Road in Chapel Hill, North Carolina . A portion of the proceeds of the 2024A Bonds will be used to make certain improvements to Culbreth Middle School, including a compressor replacement and other HVAC improvements . The County estimates the insured value of this building (not including the equipment associated with the building, which is generally not part of the Mortgaged Property) to be approximately f { [ $21 . 5 million] . Orange County Library . The Orange County Library Main Branch is a two- story building consisting of approximately 23 , 454 square feet on an approximately 0 . 5 - acre site located at 137 W . Margaret Lane in Hillsborough, North Carolina , The County estimates the insured value of this building (not including the equipment associated with the building, which is generally not part of the Mortgaged Property) to be approximately [ $ 5 . 6 million] . j Orange Middle School . Orange Middle School is a - story building consisting of approximately square feet on an approximately - acre site located at 308 Orange High School Road i q PP Y — n Hillsborough, North Carolina . The County estimates the insured value of this building (not including the equipment associated with the building, which is generally not part of the Mortgaged Property) to be approximately [$ 22 . 8 million] . Hillsborough Elementary School. Hillsborough Elementary School is a - story building 4 consisting of approximately square feet on an approximately _- acre site located at 402 North Nash Street in Hillsborough, North Carolina . The County estimates the insured value of this building (not including the equipment associated with the building, which is generally not part of the Mortgaged Property) to be approximately [$ 12 . 4 million] . i New Hope Elementary School, New Hope Elementary School is a - story building consisting of approximately square feet on an approximately _- acre site located at 1900 New Hope Church Road in Chapel Hill, North Carolina . The County estimates the insured value of this building (not including the equipment associated with the building, which is generally not part of the Mortgaged Property) to be approximately [ $ 17 . 1 million] . Pathways Elementary School. Pathways Elementary School is a - story building consisting of approximately square feet on an approximately _- acre site located at 431 Strouds Creek Road in Hillsborough, North Carolina . The County estimates the insured value of this building (not including the equipment associated with the building, which is generally not part of the Mortgaged Property) to be approximately [$ 16 . 8 million] . 11 j �, Orange High School. Orange High School is a - story building consisting of approximately square feet on an approximately _- acre site located at 500 Orange High School Road in Hillsborough, North Carolina . The County estimates the insured value of this building (not including the equipment associated with the building, which is generally not part of the Mortgaged Property) to be approximately [$ 43 . 2 million] . Ephesus Elementary School. Ephesus Elementary School is a - story building consisting of approximately square feet on an approximately _- acre site located at 1495 Ephesus Church Road in Chapel Hill, North Carolina . A portion of the proceeds of the 2024A Bonds will be used to make certain improvements to Ephesus Elementary School, including installation of playground equipment and upgrades and cafeteria furniture . The County estimates the insured value of this building (not including the equipment associated with the building, which is generally not part of the Mortgaged Property) to be approximately [$ 11 . 7 million] . NO OTHER FACILITY OR IMPROVEMENT FINANCED WITH THE 2024 BONDS WILL BE INCLUDED AS PART OF THE MORTGAGED PROPERTY. The Trust Agreement and the Modified Deed of Trust generally allow the County to direct the release of any portion of the Mortgaged Property, in the County ' s discretion, so long as the taxable, appraised or insured value of the property remaining subject to the lien of the Modified Deed of Trust following such release is at least equal to 50 % of the principal amount of the Outstanding Bonds . See "THE DEED OF TRUST No Transfers ; Releases ; Grants of Easements" in Appendix C hereto . ESTIMATED SOURCES AND USES OF FUNDS The County estimates the sources and uses of funds for the plan of finance to be as follows : SOURCES : Par Amount of the 2024 Bonds Net Original Issue Premium/Discount TOTAL SOURCES OF FUNDS USES : Deposit to Project Fund Costs of Issuances TOTAL USES OF FUNDS s Includes legal fees, underwriters ' compensation, financial advisor fees, rating agency fees, fees and expenses of the Trustee and miscellaneous fees and expenses . 12 i i I j TOTAL ANNUAL DEBT SERVICE REQUIREMENTS The following table sets forth for each Fiscal Year of the County, the debt service required to be paid by the County under the Trust Agreement with respect to the 2024 Bonds and the Prior Bonds . C 2024A Bonds 2024B Bonds Prior Bonds i Fiscal Year Total Principal Total Principal Total Principal (Ended June 30) and Interest and Interest and Interest' Total i 2024 I 2025 2026 G 2027 2028 2029 2030 2031 2032 I 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 TOTAL ' ' Includes debt service on the 2021A Bonds, 202113 Bonds, 2023A Bonds and 2023B Bonds . Note : Totals may not foot due to rounding . I> f CERTAIN RISKS OF 2024 BOND OWNERS INSUFFICIENCY OF PAYMENTS If the County fails to pay any payments on the Bonds as the same become due or if another event of default occurs under the Trust Agreement, the Trustee may accelerate the principal with respect to the Bonds, direct the Deed of Trust Trustee to foreclose on the Mortgaged Property under the Modified Deed of Trust, take possession of the Mortgaged Property and attempt to dispose of the Mortgaged Property . See "THE DEED OF TRUST " in Appendix C hereto . Zoning restrictions and other land use factors relating to the Mortgaged Property may limit the use of the Mortgaged Property and may affect the proceeds obtained on any disposition by the Deed Oof Trust Trustee . THERE CAN BE NO ASSURANCE THAT THE MONEYS AVAILABLE IN THE FUNDS AND ACCOUNTS HELD BY THE TRUSTEE AND THE PROCEEDS OF ANY SUCH DISPOSITION OF THE MORTGAGED PROPERTY WILL BE SUFFICIENT TO PROVIDE FOR THE PAYMENT OF THE PRINCIPAL AND INTEREST WITH RESPECT TO THE BONDS . SECTION 160A-20 (f) OF THE GENERAL STATUTES OF NORTH CAROLINA PROVIDES THAT NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST i 13 THE COUNTY FOR ANY AMOUNTS THAT MAY BE OWED BY THE COUNTY UNDER THE TRUST AGREEMENT, AND THE TAXING POWER OF THE COUNTY IS NOT AND MAY NOT BE PLEDGED DIRECTLY OR INDIRECTLY OR CONTINGENTLY TO SECURE ANY MONEYS OWING BY THE COUNTY UNDER THE TRUST AGREEMENT , THE REMEDIES AFFORDED TO THE TRUSTEE AND THE OWNERS OF THE BONDS ON A DEFAULT BY THE COUNTY UNDER THE TRUST AGREEMENT ARE LIMITED TO THOSE OF A SECURED PARTY UNDER THE LAWS OF THE STATE OF NORTH CAROLINA, INCLUDING FORECLOSING ON THE MODIFIED DEED OF TRUST . RISK OF NONAPPROPRIATION The appropriation of moneys to make payments pursuant to the Trust Agreement is within the sole discretion of the Board of Commissioners of the County . If the Board of Commissioners fails to appropriate such moneys, the only sources of payment for the Bonds will be the moneys, if any, available in certain funds and accounts held by the Trustee under the Trust Agreement and the proceeds of any attempted foreclosure on the County ' s interest in the Mortgaged Property under the Modified Deed of Trust . VALUE OF COLLATERAL The County ' s estimated value of the Mortgaged Property (as further described under the caption above "THE PLAN OF FINANCE — The Mortgaged Property") is at least $ million, which is approximately % * of the aggregate principal amount of the 2024 Bonds and the outstanding Prior Bonds . This value is based in part on the County ' s own estimates , and the County has not commissioned or obtained any appraisals for the purpose of this valuation . The amount of proceeds received through foreclosure of the County ' s interest in the Mortgaged Property may be affected by a number of factors , including ( 1 ) the costs and expenses in enforcing the lien and security, (2) the condition of the Mortgaged Property, (3 ) the occurrence of any damage, destruction, loss or theft of the Mortgaged Property which is not repaired or replaced and for which there are not received from insurance policies or appropriated moneys from any risk management program, (4 ) problems relating to the paucity of alternative uses of the facilities arising from their design, zoning restrictions , use restrictions , easements and encumbrances on the Mortgaged Property and (5 ) environmental problems and risks with respect to the Mortgaged Property . The Trust Agreement permits the issuance of Additional Bonds without regard to the value of the Mortgaged Property, and the Modified Deed of Trust allows for up to $200 million in principal amount of Bonds to be secured thereby . To the extent that Additional Bonds are issued and no additional property is subject to the Modified Deed of Trust, the value of the collateral as a percentage of the outstanding principal amount of Bonds should be expected to decrease, which decrease may be material . NO REPRESENTATION IS MADE AS TO THE VALUE OF, OR THE AMOUNT OF PROCEEDS THAT MAY BE REALIZED FROM, THE COUNTY ' S INTEREST IN THE MORTGAGED PROPERTY IN THE EVENT OF A FORECLOSURE . UNINSURED CASUALTY If all or any part of the Mortgaged Property is damaged or destroyed by any casualty or taken by any governmental authority, the County is obligated under the Trust Agreement to apply any Net Proceeds from insurance or condemnation ( 1 ) to repair, restore or rebuild the Mortgaged Property or (2 ) to provide for the redemption or defeasance of all, but not less than all, of the Bonds . If the County applies any Net Proceeds to repair, restore or rebuild the Mortgaged Property and such Net Proceeds are not sufficient to repair, restore or rebuild the Mortgaged Property to its condition prior to such damage, destruction or taking, then the value of the Mortgaged Property would be reduced . The Trust Agreement requires that certain * Preliminary, subject to change . 14 is I' I cc insurance be maintained with respect to the Mortgaged Property . Such insurance may not, however, cover all perils to which the Mortgaged Property is subject . j I OUTSTANDING GENERAL OBLIGATION DEBT OF THE COUNTY The County has issued general obligation bonds and may issue general obligation bonds and notes in the future . The County will pledge its faith and credit and taxing power to the payment of its general obligation bonds and notes to be issued . See Appendix A, " THE COUNTY—DEBT INFORMATION" attached hereto . FUNDS WHICH MAY OTHERWISE BE AVAILABLE TO PAY BOND PAYMENTS OR ADDITIONAL PAYMENTS OR TO MAKE OTHER PAYMENTS TO BE MADE BY THE COUNTY UNDER THE TRUST AGREEMENT MAY BE SUBJECT TO SUCH FAITH AND CREDIT PLEDGE BY THE COUNTY AND THEREFORE MAY BE REQUIRED TO BE APPLIED TO THE PAYMENT OF ITS GENERAL OBLIGATION INDEBTEDNESS . ENVIRONMENTAL RISKS i The site of the Whitted Building has been owned by the County since 1975 . The site of the Blackwood Farm Park has been owned by the County since 2001 . The site of the Orange County Library i has been owned by the County since 2010 . Culbreth Middle School has been owned by the County since 2014 and has been operated as a public school in the County since Orange Middle School has been owned by the County since 2023 and has been operated as a public school in the County since 1968 . Hillsborough Elementary School has been owned by the County since 2023 and has been operated as a public school in the County since New Hope Elementary School has been owned by the County since 2023 and has been operated as a public school in the County since 1991 . Pathways Elementary School has been owned by the County since 2023 and has been operated as a public school in the County since 2000 . Orange High School has been owned by the County since 2023 and has been operated as a public school in the County since 1963 . Ephesus Elementary School has been owned by the County since 2023 and has been operated as a public school in the County since 1972 . [County to confirm] The County is not aware of any material environmental contamination on such sites . Undiscovered or future environmental contamination could have a material adverse effect on the value of the Mortgaged Property ; however, the County is required under the Trust Agreement to undertake whatever environmental remediation may be required by law . ADDITIONAL BONDS c c The County may execute and deliver Additional Bonds under the Trust Agreement that are secured by the Mortgaged Property, thereby diluting the relative value of the collateral with respect to the 2024 Bonds and the Prior Bonds . In addition, remedies under the Trust Agreement and the Modified Deed of r Trust are controlled by the Majority Owners . Upon issuance of the 2024 Bonds , the Owners of the 2024 Bonds will not own a majority of the Bonds . BANKRUPTCY Under current North Carolina law, a local governmental unit such as the County may not file for bankruptcy protection without ( 1 ) the consent of the LGC and (2) the satisfaction of the requirements of § 109 (c) of the United States Bankruptcy Code . If the County were to initiate bankruptcy proceedings with the consent of the LGC and satisfy the requirements of 11 U . S . C . § 109 (c) , the bankruptcy proceedings could have material and adverse effects on holders of the 2024 Bonds, including (a) delay in enforcement of their remedies , (b ) subordination of their claims to claims of those supplying goods and services to the 15 County after the initiation of bankruptcy proceedings and to the administrative expenses of bankruptcy proceedings and (c) imposition without their consent of a plan of reorganization reducing or delaying payment of the 2024 Bonds . The effect of the other provisions of the United States Bankruptcy Code on the rights and remedies of the holders of the 2024 Bonds cannot be predicted and may be affected significantly by judicial interpretation, general principles of equity (regardless of whether considered in a proceeding in equity or at law) and considerations of public policy . CYBERSECURITY The County, like many other large public and private entities, relies on a large and complex technology environment to conduct its operations , and faces multiple cybersecurity threats including, but not limited to, hacking, phishing, viruses , malware and other attacks on its computing and other digital networks and systems (collectively, " Systems Technology") . As a recipient and provider of personal, private, or sensitive information, the County may be the target of cybersecurity incidents that could result in adverse consequences to the County and its Systems Technology, requiring a response action to mitigate the consequences . Cybersecurity incidents could result from unintentional events , or from deliberate attacks by unauthorized entities or individuals attempting to gain access to the County ' s System Technology for the purposes of misappropriating assets or information or causing operational disruption and damage . To mitigate the risk of business operations impact and/or damage from cybersecurity incidents or cyber. attacks , the County invests in multiple forms of cybersecurity and operational safeguards . While the County ' s cybersecurity and operational safeguards are periodically tested, no assurances can be given by the County that such measures will ensure against other cybersecurity threats and attacks . Cybersecurity breaches could cause material disruption to the County ' s finances or operations . The costs of remedying any such damage or protecting against future attacks could be substantial . Further, cybersecurity breaches could expose the County to material litigation and other legal risks, which could cause the County to incur material costs related to such legal claims or proceedings . CLIMATE CHANGE The County is susceptible to the effects of extreme weather events and natural disasters, including floods , droughts and hurricanes , and has experienced severe weather events in the past . These effects may be amplified by a prolonged global temperature increase over the next several decades (commonly referred to as "climate change") . No assurances can be given that a future extreme weather event driven by climate change will not adversely affect the operations of the County . THE COUNTY GENERAL The County is located in the north- central portion of the State . The Town of Chapel Hill is the largest municipality in the County and is the home of The University of North Carolina at Chapel Hill . See Appendix A for a description of the County . FINANCIAL INFORMATION The financial statements of the County have been audited by certified public accountants for the fiscal year ended June 30 , 2023 . Excerpts from the financial statements of the County for the fiscal year ended June 30 , 2023 are available in Appendix B hereto . Copies of the complete financial statements 16 E k containing the unqualified report of the independent certified public accountants are available in the office of Gary Donaldson, Chief Financial Officer, 131 West Margaret Lane, Third Floor, PO Box 8181 , Hillsborough, North Carolina 27278 . I' LEGAL MATTERS LITIGATION [County to confirm] To the best of the knowledge of the County, no litigation is now pending or threatened against or affecting the County which seeks to restrain or enjoin the authorization, execution or delivery of the 2024 Bonds , the Trust Agreement or the Modified Deed of Trust, or which contests the County ' s creation, organization or corporate existence, or the title of any of the present officers thereof to their respective offices or the authority or proceedings for the County ' s authorization, execution and delivery of the 2024 Bonds , the Trust Agreement or the Modified Deed of Trust, or the County ' s authority to carry out its obligations thereunder or which would have a material adverse impact on the County ' s condition, financial or otherwise . G OPINIONS OF COUNSEL Legal matters related to the execution, sale and delivery of the 2024 Bonds are subject to the approval of Sanford Holshouser LLP . Certain legal matters will be passed upon for the County by its counsel, John L . Roberts , Esq . , and for the Underwriters by their counsel, McGuireWoods LLP . The opinions of Sanford Holshouser LLP , as Bond Counsel, substantially in the forms set forth in Appendix D I' hereto , will be delivered at the time of the delivery of the 2024 Bonds . f Bond Counsel ' s approving legal opinion expresses Bond Counsel ' s professional judgment as to the legal issues explicitly addressed in the opinion . By rendering a legal opinion, an opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of parties to the transaction . Additionally, the rendering of an opinion does I not guarantee the outcome of any legal dispute that may arise out of the transaction, and a bond opinion is not a statement ( either expressly or by implication) concerning the marketability, value or likelihood of 1 payment of the bonds . I Bond Counsel has not been engaged to investigate the County ' s operations or condition or the I` County ' s ability to provide for payments on the 2024 Bonds . Bond Counsel will express no opinion ( 1 ) as to the County ' s financial condition or its ability to provide for payments on the 2024 Bonds , or (2) as to the j accuracy, completeness or fairness of any information that may have been relied on by anyone in making a decision to purchase 2024 Bonds , including this Official Statement . Bond Counsel has , however, provided 1 the sample legal opinion forms that appear as Appendix D , prepared the document summaries that appear as Appendix C, and approved the descriptions in this Official Statement of ( 1 ) the terms of the 2024 Bonds t and the financing documents and (2 ) its legal opinion . In this transaction, Bond Counsel serves only as bond counsel to the County . TAX TREATMENT L OPINION OF BOND COUNSEL ,ry Tax Treatment of 2024A Bonds. In the opinion of Sanford Holshouser LLP , Carrboro , North Carolina, Bond Counsel for the County ("Bond Counsel") , under existing law, interest on the 2024A Bonds ( 1 ) will not be included in gross income for federal income tax purposes , and (2 ) will be exempt from existing State of North Carolina income taxation . Interest on the 2024A Bonds is not a separate tax 17 preference item for purposes of the federal alternative minimum tax; however, such interest is taken into account in determining the annual adjusted financial statement income of applicable corporations (as defined in Section 59 (k) of the " Code, " as defined below) for the purpose of computing the alternative minimum tax imposed on corporations for tax years that begin after December 31 , 2022 . The County has covenanted to comply with the provisions of the Internal Revenue Code of 1986 , as amended (the " Code ") , regarding, among other matters, the use, expenditure and investment of the proceeds derived from the sale of the 2024A Bonds and the timely payment to the United States of any arbitrage profit with respect to the 2024A Bonds . The County ' s failure to comply with such covenants could cause interest on the 2024A Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the 2024A Bonds . In addition to the matters addressed above, prospective purchasers of the 2024A Bonds should be aware that the ownership of tax- exempt obligations may result in collateral federal income tax consequences to certain taxpayers , including without limitation financial institutions , property and casualty insurance companies , certain S corporations , certain foreign corporations subject to the branch profits tax, corporations subject to the environmental tax, recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax- exempt obligations . Prospective purchasers of the 2024A Bonds should consult their tax advisors as to the applicability and impact of such consequences . Tax Treatment of 2024B Bonds — Federally Taxable. In the opinion of Bond Counsel, under existing law, interest payments on the 2024B Bonds will be included in gross income for federal income tax purposes , but will be exempt from State of North Carolina income taxation . Other Matters . Bond Counsel will give its opinions in reliance upon certifications by County representatives and others as to certain facts relevant to the opinion . Bond Counsel ' s opinions do not address the tax- exempt status of payments on the 2024 Bonds derived from parties other than the County, even if those payments are denominated as interest with respect to the 2024 Bonds . Bond Counsel will express no other opinion regarding the federal or North Carolina tax consequences of the ownership of or the receipt or accrual of interest on the 2024 Bonds . Interest on the 2024 Bonds may or may not be subject to state or local taxation in jurisdictions other than North Carolina . Prospective purchasers of the 2024 Bonds should consult their own tax advisors as to the status of interest on the 2024 Bonds under the tax laws of any such jurisdiction other than North Carolina . FEDERAL TAX MATTERS RELATED TO THE TAXABLE 2024B BONDS The following is a summary of certain U . S . federal income tax consequences relating to the purchase, ownership and disposition of the taxable 2024B Bonds . It does not provide a complete analysis of all potential tax considerations relating to the purchase, ownership and disposition of the 2024B Bonds that may be relevant to investors in light of their particular investment or other circumstances . This summary is based on the provisions of the Code, the applicable Treasury Regulations promulgated or proposed under the Code (the "Treasury Regulations ") , judicial authority and administrative rulings and practice, all of which are subject to change, possibly retroactively, or to different interpretation . This summary applies only to initial purchasers of the 2024B Bonds that are "U . S . holders " (as defined below) , acquire the 2024B Bonds at their original issue price within the meaning of Section 1273 18 r ('I i i is r I of the Code and hold the 2024B Bonds as capital assets . A capital asset is generally an asset held for investment rather than as inventory or as property used in a trade or business . This summary also does not discuss the particular tax consequences that might be relevant to investors that are subject to special rules under the federal income tax laws . Special rules apply, for example, to trusts ; estates ; tax- exempt investors ; foreign investors ; banks , thrifts , insurance companies , regulated investment companies, or other financial institutions or financial service companies ; brokers or dealers in securities , commodities or foreign currency; U . S . persons that have a functional currency other than the U . S . dollar; partnerships or other flow- through entities ; real estate investment trusts , financial asset securitization investment trusts , subchapter S I' corporations ; person subject to alternative minimum tax; persons who own the Bonds as part of a straddle, k hedging transaction, constructive sale transaction or other risk-reduction transaction ; persons who have ceased to be U . S . citizens or to be taxed as resident aliens ; or persons who acquire the 2024B Bonds in connection with their employment or other performance of services . , The following summary does not address all possible tax consequences . In particular, except as specifically described below, it does not discuss any estate, gift, generation skipping, transfer, state, local or foreign tax consequences . No ruling from the Internal Revenue Service (the "IRS ") has been sought with respect to the statements made and the conclusions reached in the following summary, and there is no assurance that the IRS will agree with those statements and conclusions . For all these reasons , each prospective investor should consult with its tax advisor about the federal income tax and other tax consequences of the acquisition, ownership and disposition of the 2024B Bonds . f , As used herein, a "U . S . holder" is a beneficial owner of the 2024B Bonds who is a "United States person" and whose status as a U . S . holder is not overridden under the provisions of an applicable tax treaty . For these purposes , a "United States person" is a citizen or resident of the United States ; a corporation or partnership that is created or organized in or under the laws of the United States or any of the fifty states or the District of Columbia, unless , in the case of a partnership , otherwise provided by the Treasury Regulations ; an estate the income of which is subject to federal income taxation regardless of its source ; or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U . S . persons have the authority to control all substantial decisions of the trust . NOTICE PURSUANT TO II2S CIRCULAR 230 4'7 This discussion was not intended or written to be used, and cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer . This discussion was written to support the promotion or marketing of the 2024B Bonds . Each taxpayer should seek advice based on the taxpayer ' s particular circumstances from an independent tax advisor . ORIGINAL ISSUE PREMIUM h The 2024 Bonds maturing on October 1 , (collectively, the "Premium Bonds ") are being L sold at an initial offering price in excess of the principal amounts payable at maturity . Under the Code , the difference between (a) the initial offering prices to the public (excluding bond houses and brokers) at which a substantial amount of each maturity of the Premium Bonds is sold and (b) the principal amount payable at maturity of such Premium Bonds constitutes " original issue premium" . Original issue premium is not deductible for federal income tax purposes . For an owner of a Premium Bond, the amount of the original issue premium which is treated as having accrued over the term of such Premium Bond is reduced from the owner ' s cost basis of such Premium Bond in determining, for federal income tax purposes , the gain or loss upon the sale, redemption ' c or other disposition of such Premium Bond (whether upon its sale, redemption or payment at maturity) . 19 ; ; Bond Counsel ' s opinion will not specifically address any issues relating to the treatment of premiums paid on Premium Bonds . Owners of Premium Bonds should consult their tax advisors with respect to the tax consequences of owning or disposing of a Premium Bond , ORIGINAL ISSUE DISCOUNT The 2024 Bonds maturing on October 1 , (collectively, the "Discount Bonds ") are being sold at initial offering prices which are less than the principal amounts payable at maturity . Under the Code, the difference between (a) the initial offering prices to the public (excluding bond houses and brokers) at which a substantial amount of each maturity of the Discount Bonds is sold and (b) the principal amount payable at maturity of such Discount Bonds constitutes original issue discount treated as interest which (in the case of the 2024A Bonds) will be excluded from the gross income of the owners of such Discount Bonds for federal income tax purposes . In the case of an owner of an Discount Bond, the amount of original issue discount on such Discount Bond is treated as having accrued daily over the term of such Discount Bond on the basis of a constant yield compounded at the end of each accrual period and is added to the owner ' s cost basis of such Discount Bond in determining, for federal income tax purposes , the gain or loss upon the sale, redemption or other disposition of such Discount Bond (including its sale, redemption or payment at maturity) . Amounts received on the sale, redemption or other disposition of an Discount Bond which are attributable to accrued original issue discount on such Discount Bond will be treated (in the case of the 2024A Bonds ) as interest exempt from gross income, rather than as a taxable gain, for federal income tax purposes, and will not be a specific item of tax preference for purposes of the federal alternative minimum tax imposed on corporations and individuals . However, it should be noted that with respect to certain owners , a portion of the original issue discount that accrues in each year w may result in other collateral federal income tax consequences for certain taxpayers in the year of accrual . Consequently, owners of a Discount Bond should be aware that the accrual of original issue discount on any Discount Bond in each year may result in a federal alternative minimum tax liability or other collateral federal income tax consequences , even though such corporate owner may not have received any cash payments attributable to such original issue discount in such year . Original issue discount is treated as compounding semiannually (which yield is based on the initial public offering price of such Discount Bond) at a rate determined by reference to the yield to maturity of each individual Discount Bond . The amount treated as original issue discount on an Discount Bond for a particular semiannual accrual period is equal to (a) the product of ( 1 ) the yield to maturity for such Discount Bond (determined by compounding at the close of each accrual period) and (2 ) the amount which would have been the tax basis of such Discount Bond at the beginning of the particular accrual period if held by the original purchaser, less (b) the amount of interest payable on such Discount Bond during the particular accrual period . The tax basis is determined by adding to the initial public offering price on such Discount Bond the sum of the amounts which have been treated as original issue discount for such purposes during all prior accrual periods . If an Discount Bond is sold between semiannual compounding dates , original issue discount which would have accrued for that semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts among the days in such compounding period . The Code contains additional provisions relating to the accrual of original issue discount in the case of owners of the Discount Bonds who subsequently purchase any Discount Bonds after the initial offering or at a price different from the initial offering price during the initial offering of the 2024 Bonds . Owners of Discount Bonds should consult their own tax advisors with respect to the precise determination for federal and state income tax purposes of the amount of original issue discount accrued upon the sale, redemption or other disposition of a Discount Bond as of any date and with respect to other federal, state and local tax consequences of owning and disposing of an Discount Bond . It is possible that under the applicable provisions governing the determination of state or local taxes, accrued original issue discount on 20 f an Discount Bond may be deemed to be received in the year of accrual even though there will not be a corresponding cash payment attributable to such original issue discount until a later year . Bond Counsel ' s opinion will not address issues relating to the treatment of original issue discounts on Discount Bonds . Owners of Discount Bonds should consult their tax advisors with respect to the tax consequences of owning or disposing of a Discount Bond . CONTINUING DISCLOSURE OBLIGATION In accordance with the requirements of Rule 15c2 - 12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 ("Rule 15c2 - 12 ") , the County has undertaken in the Trust Agreement to provide, or cause to be provided through the Trustee, to the Municipal Securities Rulemaking Board (the "MSRB ") : ( 1 ) by not later than seven months after the end of each fiscal year, beginning with the fiscal year ending June 30 , 2024, the audited financial statements of the County 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 or if such audited financial statements are not then available from time to time, or any successor statute, , j unaudited financial statements of the County for such fiscal year to be replaced subsequently by audited financial statements of the County to be delivered within 15 days after such audited financial statements become available for distribution; (2 ) by not later than seven months after the end of each fiscal year, beginning with the fiscal year ending June 30 , 2024, the financial and statistical data as of a date not earlier than the end of the preceding fiscal year for the type of information included under the captions " THE COUNTY—DEBT INFORMATION" and "—TAX INFORMATION" in Appendix A relating to the 2024 Bonds (excluding any information on overlapping or underlying debt) to the extent such items are not included in the audited financial statements referred to in ( 1 ) above , (3 ) in a timely manner not in excess of ten business days after the occurrence of the event, notice of any of the following events with respect to the 2024 Bonds : (a) principal and interest payment delinquencies , (b) non-payment related defaults , if material , r, ( c) unscheduled draws on debt service reserves reflecting financial difficulties ; ( d) unscheduled draws on credit enhancements reflecting financial difficulties ; (e) substitution of credit or liquidity providers , or their failure to perform; (f) adverse tax opinions , the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 - TEB ) or other material notices or determinations with respect to the tax status of the 2024A Bonds , or other material events affecting the tax status of the 2024A Bonds ; (g) modifications to rights of holders of the 2024 Bonds , if material; 21 (h) calls for redemption of 2024 Bonds (other than calls pursuant to sinking fund redemption) , if material, and tender offers ; (1) defeasances ; (j ) release, substitution, or sale of property securing repayment of the 2024 Bonds, if material ; (k) rating changes ; (1) bankruptcy, insolvency, receivership or similar proceedings related to the County or any other person or entity that may at any time become legally obligated to make payments on the 2024 Bonds (collectively, the " Obligated Persons ") ; (in ) the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business , the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms , if material; (n) appointment of a successor or additional trustee or the change of name of a trustee, if material; ( o) incurrence of a financial obligation of the County, if material, or agreement to covenants, events of default, remedies , priority rights, or other similar terms of a financial obligation of the County or any Obligated Person, any of which affect security holders, if material; and (p) default, event of acceleration, termination event, modification of terms , or other similar events under the terms of a financial obligation of the County, any of which reflect financial difficulties ; and (4) in a timely manner, notice of a failure of the County to provide required annual financial information described in ( 1 ) or (2 ) above on or before the date specified . For purposes of the foregoing, "financial obligation" means a (a) debt obligation, (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (c) a guarantee of ( a) or (b) . The term "financial obligation" shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with Rule 15c242 . For the purposes of the event identified in subparagraph (1) above, the event is considered to occur when any of the following occurs : the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U . S . Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person . 22 I i 1 I i; i ide the document referred to above to the MSRB in an electronic format as The County shall prov 4 prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB . 4 The County may discharge its undertaking described above by transmitting the documents referred to above to any entity and by any method authorized by the U . S . Securities and Exchange Commission . At present, Section 159 -34 of the General Statutes of North Carolina requires that the County ' s financial statements be prepared in accordance with generally accepted accounting principles and that they be audited in accordance with generally accepted auditing standards . 4 The County has acknowledged in the Trust Agreement that its undertaking pursuant to Rule 15c2 - I; 12 is intended to be for the benefit of the registered owners of the 2024 Bonds and is enforceable by the Trustee or by any registered owner of the 2024 Bonds , THE RIGHT TO ENFORCE THE PROVISIONS OF THE COUNTY ' S RULE 15C2 - 12 UNDERTAKINGS IS LIMITED TO A RIGHT TO OBTAIN SPECIFIC PERFORMANCE OF THE COUNTY ' S OBLIGATIONS AND A FAILURE BY THE COUNTY TO COMPLY WITH ITS RULE 15C2 - 12 UNDERTAKINGS WILL NOT BE AN EVENT OF DEFAULT UNDER THE TRUST AGREEMENT AND WILL NOT r RESULT IN ACCELERATION OF THE INSTALLMENT PAYMENTS . The County may modify from time to time, consistent with Rule 15c2 - 12 , the information provided or the format of the presentation of such information, to the extent necessary or appropriate in the judgment 11 of the County; provided that ( 1 ) 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, F nature or status of the County; (2 ) the information to be provided, as modified, would have complied with the requirements of the Rule 15c2 - 12 as of the date of this Official Statement, after taking into account any amendments or interpretations of the Rule 15c242 , as well as any changes in circumstances ; and (3 ) any such modification does not materially impair the interest of the Owners or the beneficial owners , as determined by the Trustee or nationally recognized bond counsel or by the approving vote of the Owners of a majority in principal amount of the 2024 Bonds . 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 . t The County ' s Rule 15c2 - 12 undertakings will terminate on payment, or provision having been made for payment in a manner consistent with the Rule 15c242 , in full of the principal and interest with respect to the 2024 Bonds . r THE COUNTY ' S CONTINUING DISCLOSURE COMPLIANCE L [To be reviewed/confirmed]-During the past five years , the County has not failed to comply in all material respects with the terms of its prior undertakings under Rule 15c242 , except as described in the following paragraphs . i [In April 2019 , the County determined that it had in some circumstances inadvertently failed to post on the EMMA system information regarding its approved County budget for the fiscal year ended June 30 , 2019 , as required by some of the County ' s continuing disclosure obligations , although the County " s L CAFR included some budget information . Upon becoming aware of this issue, the County promptly moved to properly link the required budget information to all relevant CUSIP numbers . ] The County has filed notices of failure to file the items described above as required by Rule 15c2 - 12 , which describe the occasions of non- compliance and corrected compliance . 23 The County is not aware of any other occasions in which it was in material noncompliance with any of its continuing disclosure undertakings . The County has not knowingly failed to comply with its prior continuing disclosure undertakings . The County believes that at this point, it has filed all the financial information that its previous commitments require, and that all required financial information is posted with regard to all relevant CUSIP numbers . UNDERWRITING The Underwriters have agreed under the terms of a Bond Purchase Agreement (the "Purchase Agreement") to purchase all of the 2024 Bonds , if any of the 2024 Bonds are to be purchased, at a purchase price equal to 100 % of the principal amount of the 2024 Bonds , plus/less net original issue premium/discount of $ , less an Underwriters ' discount of $ The Underwriters ' obligation to purchase the 2024 Bonds is subject to certain terms and conditions set forth in the Purchase Agreement , The Underwriters may offer and sell the 2024 Bonds to certain dealers (including dealers depositing the 2024 Bonds into investment trusts) and others at prices lower than the initial public offering prices stated on the inside front cover page hereof. The public offering prices may be changed from time to time by the Underwriters . RATINGS Moody ' s Investors Service, Inc . , S &P Global Ratings and Fitch Ratings Inc . have assigned ratings of " , " " " and " respectively, to the 2024 Bonds . These ratings reflect only the view of such rating agencies, and an explanation of the significance of such ratings may be obtained from such rating agencies . Certain information and materials not included in this Official Statement were furnished to such rating agencies . There is no assurance that such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely if, in the judgment of such rating agencies , circumstances so warrant . Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the 2024 Bonds . MISCELLANEOUS All quotations from and summaries and explanations of the Trust Agreement and the Modified Deed of Trust contained herein or in Appendix C hereto do not purport to be complete, and reference is made to such documents for full and complete statements of their respective provisions . The Appendices attached hereto are a part of this Official Statement . The information contained in this Official Statement has been compiled or prepared from information obtained from the County and other sources deemed to be reliable and, although not guaranteed as to completeness or accuracy, is believed to be correct as of this date . Any statements involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact . 24 i 4 i I i f h f f E' k h G 14 APPENDIX A THE COUNTY I I c c I is I I GENERAL DESCRIPTION Orange County, founded in 1752 , is located in the north- central portion of the State on the Piedmont Plateau . The County lies approximately midway between the cities of Atlanta, Georgia and Washington, D . C . Interstate Highway 40 connects to Interstate Highway 85 within the County. Interstate Highway 85 connects the region west through Greensboro to Charlotte and Atlanta, and connects to Interstate Highway 95 just south of Richmond, Virginia . There are four municipalities in the County : the Towns of Chapel Hill and Carrboro in the southeastern part of the County and the Town of Hillsborough and the City of Mebane in the central corridor of the County along Interstate Highway 85 and Interstate Highway 40 . The Town of Chapel Hill is the largest municipality in the County and the home of The University of North Carolina at Chapel Hill . The Town of Hillsborough is the County seat , The County is part of the Durham- Chapel Hill Metropolitan Statistical Area, which also includes the Research Triangle Park, a major complex of research and research- oriented manufacturing facilities . Interstate Highway 40 connects the County directly with the Research Triangle Park and Raleigh-Durham International Airport . The City of Mebane, home of most of the County ' s major manufacturing employers, is on the westernmost boundary of the County . A major portion of the City of Mebane lies in neighboring Alamance County . North of Interstate Highway 85 the County is mostly rural, with a mixture of farming, residential and light industrial and commercial uses . The County is approximately 401 square miles in area, of which approximately 177 square miles are unincorporated, 39 square miles are farmland, 132 square miles are forested, and 53 square miles are urbanized . New York, New York 43 8 Miles Vicinity Map (50 Mile Radius) Washington, D , C . 251 Miles tlosnue Is — _ - 2 r [ - 9g ' 501 - I 36 _ 5 � saw MR S a ' . Vltgllle . l� au.cuom-- •€fit, , L EowoA6 , —MtltyCal ! 1 ... f r t alkartl Ga rvrndan?o, Slant Samoro 'I - Fild L " • . r IVia e4 a Hyoo" livvm 9 Parlay _ .�r/vw:" ° S e } a VY it " _ i a Stovall !V 1, 11 Co I A} t.on�teat ��L6 1 Oak Hill a• ut(te C A S W E LL 15 wno.m o LLLL `29 Caavgy s.: wars P E R $ O ,-Ali G R A V I L E r ' I5a' yvlaa 15 • • Roeb�oorkv�r ( i e .wta tva�c t locust 4 a , Frolabom a 1 G = . A IVI 1 li0 Mill I Roavala ( z Pleks ud Ida fie '` Mltarrvula Hltktowars � a Sd Baru a Fltab RI'ieWlle ashy TTmbarlalu Fwk \ Wtlliamtburg MatkiFar it Proapact a GvNonton Ma t501 NoriahI PravFdanu� t rorvM aleaola4 S7 as R Unhn r Carr Y a i y Rvutlamoni _ > /a i u-1t, . man Ito i �v� 4 ' V 9tam L vnamdr Ntanuba Caldwell t a a� Bath ya�p .. s to ` ..Mirri ' .rc. Z1aI lose 71 Cadet Grow- Seklly j i la v IButo tt S F , -O R D Bur fin i O R , A AI G E r wiitonj (� 't `vnl rasa w orlon t ;1G� a Man %� a Ilab + �a" 41` `Cra■dmnar j F 0 as FQ Etl.ndt l A 1 MORE! d r a to i 1 IIt] 1 1 uj y' LOW t Qa inrvl Ai.mrrl2aamm0 WHIMN• Duchani _ u a: 421 L —MI Chapel Hill ' . , eta a Ge va 1r 11KAna 'Cllmna l imeav lie L'aa#pal�avv Carncora Sam 401 _i � ", t Dos � nxt • owaa - a T Lltia o WkHnaY 1.�...�...._� � a j N111y, •Il � r Rai rMlavun rays CMpal Ctutch 41 lloltl �- R•+rrindon f - rtbWa l �. . X rcls wusai Mo s 11 li5f : A K L P to S ayd9 \ sax Hvpa u - Franks ne — F *JIM � ` rte It y_ (ytyt rlT l cla �� tt. A.iler• Y ,,:,tVh. taiv 8jj) " UM/ t G_ 1H A T t . . > H M Yvtiv .t T Lo �i i t 7 Atlanta, Georgia 351 Miles 26 c: uu DEMOGRAPHIC CHARACTERISTICS The United States Department of Commerce, Bureau of the Census, has recorded the County ' s population to be as follows : 1990 2000 2010 2020 , 93 , 851 118 , 227 13301 14806 The North Carolina Office of State Budget and Management has estimated the County ' s population at July 1 of each of the past five years to be as follows : 2018 2019 2020 2021 2022 142 , 148 142 , 597 148 , 613 148 , 331 148 , 707 According to the North Carolina Office of State Budget and Management, as of July 1 , 2022 , the Town of Chapel Hill (the portion located in the County) had an estimated population of 59 ,270 , the Town of Carrboro had an estimated population of 21 , 136 , the Town of Hillsborough had an estimated population of 9 , 902 and the City of Mebane (the portion located in the County) had a population of 3 , 675 . The following table presents per capita personal income figures for the County, the State and the United States : r: Year Coup State U . S . I 2018 61 , 803 $ 46 , 040 $ 53 , 309 2019 65 , 941 48 , 366 55 , 547 2020 72 , 271 51 , 781 5 % 153 2021 75 , 349 56 , 705 64 , 430 2022 77 , 568 58 , 109 65 , 470 Source : United States Department of Commerce, Bureau of Economic Analysis (most recent data available) . [ County to review/update] Commercial, Industrial and Institutional Profile i The County ' s economy is characterized by a high degree of institutional and public- sector activity, r plus office, commercial and service- oriented business . According to the Orange County Economic Development Commission, the leading industries in the County are educational, health and social services, professional, scientific, management, administrative and waste management services and arts, entertainment, recreation, accommodation and food services . The County ' s most common occupations, according to the Orange County Economic Development Commission, are educational services (28 . 7 % ), health care and social assistance (25 . 2 % ) and service occupations ( 16 . 4% ) . Professional and scientific services and manufacturing and agriculture are smaller portions of the County ' s economy . The University of North Carolina at Chapel Hill and UNC Health Care System, both located in the Town of Chapel Hill, are the largest employers in the County . As of June 30 , 2023 , they employed approximately 13 , 108 and 13 , 536 employees ,, respectively , Established in 1789 , The University of North Carolina at Chapel Hill occupies 729 acres in the County and had an enrollment of approximately 31 , 705 undergraduate, graduate and professional students for the 2022 -2023 academic year . UNC Health Care System opened in 1952 and occupies over 2 million square feet of leased and owned floor space . UNC 27 Health Care System has approximately [901 ] beds , [ 1 , 700 ] attending physicians and [ 816] residents and interns . In 2015 , UNC Health Care System opened a new medical campus in Hillsborough . The new campus includes 50 acute care beds , an 18 -bed intensive care unit, six operating rooms , two procedure rooms , an emergency department and outpatient medical and surgical specialty services , including urgent care, imaging and oncology . The new facilities were constructed at a cost of approximately $200 million . The County is also the place of residence for many technical, professional and executive people who work in the Research Triangle Park and neighboring cities of Durham, Raleigh, and Burlington . The Research Triangle refers to an area located among three municipalities : Chapel Hill, Durham and Raleigh . In addition to The University of North Carolina at Chapel Hill, universities located in these municipalities include Duke University and North Carolina Central University in the City of Durham and North Carolina State University in the City of Raleigh . The proximity of these universities makes the Research Triangle area well- suited to many types of research activities . The Research Triangle Park (the "Park"), located ten miles east of the County, contains 7, 000 acres of land which has been reserved for research and research- oriented manufacturing . Since its inception in the 1950 ' s , approximately 250 private and governmental organizations have located facilities in the Park and currently employ approximately 55 , 000 people. Approximately 87 % of the employees in the Park work for multinational corporations . The largest employers in the Park include : Glaxo SmithKline, Cisco Systems, Inc . , IBM Corporation, Credit Suisse , Cree, Inc . , Grifols, RTI International, Fidelity Investments , U . S . Environmental Protection Agency, National Institute of Environmental Health Sciences , NetApp , and BASF Corporation . Because of its close proximity to the County and the fact that many of the Park ' s employees reside in the County, the impact of the Park on the County ' s economy is significant . In addition to the Park, the County has several areas within its borders that are focused on industry and manufacturing . Several manufacturing firms are located along Interstate Highway 85 in the western portion of the County, and the County is targeting this area for future growth of industrial and commercial concerns . Additionally, the County has designated over 2 , 450 acres in three strategically-placed areas along Interstates 85 and 40 as Economic Development Districts . The County ' s location, midway between the Piedmont Triad and Research Triangle metropolitan areas, makes these sites extremely attractive . The districts offer development potential for light industrial, warehouse/flex space, office, retail and business service . Numerous tracts, ranging in size from 20 to 100 acres or more, are available . The County is also seeking to spur economic development by providing funds through the Article 46 Sales Tax to finance the development of utility extensions for commercial entities . The County uses the Article 46 Sales Tax to provide a portion of the upfront water/sewer infrastructure costs for businesses . The first project funded by the County was a $ 4 million water and sewer infrastructure project in the Mebane/Buckhorn area, on land owned by the County . The site is being developed as an industrial park . Mormaga American Foods , Inc . , the American affiliate of the Japanese candy maker of Hi- Chew candies purchased 21 acres of land and has constructed a manufacturing plant that initially employed 90 people . The 100 , 000 square foot plant opened in 2015 , representing a $ 48 million investment within the County . In July 2019 , Swiss - Swedish company ABB announced an expansion to its existing 400 , 000 square foot manufacturing facility in the County . The company said it would spend $ 40 million over five years to build a new 200 , 000 square foot manufacturing facility and create approximately 400 new manufacturing jobs at the site . This investment has now been completed, creating approximately 400 electrical assembly jobs . ABB has its United States headquarters in nearby Cary, North Carolina . ABB ' s previous acquisition of an existing GE manufacturing facility now makes it the County ' s largest private employer . 28 k t' In September 2019 , Medline Industries , a distributor and manufacturer of medical supplies ' announced plans to invest $ 65 million to construct an approximately 1 . 2 million square foot facility located near the City of Mebane in the County . The company anticipates the creation of 250 new jobs in its first five years , and Medline ultimately expects to employ up to 700 full time workers . Construction on the ; company ' s new facility began in fall 2019 , and the facility opened in February 2021 . r 4 The Board of County Commissioners approved the Research Triangle Logistics Park to be built at the southeastern corner of NC 86 and Interstate 40 in Hillsborough and is projected to begin construction in March 2024 . The 2 . 4 million square foot research park project is aimed at attracting warehouse, light I' industry and research companies . The $ 150 million project could generate up to 1 , 500 jobs . G In November 2019 , Well Dot announced an expansion in the County . The company provides ' healthcare IT call center services , and will employ approximately 400 jobs . In November 2021 , Thermo Fisher Scientific announced an investment of $ 192 . 5 million for a 375 , 000 square foot facility to manufacture precision pipette tips for laboratory, research and bioscience use employing up to 200 jobs with the potential for future expansion . F: The following table lists the ten largest employers in the County as of June 3 0 , 2023 : Number of Percentage of Total Company IndusLry Employ County Employ C + UNC Health Care Health Services 13 , 536 27 . 57 % I UNC Chapel Hill Higher Education 13 , 108 26 . 69 Chapel Hill- Carrboro City Schools Education 1 , 787 3 . 64 Orange County Government Public Administration 1 , 3 83 2 . 82 ; Orange County Schools Education 1 , 280 2061 Town of Chapel Hill Public Administration 825 1 . 68 ABB (formerly General Electric) Manufacturing 805 1 . 64 c AKG of America Manufacturing 430 0088 Wegmans Grocery Services 372 0 . 76 Armacell Manufacturing 351 0 . 71 r r Source : Annual Comprehensive Financial Report of the County for the year ended June 30, 2023 . Construction activity in the County for the past five calendar years is indicated by the number and construction value of building permits as set forth in the following table : Value in Thousands Year Number Non-Residential Residential Total c '! 2019 2 , 659 $ 31 , 543 $ 159 , 928 $ 191 ,471 2020 2 , 777 37 , 282 159 , 938 197 , 220 G 2021 202 11 , 045 168 , 388 17 % 433 2022 2 , 436 25 , 689 141 , 823 167 , 513 2023 2 , 640 25 , 347 182 , 138 207 , 485 20241 2 , 194 8 , 452 142 , 178 150 , 631 c 1 For the months ended , 2024. The number of permits issued for the months ended i . 2023 were with a value for non-residential of $ and residential value of $ Source : County Permits and Inspections Division, Note : Does not include permits issued in Chapel Hill, Carrboro and Mebane . k?`l t 29 Total taxable retail sales in the County for the past five fiscal years and for a portion of the current fiscal year are shown in the following table : Fiscal Year Taxable Increase Over Ended June 30 Retail Sales Previous Year 2019 $ 1 , 923 , 461 , 091 8 . 9 % 2020 1 , 955 , 949 , 713 1 . 7 2021 2 , 14% 246, 63 8 9 . 9 2022 2 .1482 .10701449 15 . 5 2023 2 , 788 , 217 ,449 12 . 3 20241 1 , 936 , 695 ,378 - - Source6 North Carolina Department of Revenue . 1 For the eight months ended February 29, 2024 . Taxable sales for the eight months ended February 28 , 2023 were $ 1 , 856, 590,265 . Sales tax revenue of the County for past five fiscal years and for a portion of the current fiscal year is shown in the following table : Fiscal Year Sales Tax Increase Over Ended June 30 Revenue Previous Year 2019 $ 31 , 843 , 731 8 . 3 % 2020 31 , 800 , 771 ( 0 . 1 ) 2021 36 , 008 , 088 14 . 5 2022 37 , 755 , 859 18 . 3 2023 43 , 396 , 780 14 . 5 20241 31 A6 ,417 - - Source : Annual Comprehensive Financial Reports of the County . For the eight months ended February 29, 2024 . Sales Tax Revenue for the eight months ended February 28, 2023 was The Article 46 one- quarter cent sales tax (the "Article 46 Sales Tax") was approved by Orange County voters in a November 2011 referendum, and became effective April 1 , 2012 . A Special Revenue Fund was established to account for the Article 46 Sales Tax . The Article 46 Sales Tax was initially estimated to generate $2 , 500 , 000 annually . Article 46 sales tax revenue for the fiscal year ended June 30 , 2023 was approximately $ 5 . 9 million, and the County has estimated Article 46 sales tax revenue for the fiscal year ended June 30 , 2024 to be approximately $ million . The Board of County Commissioners approved a ten-year commitment which authorized equal distributions of the one- quarter cent sales tax to support Schools and Economic Development . Fifty percent of the one- quarter cent sales tax is allocated to both County school systems on an average daily membership percent basis to fund capital projects . The other 50 % is allocated to economic development initiatives including supporting water and sewer infrastructure funding in the County ' s three economic development districts . The County ' s other sales and use taxes (Articles 39 , 40 , 42 , and 44 Sales Taxes) are reported in the County ' s General Fund and are included in the above table with Article 46 Sales Tax . The County ' s Articles 40 and 42 one-half cent local option sales and use taxes , which were authorized by the North Carolina General Assembly in 1983 and 1986 , respectively, comprise significant funding sources for the County ' s school capital requirements and school debt retirement . 30 i i Employment The North Carolina Department of Commerce has estimated the percentage of unemployment in the County to be as follows : k r, 2020 2021 2022 2023 2024 h January 3 . 2 % 4 . 6 % 3 . 1 % 3 . 0 % 2 . 7 % 1% February 3 . 2 4 . 3 2 . 9 2 . 9 2 . 8 1 March 4 . 01 3 . 8 2 . 7 2 . 8 April 9 . 01 3 . 5 2 . 7 2 . 5 May 8 . 21 3 . 8 3 . 1 2 . 9 I; June 7 . 4 4 . 1 3 . 4 3 . 1 1% July 6 . 8 4 . 1 3 . 6 3 . 2 1% August 5 . 0 3 . 9 3 . 6 3 . 2 September 4 . 4 3 . 1 2 . 9 2 . 8 j October 3 . 9 3 . 1 3 . 1 2 . 8 November 4 . 0 2 . 9 3 . 1 2 . 8 December 4 . 3 2 . 5 2 . 7 2 . 6 1 Layoffs began in March, April and May due to the COVID - 19 pandemic . ;, Note : Not seasonally adjusted. Source : N . C . Department of Commerce : Labor and Economic Analysis Division. h; The County ' s unemployment rate averaged 2 . 9 % in 2023 , as compared to 3 . 5 % for the State and 3 . 6 % for the United States . Government and Major Services r c, Government Structure . The County has a commission-manager form of government with a seven- member Board of Commissioners comprising the governing body . The commissioners are elected on a partisan basis for staggered four-year terms . The County manager is appointed by and serves at the pleasure of the Board of Commissioners . The Board of Commissioners annually adopts a balanced budget and establishes a tax rate for the support of the County ' s programs . The County Manager has the responsibility of administering these programs in accordance with the policies and the annual budget adopted by the Board of Commissioners . Education . Two separate school administrative units , Chapel Hill- Carrboro City Schools (" CHCCS ") and Orange County Schools (" OCS "), provide public education in the County . CHCCS serves the Towns of Chapel Hill and Carrboro and a small area outside the Towns , and OCS serves the remainder of the County . CHCCS has the highest average SAT scores in the State for public school systems and its high schools have been recognized in national publications for their excellent academic performance . Non- partisan elected boards of education administer both units . ;. The State pays for the basic minimum education program for each school administrative unit . Funding for this basic program is provided by appropriations from the State Public School Fund . Additional 4 ided by special State and federal grants . The County also appropriates funds to each school funding is prov system, which provides for program expansions beyond the State basic minimum . The County has consistently maintained among the highest per pupil appropriations of any county in the State . A special school district tax is levied in CHCCS . This tax is a significant revenue source for the CHCCS system . ( See the section "Tax Information" below . ) The County Commissioners have adopted a policy of allocating �. approximately 50 % of unrestricted locally- generated revenues to public school purposes . i 31 The following table reflects average daily membership ("ADM") ' and the number of schools for both OCS and CHCCS for the past five academic years . Chapel Hill- Carrboro City Schools Elementary Intermediate Secondary Grades K- 5 Grades 64 Grades 942 School No . of No . of No . of Total Year Schools ADM Schools ADM Schools ADM ADM 2019 -20 11 5 , 354 4 3 , 051 3 3 , 950 12 , 355 2020 -21 11 4 , 893 4 29912 3 3 , 932 11 , 737 2021 -22 11 5 , 054 4 3 , 188 3 4 , 206 12 , 448 2022 -23 11 4, 657 4 2 , 794 3 3 , 918 11 , 369 2023 -24 11 4 , 565 4 2 , 706 3 3 , 969 11 ,240 Orange County Schools Elementary Intermediate Secondary Grades K- 5 Grades 64 Grades 9 - 12 School No . of No . of No . of Total Year Schools ADM Schools ADM Schools ADM ADM 2019 -20 7 3 , 216 3 1 , 805 2 2 , 367 7 , 388 2020 -21 7 35047 3 1 , 654 2 2 , 381 7 , 082 2021 -22 7 3 , 040 3 1 , 651 2 2 ,278 6 , 969 2022 -23 7 3 , 056 3 1 , 601 3 2 , 409 7 , 066 2023 -24 7 3 , 066 3 1 , 567 3 2 , 354 6 , 987 1 ADM or average daily membership, determined by actual records at the schools, is computed by the North Carolina Department of Public Instruction on a uniform basis for all public school units in the State . The ADM computations are used as a basis for teacher allotments . Note : Enrollment declines for FY 2020-2l reflect impacts from remote learning attributed to public health protocols to counter the COVID49 pandemic . Additional factors include increases throughout the State in enrollment growth among private schools, public charter schools and homeschooling. Source : Orange County Board of Education and the Chapel Hill-Carrboro City Schools Board of Education Finance Offices . The County is home to two institutions of higher learning . The University of North Carolina at Chapel Hill is the flagship university in the State ' s 17 institution system and is consistently ranked one of the top public universities in the country . Enrollment at The University of North Carolina at Chapel Hill rose from 8 , 791 in 1960 to 31 , 705 for the 2022 -23 academic year . The University is planning a new living and learning community in Chapel Hill, called Carolina North, which will occupy over 250 acres of land in the County . Durham Technical Community College is a public two -year accredited institution of higher education and technical training school primarily located in Durham , North Carolina that has a 20 - acre Orange County campus located outside the Town of Hillsborough . Durham Tech serves more than 18 , 000 students and offers programs leading to over 110 degrees , certificates and diplomas . The County contributed $ 884 , 405 toward operating expenses of Durham Technical Community College in the fiscal year ended June 30 , 2023 and has budgeted $ 975 , 346 toward such operating expenses for the fiscal year ended June 30 , 2024 . Additionally, the County is located within a one -hour drive of several other colleges and universities . These include Alamance Community College, Duke University, Elon University, High Point 32 n is University, North Carolina Agricultural and Technical State University, North Carolina Central University, North Carolina State University and the University of North Carolina at Greensboro . I Transportation . Major expansion and maintenance of primary and secondary highways within the County are primarily the responsibility of the State . Municipalities within the County bear the responsibility for local street systems . The County has no responsibility for the construction or maintenance of streets or highways . The County is served by two interstate highways , which merge in the center of the County . Interstate Highway 85 connects the County to the cities of Greensboro , Charlotte and Atlanta to the south and west, and the cities of Durham, Richmond and Washington, D . C . to the north and east . Interstate Highway 40 connects the County to the cities of Winston- Salem, Greensboro and Asheville to the north and west, and the Research Triangle Park and the City of Raleigh to the south and east . Other major I highways include U . S . highways 15 - 501 and 70 and N . C . highways 54 , 57 and 86 . The Town of Chapel Hill operates a local bus system that provides public transportation services to the Town and adjacent areas , including services to the Town of Carrboro and the University of North Carolina at Chapel Hill on a contractual basis . Effective January 1 , 2002 , the Town instituted the State ' s first fare free transportation system for passengers on all regular routes and services . Bus routes and stops are located so that 90 % of all households are within one- quarter mile of a bus stop . The Town has established several park-ride lots on the perimeter of the Town to facilitate transportation in and out of the University and downtown area . The system operates 99 buses during weekday peak periods , and shared- ride, demand responsive programs to provide evening services . The bus system is the second largest transit system in the State by ridership , providing over seven million rides per year prior to COVID - 19 . The bus system is financed primarily with a special ad valorem tax levy, federal and State operating and capital assistance, and contractual contributions from the Town of Carrboro and the University . The Town receives federal operating assistance from the Federal Transit Administration and State operating assistance which combined equals about 30 % of eligible operating costs for the system . Orange County Transportation Services offers a continuum of locally accessible transportation services , including pick-up and drop - off services for the elderly and disabled . The Hillsborough circulator connects major destinations throughout Hillsborough with hourly service Monday through Friday . This service is free to all passengers . In addition, Triangle Transit Authority operates a bus system that provides commuter services to County residents . Orange County Transportation Services was awarded $ 1 . 7 million in COVID49 grant funding to support operating and capital requirements . Air transportation is provided by various major, commuter and commercial airlines at the Raleigh- Durham International Airport ("RDU") , approximately ten miles from the County . RDU is serviced by ten major airlines and 8 regional airlines . Approximately 14 . 5 million people boarded or deplaned aircraft at this airport in calendar year 2023 , as compared to 11 . 8 million passengers in calendar year 2022 . RDU currently has non- stop service to 47 domestic and 10 international destinations . Rail freight service is rovided b Norfolk Southern Railway . Railway passenger service is g p Y Y Yp g provided by Amtrak through its terminals located in Durham , Cary and Raleigh . Human Services Social Services Proaams . Social Services programs are provided for by a combination of federal, state and local funds . Among the programs provided are : Work First, Temporary Aid to Needy Families 33 Child Protective Services, Daycare Administrative, Foster Care, Energy Assistance, Medicaid, Child Support Enforcement and programs for the elderly . The Department of Social Services has received $ 318 , 680 in COVID49 Grants to support various human service requirements . Housing_Programs . The Department of Housing and Community Development has been awarded $ 8 . 7 million in CARES Rounds 1 and 2 funds , CDBG- CV, ESG- CV, HUD and NCORR Hope grants . These funds have supported the County ' s Housing Stabilization programs which include emergency rental assistance, eviction mitigation, housing vouchers and landlord incentives . The County has coordinated its housing response with the Towns of Carrboro , Chapel Hill and Hillsborough . Health Programs . The County provides environmental, sanitation, family planning, dental and nursing services throughout the County . Clinics are offered in the towns of Hillsborough and Chapel Hill and in the public schools . The County has access to the services of the schools of medicine, dentistry, nursing and public health at The University of North Carolina at Chapel Hill and the University Hospitals, as well as Duke University Medical Center and a U . S . Veterans Administration Hospital within five miles of the County . No County investment in hospital or major medical facilities is anticipated . The County Health Department received $ 1 . 4 million in COV D - 19 funds to support contact tracing and vaccine distribution throughout the County . Mental Health Programs . The County currently provides funding for mental health, development disabilities, and substance abuse services through Alliance Healthcare, a Managed Care Organization . On February 16 , 2021 , the Board of Commissioners approved a Local Management Entities/Managed Care Organizations (LME/MCO) Disengagement Plan to transition the management of Medicaid and uninsured behavioral health and intellectual/developmental disability (I/DD) services from Cardinal Innovations Healthcare to Alliance Healthcare . The County, Alliance Healthcare and Cardinal Innovations Healthcare are implementing a Continuity of Services Plan to ensure a seamless transition for stakeholders . The transition to Alliance became effective January 1 , 2022 . Other Human Services . In addition to social service, health and mental health programs , the County provides agricultural services , housing and community development services, library services aging services, criminal justice resources and support to various private non-profit agencies located within the County . Parks, Recreation and Open Space . The North Carolina Department of Natural and Cultural Resources works to conserve and manage the natural and cultural resources of the County . Included within this " green infrastructure" are natural areas and nature preserves , open spaces, parks and recreation facilities, water resources , and agricultural and resource lands . Programs ranging from athletics to fine arts are offered to residents of all ages at several park sites and community centers . Public Service Enterprises Water and Sewer Services . Water and sewer services are provided to the majority of the population of the County by the Orange Water and Sewer Authority (the "Authority") . The Authority was created in 1975 by the Board of Commissioners for the County and the boards of aldermen of the towns of Chapel Hill and Carrboro for the purpose of acquiring, consolidating, improving, and operating the existing water and sewer systems in the southern portion of the County . Prior to the formation of the Authority, water service was provided by the University of North Carolina at Chapel Hill and the Town of Carrboro and sewer service was provided by the towns of Chapel Hill and Carrboro in conjunction with the University . The Authority began utilities operations in 1977 when the Towns of Chapel Hill and Carrboro and the University of North Carolina at Chapel Hill conveyed their water and sewer facilities to the Authority . 34 I i Under the terms of the transfer, the Authority provides and maintains sewage collection and treatment facilities and water supply, treatment and distribution facilities . The Town of Hillsborough and the City of Mebane , which is partly located within the corporate limits of the County, also own and operate water and sanitary sewer systems . The County issued water and r sanitary sewer bonds in the late 1960s to finance the construction of the Lake Orange reservoir, which serves the water system of the Town of Hillsborough, and the construction of improvements which serve the water and sanitary sewer systems of the City of Mebane . In addition, the Orange Alamance Water System, a private corporation, utilizes Lake Orange and provides water service to a part of the west central portion of the County . The County ' s water supply has been supplemented by the addition of the Cane Creek Reservoir, r, which was built by the Authority in 1989 . Increased water supply has also resulted from the renovations to the dam at Lake Orange, which is owned by the County . i Sanitary Landfill . The County owned and operated a sanitary landfill serving County residents until that landfill closed in June 2013 . On July 1 , 2013 , the County entered into an interlocal agreement with the nearby City of Durham, North Carolina, for certain solid waste purposes . The City of Durham has agreed to allow the County to deliver solid waste to a City- operated transfer station in Durham . The agreement provides the opportunity to renew the agreement upon written execution by both parties . The County continues to evaluate other options for solid waste disposal . Other Public Service Enterprises. Telephone service in the County is provided by Sprint, h BellSouth, Mebtel and Verizon Communication . Electric service is provided by Duke Energy and Piedmont Electric Membership Corporation . Gas service is provided by Dominion Energy . Other Services. Fire and police protection are provided by the Towns of Chapel Hill, Carrboro , I, Hillsborough and Mebane within their respective jurisdictions . In the unincorporated areas of the County fire protection is provided in 12 fire districts pursuant to contracts between the County, the municipalities and various fire departments . Police protection in the unincorporated areas of the County is provided by the County Sheriff' s Department . 1 The County ' s Emergency Services Department provides four general areas of countywide I; emergency assistance, emergency communications (911 ) , emergency medical services , fire marshal and emergency management . Volunteer rescue squads work jointly with the County to provide a significant i amount of such services . 4, C DEBT INFORMATION Legal Debt Limit f c In accordance with the provisions of the State Constitution and The Local Government Bond Act, as amended, the County had the statutory capacity to incur additional net debt in an approximate amount of $ 1 . 5 billion as of June 30 , 2023 . Outstanding General Obligation Debt General Obligation Bonds June 30 , 2020 June 30 , 2021 June 30 , 2022 June 30 , 2023 I School Bonds $ 110 , 36000 $ 109 , 450 , 000 $ 120, 435 , 000 $ 114 , 255 , 000 Refunding Bonds 20 , 080 , 000 14, 550 , 000 75815 , 000 2 , 560 , 000 35 Other Bonds 560 , 000 -- - - - - Total Outstanding Debt $ 131 , 0009000 $ 124 , 000 , 000 $ 128 , 25000 $ 116, 81500 General Obligation Debt Ratios Total GO Debt Total GO Total Outstanding Assessed To Assessed Debt June 30 , GO Debt Valuation Valuation Population) Per Capita 2019 $ 125 , 740 , 000 $ 18 , 681 , 613 , 587 0 . 67 % 1451) 574 $ 863 . 75 2020 1310000 18 , 956 , 491 , 582 0 . 69 148 , 613 881 . 48 2021 1240000 19 , 449 , 954, 413 0 . 64 148 , 331 835 . 97 2022 128 , 25000 21 , 944, 533 , 529 0 . 58 148 , 707 862 . 43 2023 11658159000 22 , 421 , 502, 597 0 . 52 148 , 7072 785 . 54 i Estimate of North Carolina Office of State Budget and Management. 2 2022 population estimate . General Obligation Debt Service Requirements and Maturity Schedule as of June 30 , 2023 Outstanding GO Debt Fiscal Year Principal and Ending June 30 , Principal Pa. moment Interest Payment 2024 $ % 470 , 000 . 00 $ 13 , 844, 575 2025 6 , 910, 000 . 00 10 , 843 , 975 2026 6 , 910 , 000 . 00 10 , 498 , 475 2027 6 , 910 , 000 . 00 10 , 154 , 850 2028 6 , 910 , 000 . 00 91811 , 225 2029 6 , 910 , 000 . 00 % 496 , 058 2030 6 , 910 , 000 . 00 % 232 , 313 2031 6 , 910 , 000 . 00 9 , 002 , 163 2032 6, 900 , 000 . 00 8 , 733 , 538 2033 6 , 9005000 . 00 8 ,474, 025 2034 6 , 89500 . 00 8 , 24200 2035 6 , 89500 . 00 8 , 031 , 310 2036 6, 89500 . 00 7, 816 , 275 2037 6 , 89500 . 00 7, 596 , 661 2038 6 , 895 , 000 . 00 7 , 374, 525 2039 5 , 425 , 000 . 00 501 ,219 2040 1 , 850 , 000 . 00 205 , 375 2041 1 , 85000 . 00 1 , 952 , 000 2042 85000 . 00 9091) 250 2043 725 , 000 . 00 7545000 Total $ 116 , 815 , 000 . 00 $ 1505464, 470 Note : Totals may not foot due to rounding . 36 i I' General Obligation Debt Information for Underlying Units as of June 30 , 2023 E k 2022 Assessed2 Tax Rate Bonds Authorized and Total GO Total GO Debt Unit Population ' Valuation Per $ 100 Unissued DebF Per Capita Carrboro 21 , 136 $2 , 848 , 373 , 576 . 6044 - - $29100 , 000 $ 99 . 36 Chapel Hill 62 , 195 9 , 51455869959 . 5220 $ 24, 04500 475516 , 000 763 . 98 Hillsborough % 902 1 , 584, 586 , 675 . 5870 - - - - - - Mebane' 19 , 338 200035424 . 4700 - - - - - - ' Estimates of North Carolina Office of State Budget and Management. 2 Does not include installment financing agreements, revolving loans and revenue bonds as these obligations are not general obligations . ' Approximately 19 % of this population resides in Orange County and 81 % resides in Alamance County . k Other Fong-Term Commitments The County currently has a variety of financing agreements for vehicles and other equipment . In addition, the County has financed school, public buildings , landfill and water and sewer projects through installment financing agreements which, as of June 30 , 2023 , had a combined principal balance of approximately $ 190 . 79 million . Annual requirements to service these obligations are as follows : Fiscal Year Landfill and S orts lex Governmental Pu oses Totals j Ending Principal Principal Principal r June 30 Principal and Interest Principal and Interest Principal and Interest 2024 $ 1 ,2 % 590 $ 1 , 594 , 130 $ 18 , 406 , 468 $ 24 , 320 , 036 $ 19 , 675 , 058 25 , 914 , 166 2025 1 , 131 , 406 1 , 412 , 446 18 ,444 , 652 23 , 913 , 150 1 % 576 , 058 25 , 325 , 596 j 2026 1 , 028 , 216 1 ,267 , 508 16 , 286 , 081 21 , 083 , 655 17 , 314 , 297 22 , 351 , 163 2027 1 , 227, 576 1 ,420 , 918 16 , 993 , 423 21 , 068 , 209 18 , 220 , 999 22 , 489 , 127 2028 750 , 577 905 , 045 12 , 219 , 422 15 , 706 , 148 12 , 96 % 999 16 , 611 , 193 2029 -2033 2 , 460 , 542 2 , 927 , 708 47 ,225 , 459 58 , 947,289 4 % 686 , 001 61 , 874, 997 2034-2038 1 , 45200 1 , 616 , 135 31 , 469 , 000 36 , 754, 833 32 , 921 , 000 38 , 370 , 968 2039 -2043 419 , 000 441 , 989 2050085000 21 , 212 , 544 2054275000 214) 654 , 533 TOTALS $ 9 , 737 , 907 11 , 585 , 879 $ 181 , 052 , 505 $223 , 005 , 864 $ 190 , 790 , 412 $ 234 , 591 , 743 Debt Outlook j.; The County has an extensive ten-year capital improvement program underway to provide public safety, school facilities , government facilities , affordable housing, and park improvements . The County ' s program will be funded through bond proceeds, installment financing proceeds, and pay- as-you go funds ojects as identified in its long-term debt model . The County Manager ' s for specific County capital pr recommended ten-year capital investment program contemplates total borrowings of approximately $ 631 . 4 million including $ 13 million in Limited Obligation Bonds in fiscal year 2024 and $ 300 million in pending voter approval of Referendum General Obligation Bonds for both school districts beginning in fiscal year 2027 . The County has factored in an estimated future tax rate increases of 8 . 88 [percent?] [cents ?]' in FY2025 -26 to fund the capital program . I TAX INFORMATION General Information Fiscal Year Ended or Ending June 30 , 2020 2021 2022 2023 Assessed Valuation 37 Assessment Ratio ' 100 % 100 % 100 % 100 % Real Property $ 16 , 974, 8999491 $ 17 , 333 , 962 , 055 $ 19 , 776 , 8835656 $20 , 91515061497 Personal Property 19726, 673 , 593 1 , 76 % 65 %485 1 , 884, 947 , 740 1 , 50499969150 Public Service Companies 337 , 564, 917 346 , 332 , 873 364, 879 , 155 38697939191 Less Tax-Exempt Property ( 82 , 646 ,419) (7799342293 ) ( 829177 , 022 ) ( 81 ,256 ,223 ) Total Assessed Valuation $ 18 , 956 ,491 , 582 $ 199449 , 954 ,413 $21 , 944, 533 , 529 $225421 , 502 , 597 Tax Rate per $ 1001 0 . 8679 0 . 8679 0 . 8187 0 . 8312 Levy $ 164, 8849700 $ 168 , 893 , 588 $ 179 , 742 , 965 $ 18654645351 ' Percentage of appraised value has been established by statute . a Valuation of railroads, telephone companies and other utilities as determined by the North Carolina Property Tax Commission . s Revaluation of real property became effective with the 2021 -22 tax levy. Real property was previously reappraised for 2017- 18 and the next appraisal will be effective in 2025 -26 . In addition to the County-wide rate shown in the previous chart, all taxable property within the Chapel Hill- Carrboro City School Administrative Unit is subject to a special school district tax . The special school district tax rates per $ 100 assessed valuation for the past five fiscal years are as follows : Fiscal Year Ended or Ending June 3 0 , 2019 2020 2021 2022 2023 Special School District Chapel Hill- Carrboro City Schools $ . 2018 $ . 2018 $ . 2018 $ . 1830 $ . 1830 Special Fire Districts. Most property in the unincorporated portions of the County is also subject to an additional tax rate for one of the 12 fire districts , which range from $ 0 . 09092 to $ 0 . 16693 for the fiscal year ending June 30 , 2023 . Tax Collections Fiscal Year Prior Year ' s Current Year ' s Percentage Ended June 30 , LM Collections Lew Collections Collected 2019 $ 967983 $ 157, 743 , 5- 10 99 . 14 % 2020 805605 163 , 403 , 993 99 . 10 2021 853760 167 , 481 , 534 99 . 16 2022 952 893 178 , 314 , 181 99 . 21 2023 - 185 , 261 , 931 99 . 36 20241 188 , 300 , 309 ' For the nine months ended March 31 , 2024. For the nine month period ended March 31 , 2023 , current year levy collections were Source : Annual Comprehensive Financial Report of the County for fiscal year ended June 30, 2023 . Ten Largest Taxpayers for the Fiscal Year ended June 30 , 2023 Percentage Assessed of Assessed Name Type of Enterprise Valuation Value Duke Energy Carolina LLC Public Utility $ 188 , 3 87, 969 0 . 84 % Chapel Hill Foundation Real Estate Holdings Inc Apartments/Retail 112 , 650 , 500 0 . 50 Mre Propco LP (Medline) Industrial 86 , 510 , 700 0 . 39 BIR Chapel Hill LLC Apartments/Retail 80 , 124 , 700 0 . 36 38 is if Percentage Assessed of Assessed Name Type of Enterprise Valuation Value 'm i NR Edge Apartments Property Apartments/Retail 78 , 566 , 982 0 . 35 Piedmont Electric Membership Public Utility 70 , 666 , 044 0 . 32 Northwestern Mutual Life Insurance Co . Apartment Rentals %0794 , 458 0 . 31 Townhouse Apartments Apartment Rentals 67 , 581 , 700 0 . 30 Industrial Connections & Solutions LLC (ABB ) Office/Industrial 60 , 89 % 638 0 . 27 State Employees Credit Union Bank 57 , 475 , 536 0 . 26 $ 871 , 658 , 227 3 . 90 % E` c 4 Source : Annual Comprehensive Financial Report of the County for fiscal year ended June 30, 2023 . FISCAL YEAR 2023 -24 BUDGET COMMENTARY The adopted General Fund budget for fiscal year 2023 -24 totals $279 . 5 million, which represents a $21 . 4 million or 8 . 2 % increase over the fiscal year 2022-23 adopted budget . The County budget factors in a . 46 cent increase from 83 . 12 cents to 83 . 58 cents per $ 100 of assessed value to fund the County and School continuation budgets . The County is on a four-year revaluation cycle . The next revaluation will be p effective January 1 , 2025 for fiscal year 2025 -26 . The fiscal year 2023 -24 budget assumed a 2 . 1 % increase in assessed value with the tax base increasing from $ 22 . 2 billion to $ 22 . 9 billion or over the prior year . The I real and personal collection rate is budgeted to remain the same at 99 . 2 % . The County budget maintains a goal of allocating 48 . 1 % of General Fund revenues to education spending . The budget increases per pupil h expenditures by $ 538 . 46 to $ 5 , 346 which has consistently been among the highest per pupil appropriations in the State . The fiscal year 2023 -24 appropriations represents 48 . 07 % of total General Fund revenues . The budget appropriates $ 3 . 8 million to fund school health and safety contractual services . The fiscal year 2023 - I 24 budget fully funds all positions of the County and includes a 6 % wage increase effective July 1 , 2023 at a cost of $ 4 . 4 million . Property tax revenues comprise $ 190 . 7 million or 68 % of General Fund revenues . Sales tax revenues comprises 16 % of the budget and has been budgeted to increase 4 % over the fiscal year 2022 -23 projections . The remaining 16% of General Fund revenues are comprised of intergovernmental revenues, charges for services, licenses and permits, and miscellaneous revenues . II CYBERSECURITY c, The County, like many other large public and private entities , relies on a large and complex technology environment to conduct its operations and faces multiple cybersecurity threats involving, but not limited to , hacking, phishing viruses , malware and other attacks on its computing and other digital networks and systems (collectively, " Systems Technology") . As a recipient and provider of personal, private, or sensitive information, the County may be the target of cybersecurity incidents that could result in adverse consequences to the County and its Systems Technology, requiring a response action to mitigate the consequences . The County has hired a Security Officer that dual reports to the County Manager and k== Chief Investment Officer . The County deploys regular training to all County employees throughout the year . Orange County IT takes a multi- layered approach regarding enterprise security and data loss prevention to protect against internal and external threats . ■ Perimeter security is handled by employing state of the art firewall(s) , and intrusion detection and prevention systems as well as email scanning prior to email being delivered to county servers for processing . 39 ■ Multifactor authentication is used for user device access to network resources . ■ VPN and virtual desktop technologies are deployed for secure and managed remote access . ■ The principal of least privilege access is used for all uses both common and administrative . ■ Beyond the perimeter all network traffic is monitored north, south, east and west . Appropriate alerts are configured for anomalous behavior . ■ Network traffic is segmented to prevent the risk of cross contamination during security events . ■ Multiple security incident/information and event management strategies are used, i . e . , STEM technology to monitor server and device events . ■ File level access and permissions are systematically audited on access to comply with various compliance and standards requirements . . ■ Along with typical nightly, weekly and monthly backups routines, data is sent off site and database data is stored immutably in the cloud . ■ Next Generation end point detection and response is deployed across the enterprise with dedicated third-party staff reviewing incidents as they occur, 24 hours per day, 365 days per year . Orange County Information Technologies ' multi- layered approach includes mandatory security training for all employees that access the network as well as having an IT Security Officer to review and create appropriate security policies and procedures . PENSION PLANS The County participates in the North Carolina Local Governmental Employees ' Retirement System (the "LGERS ") . The North Carolina Local Governmental Employees ' Retirement System is a service agency administered through a board of trustees (the "Board of Trustees") by the State for public employees of counties , cities , boards , commissions and other similar governmental entities . While the State Treasurer is the custodian of system funds , administrative costs are borne by the participating employer governmental entities . The State makes no contributions to the system . The system provides, on a uniform system-wide basis , retirement and, at each employer ' s option, death benefits from contributions made by employers and employees . Employee members contribute six percent of their individual compensation . Each new employer makes a normal contribution plus , where applicable, a contribution to fund any accrued liability over a 24-year period . The normal contribution rate, uniform for all employers for fiscal year 2022-23 , was 12 . 14 % of eligible payroll for general employees and 13 . 24 % of eligible payroll for law enforcement officers ("LEO ") . The normal contribution rate, uniform for all employers for fiscal year 2023 -24, is 12 . 89 % of eligible payroll for general employees and 14 . 04 % of eligible payroll for LEOs . The accrued liability contribution rate is determined separately for each employer and covers the liability of the employer for benefits based on employees ' service rendered prior to the date the employer joins the system . Additional rates , such as rates associated with death benefits or past service liabilities , will be added to the base rate to determine the actual contribution percentage for each employer . 40 i' I, r '9 Members qualify for a vested deferred benefit at age 50 with at least 20 years of creditable service ; at age 60 after at least five years of creditable service to the unit of local government . Unreduced benefits are available : at age 65 , with at least five years of service ; at age 60 , with at least 25 years of creditable service ; or after 30 years of creditable service, regardless of age . Benefit payments are computed by taking G an average of the annual compensation for the four consecutive years of membership service yielding the highest average . This average is then adjusted by a percentage formula, by a total years of service factor, and by an age service factor if the individual is not eligible for unreduced benefits . E Contributions to the system are determined on an actuarial basis . For information concerning the f County ' s participation in the North Carolina Local Governmental Employees ' Retirement System and the Supplemental Retirement Income Plan of North Carolina see the Notes to the County ' s Audited Financial Statements in Appendix B . Financial statements and required supplementary information for LGERS are included in the Annual Comprehensive Financial Report ("ACFR") for the State . Please refer to the State ' s ACFR for additional information . OTHER POST-EMPLOYMENT BENEFITS The County administers a single employer defined benefit Retiree Healthcare Benefits Plan . This plan provides post- employment health care benefits to retirees of the County . : k V: A Permanent Employee employed on or before June 30 , 2012 and who commences retirement and meets the following conditions receives an annual retirement medical allowance . A participant must be eligible and approved to receive retirement benefits in accordance with the regulations of the North Carolina Local Government Employees Retirement System and meet one of the following conditions : 1 ) A minimum of ten years of service with the County, 2 ) Age 65 with a minimum of five years of service with the County, or 3 ) Disabled retirement with a minimum of five years of service with the County . ' ` A Permanent Employee employed after June 30 , 2012 and who commences retirement and meets the following conditions receives an annual retirement medical allowance . A participant must be eligible and approved to receive retirement benefits in accordance with the regulations of the North Carolina Local 1% Government Employees Retirement System and meet one of the following conditions : 1 ) A minimum of 20 years of service with the County, 2 ) Age 65 with a minimum of ten years of service with the County, or 3 ) Disabled retirement with a minimum of ten years of service with the County . h The County contributes to the cost of health insurance premiums for both non-Medicare eligible retirees and Medicare eligible retirees based on the years of service with Orange County using the following schedule : i If hired on or before June 30 , 2012 : Years of Service at Retirement Age at Retirement County Contribution i 10 or more Any Age 100 % 5 - 9 65 50 % 1 i If hired after June 30 , 2012 : i ' 41 Years of Service at Retirement Age at Retirement County Contribution 20 or more Any Age 100 % 1049 65 50 % Per resolution, the County is required to contribute the projected pay- as -you financing requirements, with an additional amount to prefund benefits as determined annually by the Board . Benefit payments by the County were $3 , 529 ,472 for the fiscal year ended June 30 , 2023 : The Annual OPEB Cost (AOC) is equal to the Annual Required Contribution (ARC ) , one year ' s interest on the Net OPEB Obligation, and an adjustment to the ARC to offset the effect of actuarial amortization of past under or over contributions . The County funds its OPEB healthcare benefits on a pay as you go basis as part of the annual budget process . The County paid $ 3 , 529 , 472 in OPEB benefits in fiscal year 2023 , and has budgeted approximately $ 3 , 089 , 464 for benefit payments in fiscal year 2024 . In addition to these annual payments , the County has reserved approximately $ 8 . 2 million of committed fund balance toward its OPEB obligations . The County has also established an irrevocable trust for OPEB benefits that contains approximately $ [381 , 735 ] . The following table presents additional information on the County ' s OPEB liabilities . Measurement Net OPEB NOL as % of Date Liability (NOL) Covered Payroll June 30 , 2023 $ 120 , 541 , 187 231 . 2 % June 30 , 2022 132 , 374 , 775 238 . 2 June 30 , 2021 161 , 44 % , 960 290 . 5 GASB 74 requires the presentation of the Net OPEB Liability ("NOL") effective as of June 30 , 2017 . The GASB 74 required NOL actuary methodology and assumptions results in a higher liability than the unfunded actuarial accrued liability ("UAAL") . CONTINGENT LIABILITIES The County is not aware of any contingent liabilities that it expects would materially adversely affect its ability to meet its financial obligations . 42 i' i` I k k r f t rf, F . E F, i APPENDIX B MANAGEMENT ' S DISCUSSION AND ANALYSIS AND THE BASIC FINANCIAL STATEMENTS OF ORANGE COUNTY, NORTH CAROLINA 1` L i i i I c c E; i r i [THIS PAGE INTENTIONALLY LEFT BLANK] Management ' s Discussion and Analysis h The 'Mana ements Discussion and Analysis of the financial activities of the County, lifted from g Y tY� the Annual Comprehensive Financial Report for the County for the fiscal year ended June 30 , 2023 , is included in this Appendix . Management ' s Discussion and Analysis provides an objective and easily readable short and long-term analysis of the County ' s financial activities based on currently known facts , decisions or conditions . Management ' s Discussion and Analysis is not a required part of the Basic Financial Statements but is supplementary information required by the Governmental Accounting Standards Board . The independent auditors of the County have applied certain limited procedures , which consist primarily of inquiries of management regarding the methods of measurement and presentation of the required supplementary information . However, they did not audit this information and did not express an opinion on it . i B4 Financial Information The financial statements of the County have been audited by certified public accountants for the fiscal year ended June 30 , 2023 . Copies of these financial statements containing the unqualified report of the independent certified public accountant are available in the office of the Chief Financial Officer at 131 West Margaret Lane, Third Floor, PO Box 8181 , Hillsborough, North Carolina 27278 . The following financial statements are the Basic Financial Statements of the County, the notes thereto and certain required supplementary information, lifted from the Annual Comprehensive Financial Report of the County for the fiscal year ended June 30 , 2023 . B -2 i i I I I I i I i i i i I i i f i G i i c I APPENDIX C c SUMMARY OF PRINCIPAL LEGAL DOCUMENTS i I c E i Yk= F C f` If (I, i t it f t` fi I` [THIS PAGE INTENTIONALLY LEFT BLANK] I i i i i I �I I I i I C k APPENDIX D FORMS OF OPINIONS OF BOND COUNSEL i j I" k I c [THIS PAGE INTENTIONALLY LEFT BLANK] i III i i I I C r kG I' j% �I � F 4: i! Ii i^ APPENDIX E c BOOK—ENTRY ONLY SYSTEM I F i c [THIS PAGE INTENTIONALLY LEFT BLANK] i C APPENDIX E G BOOK-ENTRY ONLY SYSTEM Beneficial ownership interests in the 2024 Bonds will be available only in a book- entry system . The actual purchasers of the 2024 Bonds (the ` Beneficial Owners ") will not receive physical certificates representing their interests in such 2024 Bonds purchased . So long as The Depository Trust Company ("DTC "), New York, New York, or its nominee is the registered owner of the 2024 Bonds , references in this Official Statement to the Owners of the 2024 Bonds shall mean DTC or its nominee and shall not mean the Beneficial Owners of the 2024 Bonds , The Trust Agreement contains provisions applicable to periods when DTC or its nominee is not the registered owner . I The following description of DTC , its procedures and record keeping with respect to beneficial ownership interests in the 2024 Bonds, payment of interest and other payments with respect to the 2024 ; Bonds to DTC Participants or to beneficial owners , confirmation and transfer of beneficial ownership interests in the 2024 Bonds and/or other transactions by and between DTC, DTC Participants and beneficial j owners is based on information furnished by DTC . C F DTC will act as securities depository for the 2024 Bonds . The 2024 Bonds will be registered in the name of Cede & Co . (DTC ' s partnership nominee) or such other name as may be requested by an authorized representative of DTC . One fully-registered certificate in the aggregate principal amount of each maturity of the 2024 Bonds will be deposited with DTC or its designee . So long as Cede & Co . is the registered owner of the 2024 Bonds , as DTC ' s Partnership nominee, reference herein to the Owners or registered owners of the 2024 Bonds shall mean Cede & Co . and shall not mean the beneficial owners of the 2024 Bonds . I r; r r: DTC , the world ' s largest securities depository, is a limited-purpose trust company organized under ( ' the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a " clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934 , as amended . DTC holds and provides asset servicing for over 3 . 5 million issues of U . S . and non-U . S . equity issues, corporate and municipal debt issues , and money market instruments from over 100 countries that DTC ' s participants ("Direct Participants ") deposit with DTC . DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities h transactions in deposited securities through electronic computerized book- entry transfers and pledges between Direct Participants ' accounts . This eliminates the need for physical movement of securities ! certificates . Direct Participants include both U . S . and non-U . S . securities brokers and dealers , banks , trust c companies , clearing corporations and certain other organizations . DTC is a wholly- owned subsidiary of The Depository Trust & Clearing Corporation ( "DTCC ") . DTCC , in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation and Emerging Markets Clearing Corporation as well as by the New York Stock Exchange, i Inc . , the American Stock Exchange , and the National Association of Securities Dealers , Inc . Access to the DTC system is also available to others such as both U . S . and non-U . S . securities brokers and dealers , banks E trust companies , and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the "Indirect Participants" and collectively with the Direct Participants , the "Participants ") . DTC has a Standard & Poor ' s rating of AA+ . The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission . More information about DTC can be found at www. dtce . com , Purchases of 2024 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for 2024 Bonds on DTC ' s records . The ownership interest of each actual ' E4 purchaser of the 2024 Bonds (the ` Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants ' records . Beneficial Owners will not receive written confirmation from DTC of their purchase . Beneficial Owners are , however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings , from the Direct or Indirect Participants through which the Beneficial Owner entered into the transaction . Transfers of ownership interests in the 2024 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners of such 2024 Bonds . Beneficial Owners will not receive certificates representing their ownership interests in 2024 Bonds , except in the event that use of the book- entry system for such 2024 Bonds is discontinued . To facilitate subsequent transfers, all 2024 Bonds deposited by Direct Participants with DTC are registered in the name of DTC ' s partnership nominee, Cede & Co . or such name as may be requested by an authorized representative of DTC . The deposit of 2024 Bonds with DTC and their registration in the name of Cede & Co . or such other nominee do not effect any change in beneficial ownership . DTC has no knowledge ' of the identities of the actual Beneficial Owners of the 2024 Bonds ; DTC ' s records reflect only the identity of the Direct Participants to whose accounts such 2024 Bonds are credited, which may or may not be the Beneficial Owners . The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers . Conveyance of notices and other communications by DTC to Direct Participants , by Direct Participants to Indirect Participants , and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time . Beneficial Owners of the 2024 Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to such 2024 Bonds, such as redemptions , defaults and proposed amendments to the security documents . For example, Beneficial Owners of the 2024 Bonds may wish to ascertain that the nominee holding such 2024 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners . In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them . Redemption notices shall be sent to DTC . If less than all of the 2024 Bonds within a maturity are being redeemed, DTC ' s practice is to determine by lot the amount of the interest of each Direct Participant in the 2024 Bonds of such maturity to be redeemed . Neither DTC nor Cede & Co . (nor such other DTC nominee) will consent or vote with respect to the 2024 Bonds unless authorized by a Direct Participant in accordance with DTC ' s procedures . Under its usual procedures , DTC mails an Omnibus Proxy to the Trustee as soon as possible after the record date . The Omnibus Proxy assigns Cede & Co . ' s consenting and voting rights to those Direct Participants to whose accounts such 2024 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy) . Because DTC is treated as the owner of the 2024 Bonds for substantially all purposes under the Trust Agreement, Beneficial Owners may have a restricted ability to influence in a timely fashion remedial action or the giving or withholding of requested consents or other directions . In addition, because the identity of Beneficial Owners is unknown to the County, to DTC or to the Trustee, it may be difficult to transmit information of potential interest to Beneficial Owners in an effective and timely manner . Beneficial Owners should make appropriate arrangements with their broker or dealer regarding distribution of information regarding the 2024 Bonds that may be transmitted by or through DTC . Principal, premium, if any, and interest payments on the 2024 Bonds will be made to Cede & Co . , or such other nominee as may be requested by an authorized representative of DTC . DTC ' s practice is to &2 i i I' credit Direct Participants ' accounts upon DTC ' s receipt of funds and corresponding detail information from the Trustee, on the payable date in accordance with their respective holdings shown on DTC ' s records . Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices , as is the case with securities held for the accounts of customers in bearer form or registered in " street name, " and will be the responsibility of such Participants and not of DTC (nor its nominee) , the Trustee or the County, subject to any statutory or regulatory requirements as may be in effect from time to time . Payment of principal, premium , if any, and interest to Cede & Co . (or such other nominee as may be t; requested by an authorized representative of DTC) is the Trustee ' s responsibility, disbursement of such payments to Direct Participants is DTC ' s responsibility, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants . The County cannot and does not give assurance that Direct and Indirect Participants will promptly transfer payments to Beneficial Owners . DTC. may discontinue providing its services as securities depository with respect to the 2024 Bonds at any time by giving reasonable notice to the County and the Trustee . Under such circumstances , in the event that a successor depository is not obtained, physical certificates representing interests in 2024 Bonds are required to be printed and delivered . The County may decide to discontinue use of the system of book- I entry only transfers through DTC (or a successor securities depository) . In that event, physical certificates %% will be printed and delivered to DTC . The County and the Trustee have no responsibility or obligation to DTC , the Direct Participants , the Indirect Participants or the Beneficial Owners with respect to ( 1 ) the accuracy of any records maintained by DTC or any Participant, or the maintenance of any records ; (2) the payment by DTC or any Participant of any amount due to any Beneficial Owner in respect of the 2024 Bonds , or the sending of any amount due to any beneficial owner in respect to the 2024 Bonds or the sending of transaction statements ; (3 ) the is delivery or timeliness of delivery by DTC or any Participant of any notice to any Beneficial Owner which E is required or permitted under the Trust Agreement to be given to Owners ; (4) the selection of the Beneficial Owners to receive payments upon any partial redemption of the 2024 Bonds ; or ( 5 ) any consent given or other action taken by DTC or its nominee as the registered owner of the 2024 Bonds , including any action taken pursuant to an omnibus proxy . The information in this section concerning DTC and DTC ' s book- entry system has been obtained ;; 1 from sources the County believes to be reliable, but the County takes no responsibility for the accuracy thereof. C F I E r r±• r & 3