HomeMy WebLinkAboutOTHER-2024-033-Bond Purchase Agreement j
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ORANGE COUNTY, NORTH CAROLINA
$ 998009000 LIMITED OBLIGATION BONDS , SERIES 2024A
$2, 080 ,000 TAXABLE LIMITED OBLIGATION REFUNDING BONDS , SERIES 2024B
BOND PURCHASE AGREEMENT
June 6 , 2024
Orange County, North Carolina
Hillsborough, North Carolina
Ladies and Gentlemen :
The undersigned, Robert W . Baird & Co . Incorporated ("Baird") on its own behalf and as
representative of FHN Financial Capital Markets (together, the "Underwriters ") , offers to enter into the
following purchase agreement (this "Bond Purchase Agreement") with Orange County, North Carolina (the
" County") , which, upon the County ' s acceptance of this offer, will be binding upon the County and the
Underwriters . This offer is made subject to the County ' s acceptance of this Bond Purchase Agreement,
which acceptance shall be evidenced by the execution and delivery (manually or by facsimile transmission)
of this Bond Purchase Agreement by a duly authorized officer of the County on or before 5 $ 00 P . M . , Eastern
Time, on the date hereof. Upon such acceptance, execution and delivery, this Bond Purchase Agreement
shall be in full force and effect in accordance with its terms and shall be binding upon the County and the
Underwriters . Except as expressly otherwise defined herein, capitalized terms used herein shall have the
same meanings as set forth in the Preliminary Official Statement (as defined below) .
( 1 ) Purchase and Sale . (a) Upon the terms and conditions and based on the representations ,
warranties and covenants hereinafter set forth, the Underwriters hereby agree to purchase from the County,
and the County hereby agrees to sell to the Underwriters , all (but not less than all) of the $ 9 , 800 , 000
aggregate principal amount of the County ' s Limited Obligation Bonds , Series 2024A (the "2024A Bonds ")
and the $ 2 , 080 , 000 aggregate principal amount of the County ' s Taxable Limited Obligation Refunding
Bonds , Series 2024B (the "2024B Bonds " and, together with the 2024A Bonds , the "Bonds ") , dated the
date of payment for and the delivery of the Bonds (such payment and delivery being herein sometimes
called the "Closing") . The purchase price for the 2024A Bonds shall be $ 10 , 549 , 701 . 64 (representing the
principal amount of the 2024A Bonds , plus net original issue premium of $ 807 , 120 . 75 , and less
underwriters ' discount of $ 57 ,419 . 11 ) and the purchase price for the 2024B Bonds shall be $ 2 , 066 , 348 . 33
(representing the principal amount of the 2024B Bonds , less underwriters ' discount of $ 13 , 651 . 67)
(collectively, the "Purchase Price") . The Underwriters shall pay the Purchase Price for the Bonds on the
day of the Closing by wiring $ 12 , 616 , 049 . 97 , at the County ' s direction, to the Trustee ( as defined below) .
(b) The Bonds shall be issued and secured under and pursuant to a Trust Agreement
dated as of June 1 , 2021 (the "2021 Trust Agreement") , and a Second Supplemental Trust Agreement dated
as of June 1 , 2024 (the " Second Supplemental Trust Agreement" and, together with the 2021 Trust
Agreement, as previously supplemented, the "Trust Agreement") , each between the County and The Bank
of New York Mellon Trust Company, N . A . , as trustee (the "Trustee") . The County is authorized pursuant
to Section 20 of Chapter 160A of the General Statutes of North Carolina (the "Act") , to issue the Bonds for
the purpose of providing funds to the County to (1) acquire , construct, equip and otherwise improve a variety
of County facilities and assets and (ii) pay certain costs incurred in connection with the sale and issuance
of the Bonds . The County ' s issuance of the Bonds has been authorized by a resolution adopted by the
Board of Commissioners of the County on May 21 , 2024 (the "Approving Resolution") . As security for
performance of the County ' s obligations under the Trust Agreement, the County will execute and deliver
to a deed of trust trustee (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") , granting a first lien of record
on the Mortgaged Property, subject to Permitted Encumbrances .
(c) The Bonds shall be dated the date of the Closing, shall mature on the dates and in
the amounts , shall bear interest at the rates and shall have the terms stated in Exhibit A attached hereto .
(2) Sale of All the Bonds ; Offering . It shall be a condition to the County ' s obligation to sell
and deliver,the Bonds to the Underwriters , and to the obligation of the Underwriters to purchase and accept
delivery of the Bonds , that the entire principal amount of the Bonds is sold and delivered by the County,
and accepted and paid for by the Underwriters at the Closing . The Underwriters intend to make a bona fide
public offering of all the Bonds at a price or prices not in excess of the initial public offering price or prices
set forth in Exhibit A . The Bonds may be offered and sold to certain dealers (including dealers depositing
such Bonds into investment trusts or mutual funds) at prices lower than such public offering prices . The
Underwriters reserve the right to make such changes in such prices as the Underwriters shall deem necessary
in connection with the offering of the Bonds .
(3 ) Establishment of Issue Price .
(a) Baird, on behalf of the Underwriters , agrees to assist the County in establishing the
issue price of the 2024A Bonds and shall execute and deliver to the County at Closing an "issue price" or
similar certificate, together with the supporting pricing wires or equivalent communications , substantially
in the form attached hereto as Exhibit B , with such modifications as may be appropriate or necessary, in
the reasonable judgment of Baird, the County, and Sanford Holshouser LLP ("Bond Counsel") , to
accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public
of the 2024A Bonds .
(b) Except as otherwise set forth in Exhibit B attached hereto , the County will treat the
first price at which 10 % of each maturity of the 2024A Bonds (the " 10 % test") is sold to the public as the
issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number
within that maturity will be subject to the 10 % test) . At or promptly after the execution of this Bond
Purchase Agreement, Baird shall report to the County the price or prices at which the Underwriters have
sold to the public each maturity of the 2024A Bonds . If at that time the 10 % test has not been satisfied as
to any maturity of the 2024A Bonds , Baird agrees to promptly report to the County the prices at which it
sells the unsold 2024A Bonds of that maturity to the public . That reporting obligation shall continue,
whether or not the Closing Date (as hereinafter defined) has occurred, until the 10 % test has been satisfied
as to the 2024A Bonds of that maturity or until all 2024A Bonds of that maturity have been sold to the
public .
(c) Baird confirms that the Underwriters have offered the 2024A Bonds to the public
on or before the date of this Bond Purchase Agreement at the offering price or prices (the "initial offering
price") , or at the corresponding yield or yields , set forth in Exhibit B attached hereto , except as otherwise
set forth therein . Exhibit B also sets forth, as of the date of this Bond Purchase Agreement, the maturities
of the 2024A Bonds for which the 10 % test has not been satisfied and for which the County and Baird, on
behalf of the Underwriters , agree that the restrictions set forth in the next sentence shall apply, which will
allow the County to treat the initial offering price to the public of each such maturity as of the sale date as
the issue price of that maturity (the "hold-the -offering-price rule") . So long as the hold-the -offering-price
rule remains applicable to any maturity of the 2024A Bonds, the Underwriters will neither offer nor sell
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unsold 2024A Bonds of that maturity to any person at a price that is higher than the initial offering price to
the public during the period starting on the sale date and ending on the earlier of the following :
( 1 ) the close of the fifth (5th) business day after the sale dates or
(2) the date on which the Underwriters have sold at least 10 % of that maturity
of the 2024A Bonds to the public at a price that is no higher than the initial
offering price to the public .
The Underwriters shall promptly advise the County when the Underwriters have sold 10 % of that
maturity of the 2024A Bonds to the public at a price that is no higher than the initial offering price to the
public, if that occurs prior to the close of the fifth (5th) business day after the sale date .
(d) Baird confirms that any selling group agreement and any retail distribution
agreement (to which Baird is a party) relating to the initial sale of the 2024A Bonds to the public , together
with the related pricing wires , contains or will contain language obligating each underwriter, each dealer
who is a member of the selling group and each broker-dealer that is a party to such retail distribution
agreement, as applicable , to (A) report the prices at which it sells to the public the unsold 2024A Bonds of
each maturity allotted to it until it is notified by Baird that either the 10 % test has been satisfied as to the
2024A Bonds of that maturity or all 2024A Bonds of that maturity have been sold to the public and (B )
comply with the hold-the- offering-price rule, if applicable, in each case if and for so long as directed by
Baird. The County acknowledges that, in making the representation set forth in this subsection, Baird will
rely on (1) in the event a selling group has been created in connection with the initial sale of the 2024A
Bonds to the public , the agreement of each dealer who is a member of the selling group to comply with the
hold-the -offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing
wires , and (ii) in the event that a retail distribution agreement was employed in connection with the initial
sale of the 2024A Bonds to the public, the agreement of each broker- dealer that is a party to such agreement
to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement
and the related pricing wires . The County further acknowledges that the Underwriters shall not be liable
for the failure of any dealer who is a member of a selling group , or of any broker- dealer that is a party to a
retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-
price rule as applicable to the 2024A Bonds .
(e) The Underwriters acknowledge that sales of any 2024A Bonds to any person that
is a related party to either of the Underwriters shall not constitute sales to the public for purposes of this
section . Further, for purposes of this section :
i . "public" means any person other than an underwriter or a related party,
11 . "underwriter" means (A) any person that agrees pursuant to a written contract with
the County (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the 2024A Bonds to the public and (B) any person
that agrees pursuant to a written contract directly or indirectly with a person
described in clause (A) to participate in the initial sale of the 2024A Bonds to the
public (including a member of a selling group or a party to a retail distribution
agreement participating in the initial sale of the 2024A Bonds to the public) ,
1110 a purchaser of any of the 2024A Bonds is a "related party" to an underwriter if the
underwriter and the purchaser are subject, directly or indirectly, to (1) at least 50 %
common ownership of the voting power or the total value of their stock, if both
entities are corporations (including direct ownership by one corporation of
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another) , (ii) more than 50 % common ownership of their capital interests or profits
interests , if both entities are partnerships (including direct ownership by one
partnership of another) , or (iii) more than 50 % common ownership of the value of
the outstanding stock of the corporation or the capital interests or profit interests
of the partnership , as applicable , if one entity is a corporation and the other entity
is a partnership (including direct ownership of the applicable stock or interests by
one entity of the other) , and
iv. " sale date" means the date of execution of this Bond Purchase Agreement by all
parties .
(4) Official Statement . The County hereby ratifies and approves the Preliminary Official
Statement dated May 29 , 2024 (the "Preliminary Official Statement") , and consents to its distribution and
use by the Underwriters prior to the date hereof in connection with the public offering and sale of the Bonds .
The County confirms that the Preliminary Official Statement was " deemed final" by the County as of its
date for purposes of Rule 15c242 of the United States Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "Rule") . Upon acceptance of this offer, the County shall prepare a
final Official Statement and shall, within the earlier of seven (7) business days following the date hereof or
two business days prior to the Closing Date (as hereinafter defined) , deliver to the Underwriters printed
copies of such final Official Statement (such final Official Statement, together with any amendment or
supplement thereto , being the " Official Statement") in sufficient quantity as may reasonably be required by
the Underwriters in order to comply with the Rule and any applicable rules of the Municipal Securities
Rulemaking Board (the "MSRB ") . The County hereby authorizes and approves the Official Statement and
consents to the use and distribution of the Official Statement by the Underwriters in connection with the
public offering and sale of the Bonds . At the time of or prior to the Closing, the Underwriters will file, or
cause to be filed, the Official Statement with the MSRB . In addition, the County hereby approves and
authorizes the Underwriters to coordinate the printing of the Official Statement and consents to the
electronic distribution of the Official Statement.
(5 ) Representations of the County . The County hereby represents , warrants and covenants
that :
(a) The County is a political subdivision duly organized and validly existing under the
Constitution and laws of the State of North Carolina (the " State ") , and is authorized pursuant to the laws of
the State, including the Act, and the Approving Resolution to issue the Bonds .
(b) The County has full legal right, power and authority to (1) adopt the Approving
Resolution, (ii) execute, deliver and perform its obligations under this Bond Purchase Agreement, the Trust
Agreement, the Bonds , and the Modified Deed of Trust; (iii) issue and deliver the Bonds to the Underwriters
as provided in this Bond Purchase Agreement; (iv) approve and authorize the distribution of the Preliminary
Official Statement and the Official Statement; and (v) carry out and consummate all other transactions
contemplated by this Bond Purchase Agreement, the Approving Resolution, the Trust Agreement, the
Bonds , the Modified Deed of Trust and the Official Statement .
(c) The Approving Resolution has been duly adopted by the County, and the County
has duly authorized all necessary action to be taken by the County for : (i) the offering, issuance, sale , and
delivery of the Bonds upon the terms set forth herein and in the Official Statement, (ii) the execution and
delivery by the County of the Bonds , this Bond Purchase Agreement, the Trust Agreement, the Modified
Deed of Trust, and the performance of its obligations under the Bonds , this Bond Purchase Agreement, the
Trust Agreement, the Modified Deed of Trust and any and all such other agreements and documents as may
be required to be executed, delivered, and received by the County in order to carry out, give effect to , and
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consummate the transactions contemplated hereby and by the Official Statement (the Bonds , this Bond
Purchase Agreement, the Trust Agreement, the Modified Deed of Trust and such other agreements and
documents being collectively referred to herein as the " County Documents ") , and (iii) the authorization of
the use and distribution of the Official Statement .
(d) The Approving Resolution was duly adopted at a meeting of the Board of
Commissioners of the County called and held pursuant to law and with all public notice required by law
and at which a quorum was present and acting throughout, and is in full force and effect and has not been
amended or repealed .
(e) This Bond Purchase Agreement, the Trust Agreement, the Modified Deed of Trust
and any other instrument or agreement to which the County is a party in connection with the consummation
of the transactions contemplated by the foregoing documents , when executed and delivered by the parties
thereto , and assuming such documents are enforceable against the parties thereto other than the County,
will constitute legal, valid and binding obligations of the County (subject, as to the enforcement of remedies ,
to the valid exercise of judicial discretion, the sovereign police powers of the State and constitutional
powers of the United States of America and to any valid applicable bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting the rights of creditors generally and the exercise of judicial
discretion in accordance with general principles of equity) .
(f) When delivered to and paid for by the Underwriters at the Closing, in accordance
with the provisions of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed
and delivered by the County and will constitute legal, valid and binding special obligations of the County,
enforceable in accordance with their terms (subject, as to the enforcement of remedies , to the valid exercise
of judicial discretion, the sovereign police powers of the State and constitutional powers of the United States
of America and to any valid applicable bankruptcy, insolvency, moratorium, reorganization or other similar
laws affecting the rights of creditors generally and the exercise of judicial discretion in accordance with
general principles of equity) and will be entitled to the benefits of, and secured as provided in, the Trust
Agreement.
(g) The County has complied, and will at the Closing be in compliance, in all material
respects , with the Approving Resolution, the Trust Agreement and the Act and all other agreements relating
to the projects to be financed with the Bonds undertaken by the County or with respect to which the County
has assumed responsibility.
(h) There is no action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, public board or body, pending or, to the knowledge of the County, threatened against
or affecting the County (or, to the knowledge of the County, any meritorious basis therefor) (1) attempting
to limit, enjoin or otherwise restrict or prevent the County from functioning or contesting or questioning
the existence of the County or the titles of the present officers of the County to their offices or (ii) wherein
an unfavorable decision, ruling or finding would (A) materially adversely affect the existence or powers of
the County or adversely affect the validity or enforceability of the Bonds , the Approving Resolution, the
Trust Agreement, this Bond Purchase Agreement, the Modified Deed of Trust or any agreement or
instrument to which the County is a party and which is used or contemplated for use in the consummation
of the transactions contemplated hereby including, without limitation, the County Documents and the
Official Statement; or (B ) materially adversely affect ( 1 ) the transactions contemplated by the County
Documents or the Official Statement, or (2) the exemption of the interest on the 2024A Bonds from federal
or State income taxation.
(i) The County ' s adoption of the Approving Resolution, its execution and delivery of
the County Documents and the Bonds , and compliance with the provisions thereof and hereof, do not and
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will not conflict with or constitute, on the County ' s part, a violation of, breach of or default under any
material statute, existing law, administrative regulation, filing, decree or order, state or federal , or any
provision of the Constitution or laws of the State, or any rule or regulation of the County, or any material
indenture, mortgage, lease, deed of trust, note, resolution, or other agreement or instrument to which the
County, or its properties, are subject or by which the County, or its properties , are or may be bound or, to
the knowledge of the County, any order, rule or regulation of any regulatory body or court having
jurisdiction over the County or its activities or properties .
(j ) The County is not in default in the payment of the principal of or interest on any
of its indebtedness for borrowed money and is not in default in any material respect under any document
or instrument under and subject to which any indebtedness for borrowed money has been incurred which
default would affect materially and adversely the transactions contemplated by any of the County
Documents . No event has occurred or is continuing under the provisions of any such document or
instrument that, with the lapse of time or the giving of notice, or both, would constitute an event of default
thereunder, which event of default would affect adversely the transactions contemplated by any of the
County Documents .
(k) The County is not in material breach of or in default under the Approving
Resolution, any applicable law or administrative regulation of the State or the United States , or any
applicable judgment or decree, or any loan agreement, note, resolution or other agreement or instrument to
which the County is a party or is otherwise subject, which breach or default would in any way materially
adversely affect the authorization or issuance of the Bonds and the transactions contemplated hereby, and
no event has occurred and is continuing which, with the passage of time or the giving of notice or both,
would constitute such a breach or default.
(1) On and as of the Closing, all authorizations , consents , and approvals of, notices to ,
registrations or filings with, or actions in respect of any governmental body, agency, or other instrumentality
or court required to be obtained, given, or taken on behalf of the County in connection with the execution,
delivery and performance by the County of the County Documents , and any other agreement or instrument
to which the County is a party and which has been or will be executed in connection with the consummation
of the transactions contemplated by the foregoing documents , will have been obtained, given, or taken and
will be in full force and effect.
(m) Any certificate signed by an authorized officer of the County delivered to the
Underwriters shall be deemed a representation and warranty by the County to the Underwriters as to the
truth of the statements made therein.
(n) The County has and will cooperate with the Underwriters and their counsel in any
endeavor to qualify the Bonds for offering and sale under the securities or "Blue Sky" laws of such
jurisdictions of the United States as the Underwriters may request; provided, however, that the County will
not be required to execute a general or special consent to service of process or qualify to do business in
connection with any qualification or determination in any jurisdiction.
(o) The audited financial statements of the County for the period ended June 30 , 2023 ,
present fairly the County ' s financial condition as of such date and the results of its operations for the
respective periods set forth therein and have been prepared in accordance with generally accepted
accounting principles consistently applied. There has been no material change in the financial affairs of
the County since June 30 , 2023 , except as disclosed specifically in the Official Statement.
(p) If between the date of this Bond Purchase Agreement and the date 25 days after
the " end of the underwriting period" for the Bonds , as defined in the Rule, any event occurs which might
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or would cause the Official Statement to contain any untrue statement of a material fact or to omit to state
a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made , not misleading, the County shall promptly provide written
notice to the Underwriters thereof, and if, in the opinion of the County or the Underwriters , such event
requires the preparation and publication of a supplement or amendment to the Official Statement, the
County shall at its expense supplement or amend the Official Statement in a form and in a manner approved
by the Underwriters . For purposes of this Bond Purchase Agreement, the " end of the underwriting period"
shall be deemed to be the Closing Date (as hereinafter defined) , unless the Underwriters shall have notified
the County to the contrary on or before the Closing Date .
(q) If the Official Statement is supplemented or amended pursuant to subsection (p) of
this Section, at the time of each supplement or amendment thereto and (unless subsequently again
supplemented or amended pursuant to such subsection) at all times subsequent thereto up to and including
the Closing Date, the County shall take all steps necessary to ensure that the Official Statement as so
supplemented or amended will not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading .
r The information in the PreliminaryOfficial Statement (excluding therefrom the
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information under the captions "INTRODUCTION — Book-Entry Only and "UNDERWRITING" and in
Appendix E, as to which no representations or warranties are made) , including its attachments and
appendices , at the time of acceptance hereof is correct in all material respects , and such Preliminary Official
Statement does not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements made therein, in the light of the circumstances
under which they were made, not misleading; and the information in the Official Statement (excluding
therefrom the information under the captions "INTRODUCTION — Book-Entry Only" and
"UNDERWRITING" and in Appendix E, as to which no representations or warranties are made) as of its
date and as of the Closing Date , will be true and correct and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements
made therein, in the light of the circumstances under which they were made, not misleading .
(s) Between the date hereof and the Closing, the County shall not, without the prior
written consent of the Underwriters , offer or issue in any material amount any bonds , notes or other
obligations for borrowed money, or incur any material liabilities , direct or contingent, except in the course
of normal business operations of the County or except for such borrowings as may be described in or
contemplated by the Official Statement.
(t) Except as described in the Official Statement, during the last five years , the County
has not failed to materially comply with any previous undertaking relating to continuing disclosure of
information pursuant to Rule 15c2 - 12 .
The execution and delivery of this Bond Purchase Agreement by the County shall
constitute a representation by the County to the Underwriters that the representations , warranties and
covenants contained in this Section 5 are true as of the date hereof; provided that no officer of the County
shall be individually liable for the breach of any representation, warranty or covenant made by the County
in this Section 5 .
( 6) Closing . At 10 : 00 a. m . , Eastern Time, on June 26 , 2024 , or at such other time or date as
the County and the Underwriters shall mutually agree upon (the "Closing Date") , the County shall (a)
deliver or cause to be delivered, through the custody of The Depository Trust Company, New York, New
York ("DTC") , or at such place as the County and Underwriters shall mutually agree upon, for the account
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of the Underwriters , the Bonds duly executed by the County in fully registered form, bearing proper CUSIP
numbers , and registered in the name of Cede & Co . , as nominee of DTC, which will act as securities
depository for the Bonds ; and (b) deliver or cause to be delivered, to the Underwriters at Winston- Salem,
North Carolina, or at such other place as the County and Underwriters may mutually agree upon, the
documents described in Section 7 (d) hereof. Concurrently with the delivery of the Bonds and the documents
mentioned in Section 7 (d) hereof at the Closing, subject to the conditions contained herein, the Underwriters
will accept such delivery and will pay the purchase price of the Bonds in the amount set forth in Section 1
hereof by wire transfer in immediately available funds to the Trustee for the account of the County. The
Closing shall take place at the offices of the County. The Bonds shall be available for inspection by the
Underwriters at least two business days prior to Closing .
(7) Closing Conditions/Right to Cancel . The Underwriters enter into this Bond Purchase
Agreement in reliance upon the County ' s representations and agreements herein and the performance by
the County of its obligations hereunder, both as of the date hereof and as of the date of Closing . The
Underwriters ' obligations under this Bond Purchase Agreement are and shall be subject to the following
additional conditions :
(a) At the time of the Closing, the Approving Resolution, the Trust Agreement, and
the Modified Deed of Trust shall be in full force and effect and none of the Approving Resolution, the Trust
Agreement, the Modified Deed of Trust or the Official Statement shall have been amended, modified or
supplemented, except as may have been approved in writing by the Underwriters , and the County shall have
duly adopted, and there shall be in full force and effect, such other resolutions as , in the opinion of Bond
Counsel, shall be necessary in connection with the transactions contemplated hereby .
(b) The Bonds , as set forth in Section b , shall be delivered to the Trustee to be held by
the Trustee under DTC ' s FAST program.
(c) The Underwriters shall have the right to cancel their obligation to purchase the
Bonds at the time of Closing if any of the documents , certificates or opinions to be delivered to the
Underwriters hereunder is not delivered at the time of Closing or if, between the date hereof and the time
of Closing, one or more of the following occurs :
(1) Legislation (whether or not yet introduced in Congress of the United States
("Congress ")) shall be enacted or be actively considered for enactment by the Congress or
recommended to the Congress by the President of the United States or favorably reported for
passage to either House of Congress by any committee of such House, or a conference committee
of both Houses , to which such legislation had been referred for consideration, or a decision by a
federal court of the United States or the United States Tax Court shall be rendered, or an order,
ruling, regulation or official statement by or on behalf of the Treasury Department of the United
States or the Internal Revenue Service or other governmental agency shall be made or proposed, or
a release or official statement made by the President of the United States or by the Treasury
Department of the United States or the Internal Revenue Service, with respect to federal taxation
upon revenues or other income of the general character to be derived by the County or upon interest
received on obligations of the general character of the 2024A Bonds which in the Underwriters '
judgment, materially adversely affects the market for the Bonds ; or
(11) Legislation shall hereafter be enacted or actively considered for enactment
or introduction, with an effective date on or prior to the Closing, or a decision by a court of the
United States shall be rendered or a stop order, ruling, regulation or proposed regulation by or on
behalf of the Securities and Exchange Commission or other agency having jurisdiction shall be
made, to the effect that the issuance, sale and delivery of the Bonds , or any other obligations of any
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similar public body of the general character of the County is in violation of the Securities Act of
1933 , as amended, of the Securities Exchange Act of 1934 , as amended, or of the Trust Indenture
Act of 1939 , as amended or with the purpose or effect of otherwise prohibiting the issuance, sale
or delivery of the Bonds , as contemplated hereby, or of obligations of the general character of the
Bonds ; or
(iii) There shall have occurred any outbreak or escalation of hostilities or other
national or international calamity or crisis , the effect of such outbreak, calamity or crisis on the
financial markets of the United States being such as , in the Underwriters ' judgment, would
materially adversely affect the market for, or market price of, the Bonds ; or
(iv) There shall be in force a general suspension of trading on the New York
Stock Exchange or minimum or maximum prices for trading shall have been fixed and be in force ,
or maximum ranges for prices for securities shall have been required and be in force on the New
York Stock Exchange whether by virtue of a determination by that Exchange or by order of the
Securities and Exchange Commission or any other governmental authority having jurisdiction; or
(v) A general banking moratorium shall have been declared by federal, State
or New York authorities having jurisdiction, and be in force, or a major financial crisis or a material
disruption in commercial banking or securities settlement or clearances services shall have occurred
such as to make it, in the judgment of the Underwriters , impractical or inadvisable to proceed with
the offering of the Bonds as contemplated in the Official Statement; or
(v1) an event shall occur which makes untrue or incorrect in any material
respect, as of the time of such event, any statement or information contained in the Official
Statement or which is not reflected in the Official Statement but should be reflected therein in order
to make the statements contained therein not misleading in any material respect and requires an
amendment of or supplement to the Official Statement and the effect of which, in the judgment of
the Underwriters , would materially adversely affect the market for the Bonds or the sale , at the
contemplated offering prices (or yields) , by the Underwriters of the Bonds ; or
(vii) any of Fitch Ratings Inc . ("Fitch") , Moody ' s Investors Service , Inc .
("Moody ' s) or S &P Global Ratings , a business unit of Standard & Poor ' s Financial Services LLC
(" S &P ") shall have taken any action to lower, suspend or withdraw their respective ratings on the
Bonds and such action, in the opinion of the Underwriters , would adversely affect the market price
or marketability of the Bonds .
(d) At the Closing, the Underwriters shall receive the following documents :
(i) Duly executed or certified copies of each of the Trust Agreement and Deed
of Trust;
(ii) The approving opinion of Bond Counsel in the form set forth in Appendix
D of the Official Statement together with a supplemental opinion in form and substance satisfactory
to the Underwriters , and a reliance letter addressed to the Underwriters , each of which shall be
dated the Closing Date ,
(iii) The opinion of John L . Roberts , Esq . , County Attorney, dated the Closing
Date and addressed to the Underwriters and Bond Counsel in form and substance satisfactory to
the Underwriters ,
- 9 -
(iv) An opinion of McGuireWoods LLP , as counsel to the Underwriters , dated
the Closing Date and addressed to the Underwriters in form and substance satisfactory to the
Underwriters ;
(v) A certificate, dated the Closing Date, of the duly authorized
representative (s) or officer(s) of the County and in form and substance satisfactory to the
Underwriters , to the effect that (A) the representations and agreements of the County herein are
true and correct in all material respects as of the date of Closing ; (B) there are not pending or, to
such officials ' knowledge, threatened legal proceedings that will materially adversely affect the
transactions contemplated hereby or by the Trust Agreement, or the validity or enforceability of
the Bonds, or the security therefor; (C) the financial information relating to the County provided to
the Underwriters presents fairly the financial position of the County as of the date indicated therein
and the results of its operations for the period specified therein and the financial statements from
which such information was derived have been prepared in accordance with applicable law with
respect to the period involved; (D) since June 30 , 2023 , there has not been any material adverse
change in the financial condition of the County taken as a whole or no increase in the County ' s
indebtedness for borrowed money, other than as disclosed in the Official Statement or otherwise
disclosed in writing to the Underwriters ; (E) the information contained in the Official Statement as
of the Closing Date is true and correct in all material respects and did not and does not contain any
untrue or misleading statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading; and (F) the County has complied with all agreements and satisfied all the conditions
on its part required to be performed or satisfied at or prior to the Closing, other than those specified
hereunder that have been waived by the Underwriters ;
(vi) A photocopy of the Official Statement,
(vii) One counterpart original of a transcript of all proceedings taken by the
County relating to the authorization and issuance of the Bonds ;
(viii) Specimen Bonds ;
(ix) A certificate , dated the date of the Closing, of a duly authorized
representative (s) or officer(s) of the County, with a copy of the Approving Resolution attached, to
the effect that the Approving Resolution has been duly adopted and remains in full force and effect;
(x) A certificate , dated on or before the closing date, evidencing the property
insurance required by the Trust Agreement;
(xi) A pro forma title insurance policy or other evidence of title insurance
satisfactory to the Underwriters issued by Investors Title Insurance Company, relating to the Deed
of Trust and naming the Trustee as a beneficiary;
(xii) Federal tax form 8038 - G prepared with respect to the 2024A Bonds and
ready for filing;
(xiii) A tax certificate of the County in form and content reasonably satisfactory
to the Underwriters ;
(xiv) Evidence that Moody ' s , S &P and Fitch have issued ratings for the Bonds
of not less than "Aal , " "AA+" and "AA+", respectively; and
- 10 -
k
(xv) Such additional legal opinions , certificates , proceedings , instruments and
other documents , as the Underwriters or legal counsel to the Underwriters may reasonably request
to evidence compliance b the County with legal requirements relating to the issuance of the Bonds , 4
p Y tY g q g
the truth and accuracy, as of the date of Closing, of all representations contained herein and the due
performance or satisfaction by the County at or prior to the date of Closing of all agreements then j
to be performed and all conditions then to be satisfied as contemplated under this Bond Purchase
Agreement and the Trust Agreement .
If the County shall be unable to satisfy the conditions to the obligations of the Underwriters
contained in this Bond Purchase Agreement or if the obligations of the Underwriters shall be terminated
for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate
and neither the County nor the Underwriters shall have any further obligations hereunder, except that
Sections 9 and 10 and the representations and warranties of the County contained therein (as of the date
made) will continue in full force and effect .
( 8 ) Survival . All representations , warranties and agreements of the County set forth in or made
pursuant to this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of
any investigations made by or on behalf of the Underwriters and shall survive the delivery of and payment
for the Bonds .
The Count shall a out of the proceeds of the Bonds or from its
(9) Payment of Expenses . h y pay,
own funds , any expenses incident to the performance of the obligations of the County or the Underwriters
hereunder, including but not limited to : (1) the cost of the preparation, reproduction, printing, distribution,
and mailing, of the Official Statement; (ii) the fees and disbursements of Bond Counsel and counsel for the
County; (iii) the fees and disbursements of any experts retained by the County or the Underwriters ; (iv) fees
charged by the rating agencies for the rating of the Bonds ; and (v) the cost of qualifying the Bonds under
the laws of such jurisdictions as the Underwriters may designate , including filing fees and fees and
disbursements of counsel for the Underwriters in connection with such qualification and the preparation of
Blue Sky Memoranda.
If the Bonds are not delivered to the Underwriters pursuant to this Bond Purchase
Agreement, the County shall pay all expenses incident to the performance of the County ' s and the
Underwriters ' obligations hereunder as provided in this Section .
The Underwriters shall pay (1) any fees of the MSRB in connection with the issuance of
the Bonds , (ii) the cost of obtaining CUSIP number(s) assigned for the Bonds , and (iii) the fees and
disbursements of counsel for the Underwriters .
( 10) Indemnification. To the extent permitted by law, the County agrees to indemnify and hold
harmless the Underwriters , the directors , officers , employees and agents of each Underwriter and each
person who controls any Underwriter within the meaning of either the Securities Act of 1933 , as amended
(the " Securities Act") or the Securities Exchange Act of 1934 , as amended (the "Exchange Act") against
any and all losses , claims, damages or liabilities , joint or several , to which they or any of them may become
subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise , insofar as such losses , claims , damages or liabilities arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact (except statements pertaining to
the Underwriters) contained in the Preliminary Official Statement, the Official Statement (or in any
supplement or amendment thereto) , or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading (except omissions or alleged
- 11 -
omissions pertaining to the Underwriters) . This indemnity agreement will be in addition to any liability
which the County may otherwise have .
Each Underwriter severally and not jointly agrees to indemnify and hold harmless the
County, and its officials , directors , officers , and employees , and each person who controls the County
within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing
indemnity from the County to each Underwriter, but only with reference to written information furnished
by the Underwriters to the County or information provided by the Underwriters specifically for inclusion
in the Preliminary Official Statement or the Official Statement (or in any amendment or supplement
thereto) .
Promptly after receipt by an indemnified party of notice of the commencement of any
action, such indemnified party will , if a claim in respect thereof is to be made against the indemnifying
party, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify
the indemnifying party (i) will not relieve it from liability unless and to the extent it did not otherwise learn
of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and
defenses ; and (ii) will not, in any event, relieve the indemnifying party fiom any obligations to any
indemnified party other than the indemnification obligation . The indemnifying party shall be entitled to
appoint counsel of the indemnifying party ' s choice at the indemnifying party ' s expense to represent the
indemnified party in any action for which indemnification is sought provided, however, that such counsel
shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party ' s election to appoint
counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel) , and the indemnifying party shall bear the reasonable fees , costs
and expenses of such separate counsel if (1) the use of counsel chosen by the indemnifying party to represent
the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time after notice of the institution
of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party . An indemnifying party will not, without the prior written
consent of the indemnified parties , settle or compromise or consent to the entry of any judgment with respect
to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties
to such claim or action) unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action, suit or proceeding .
In the event that the indemnity provided herein is unavailable or insufficient to hold
harmless an indemnified party for any reason the County and the Underwriters agree to contribute to the
aggregate losses , claims , damages and liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending the same) to which the County and one or more of the
Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by
the County on the one hand and by the Underwriters on the other from the offering . If the allocation
provided by the immediately preceding sentence is unavailable for any reason, the County and the
Underwriters shall contribute in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the County on the one hand and of the Underwriters on the other in connection
with the statements or omissions which resulted in such losses , as well as any other relevant equitable
considerations . In no case shall any Underwriter ( except as may be provided in any agreement among the
Underwriters relating to the offering) be responsible for any amount in excess of the purchase discount or
fee applicable to the Bonds purchased by such Underwriter hereunder. Benefits received by the County
42 -
t
1'
shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received
by it, and benefits received by the Underwriters shall be deemed to be equal to the total purchase discounts
and commissions in each case set forth on the cover of the Official Statement . Relative fault shall be
determined by reference to , among other things , whether any untrue or any alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information provided by
the County on the one hand or the Underwriters on the other, the intent of the parties and their relative
knowledge, information and opportunity to correct or prevent such untrue statement or omission . The
County and the Underwriters agree that it would not be just and equitable if contribution were determined
by pro rata allocation or any other method of allocation which does not take account of the equitable
considerations referred to above . Notwithstanding the provisions of this paragraph no person guilty of
fraudulent misrepresentation (within the meaning of Section 11 (f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation . Each person who
controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each
director, officer, employee and agent of an Underwriter shall have the same rights to contribution as the
Underwriter, and each person who controls the County within the meaning of either the Securities Act or
the Exchange Act and each official, director, officer and employee of the County shall have the same rights
to contribution as the County, subject in each case to the applicable terms and conditions of this paragraph ,
( 11 ) Notices . Any notice or other communication to be given to the County under this Bond
Purchase Agreement must be given in writing (not to include facsimile transmission or electronic mail) to
the applicable address shown below, and any notice under this Bond Purchase Agreement to the
Underwriters may be given by delivering the same in writing to Baird as follows :
Orange County, North Carolina
300 West Tryon Street
Hillsborough, North Carolina 27278
(Attention : County Manager)
Robert W . Baird & Co . Incorporated
380 Knollwood Street, Suite 440
Winston- Salem, North Carolina 27103
(Attention : Ryan Maher, Managing Director)
( 12) Governing Law . This Bond Purchase Agreement shall be governed by and construed in
accordance with the laws of the State .
( 13 ) Effectiveness . This Bond Purchase Agreement shall become effective upon the acceptance
hereof by the County .
( 14) Arm ' s -Length Transaction. The County acknowledges and agrees that the purchase and
sale of the Bonds pursuant to this Bond Purchase Agreement is an arm ' s -length commercial transaction
between the County and the Underwriters , acting solely as principals and not as municipal advisors ,
financial advisors or agents of the County . The Underwriters have not assumed a financial advisory
responsibility in favor of the County with respect to the offering of the Bonds or the process leading thereto
(whether or not the Underwriters , or any affiliate of the Underwriters , has advised or is currently advising
the County on other matters) or any other obligation to the County except the obligations expressly set forth
in this Bond Purchase Agreement, it being the County ' s understanding that a financial advisory relationship
shall not be deemed to exist when, in the course of acting as an underwriter, a broker, dealer or municipal
securities dealer, a person renders advice to an issuer, including advice with respect to the structure, timing,
terms and other similar matters concerning a new issue of municipal securities . The Underwriters have
provided to the County prior disclosures regarding their role as underwriters , their compensation, any
43 -
potential or actual material conflicts of interest, and material financial characteristics and material financial
risks associated with the transaction to the extent required by MSRB rules . The Underwriters hereby notify
the County that the Underwriters are not acting as Municipal Advisors (as defined in Section 15B of the
Securities Exchange Act of 1934, as amended) , the Underwriters are not agents of the County, and the
Underwriters do not have a fiduciary duty to the County in connection with the matters contemplated by
this Bond Purchase Agreement . The County has consulted its own legal, financial, and other advisors to the
extent it has deemed appropriate .
( 15) Miscellaneous . (a) If any provision of this Bond Purchase Agreement shall be held or
deemed to be or shall, in fact, be inoperative, invalid or unenforceable as applied in any particular case in
any jurisdiction or jurisdictions because it conflicts with any provisions of any constitution, statute, rule or
public policy, or any other reason, such circumstances shall not have the effect of rendering the provision
in question inoperable or unenforceable in any other case or circumstance, or of rendering any other
provision or provisions of this Bond Purchase Agreement invalid, inoperative or unenforceable to any
extent whatever .
(b) This Bond Purchase Agreement may be signed in any number of counterparts , each
of which shall which shall be an original, but all of which shall constitute but one and the same instrument.
(c) This Bond Purchase Agreement is made solely for the benefit of and is binding on
the County and the Underwriters (including successors or assigns of the Underwriters) and no other person
shall acquire or have any right hereunder or by virtue hereof. It is the entire agreement of the parties ,
superseding all prior agreements , and may not be modified except in writing signed by both of the parties
hereto .
(d) Under this Bond Purchase Agreement, the Underwriters are acting as principals
and not as agents or fiduciaries , and the Underwriters ' engagement is as independent contractors and not in
any other capacity. The County agrees that it is solely responsible for making its own judgments in
connection with the offering of the Bonds regardless of whether the Underwriters have or are currently
advising the County on related or other matters .
[Remainder of Page Intentionally Left Blank]
- 14-
Very truly yours,
ROBERT W. BAIRD & CO. INCORPORATED , on .
its own behalf and on behalf of FHN Financial Capital
Markets
yan
Managin irector
Approved, accepted and agreed to .
ORANGE COUNTY, NORTH CAROLINA
By :
Bonnie B . Hammersley
County Manager
r
[Signature Page for Bond Purchase Agreement — Orange County 2024 LOBs]
Very truly yours ,
ROBERT W. BAIRD & CO . INCORPORATED , on
its own behalf and on behalf of FHN Financial Capital
Markets
By :
Ryan Maher
Managing Director
Approved, accepted and agreed to .
ORANGE COUNTY, NORTH CAROLINA
By :
B A3 . Hammersley
County Manager
[ Signature Page for Bond Purchase Agreement — Orange County 2024 LOBS]
EXHIBIT A
Terms of the Bonds
Principal Amounts , Interest Rates and Prices — 2024A Bonds
r
Maturity Date
(October 1 � Principal Amount Interest Rate Yield Price
2025 $ 650 , 000 5 . 000 % 3 . 330 % 1020045 %
2026 230 ) 000 4 . 000 3 . 240 1010642
2026 42500 5 . 000 3 . 240 1039807
2027 675 , 000 5 . 000 3 . 150 1056690
2028 6905000 5 . 000 3 . 140 1070364
2029 7055000 5 . 000 3 . 120 1090056
2030 7255000 5 . 000 3 . 120 1100617
2031 745 , 000 5 . 000 3 . 130 112 . 061
2032 630 , 000 5 . 000 3 . 130 1136519
2033 36000 5 . 000 3 . 130 1146932
2034 360 , 000 5 . 000 3 . 140 1160207
2035 36000 5 . 000 3 . 160 * 1166017
2036 360 , 000 5 . 000 3 . 200 1154637
2037 355 , 000 5 . 000 3 . 300 * 1140694
2038 365 , 000 5 . 000 3 . 320* 1144506
2039 360 , 000 5 . 000 3 . 400 * 113 . 760
$ 725 , 000 4 . 000 % Term Bonds due October 1 , 2041 , Yield : 4 . 000 % , Price : 100 . 000 %
$ 1 , 0805000 4 . 000 % Term Bonds due October 1 , 2044 , Yield $ 4 . 080 % , Price : 98 . 899 %
* Yield to October 1 , 2034 call date at par.
A4
Principal Amounts , Interest Rates and Prices — 2024B Bonds
Maturity Date
(October 1 ) Principal Amount Interest Rate Yield Price
2025 $ 135 , 000 5 . 100 % 5 . 100 % 1006000 %
2026 14000 5 . 000 5 . 000 100 . 000
2027 1405000 4 . 850 4 . 850 1000000
2028 1405000 4 . 700 4 . 700 100 . 000
2029 1355000 4 . 750 4 . 750 100 . 000
2030 140 , 000 4 . 800 4 . 800 1000000
2031 13500 4 . 850 4 . 850 1000000
2032 1409000 4 . 900 4 . 900 1006000
2033 1351000 4 . 950 4 . 950 100 . 000
$280 , 000 5 . 050 % Term Bonds due October 1 , 2035 , Yield : 5 . 050 % , Price : 100 . 000 %
$280, 000 5 . 150 % Term Bonds due October 1 , 2037 , Yield: 5 . 150 % , Price : 100 . 000 %
$ 280 , 000 5 . 250 % Term Bonds due October 1 , 2039 , Yield : 5 . 250 % , Price : 100 . 000 %
Redemption Provisions
The 2024 Bonds maturing on or after October 1 , 2035 are subject to redemption at the County ' s
option, in whole or in part on any date on or after October 1 , 2034, upon payment of the principal amount
to be redeemed plus interest accrued to the redemption date, without premium .
A-2
II,
EXHIBIT B
$% 800 , 000
Orange County, North Carolina
Limited Obligation Bonds , Series 2024A
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Robert W . Baird & Co . Incorporated ("Baird") , on behalf of itself
and FHN Financial Capital Markets (together, the "Underwriting Group ") , hereby certifies as set forth
below with respect to the sale and issuance of the above -captioned obligations (the "Bonds") .
1 . Sale of the General Rule Maturities . As of the date of this certificate, for each Maturity
of the General Rule Maturities , the first price at which at least 10 % of such Maturity of the Bonds was sold
to the Public is the respective price listed in Schedule A .
2 . Initial Offering Price of the Hold4he- Offering Price Maturities .
(a) The Underwriting Group offered the Hold-the- Offering-Price Maturities to the Public for
purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices ") on or
before the Sale Date . A copy of the pricing wire or equivalent communication for the Bonds is attached to
this certificate as Schedule B .
(b) As set forth in the Bond Purchase Agreement, the members of the Underwriting Group
have agreed in writing that, (1) for each Maturity of the Hold-the- Offering-Price Maturities , they would
neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial
Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the -offering-price
rule") , and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of
the selling group , and any retail distribution agreement shall contain the agreement of each broker- dealer
who is a party to the retail distribution agreement, to comply with the hold-the- offering-price rule . Baird
has not offered or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering
Price for that Maturity of the Bonds during the Holding Period. Each of the other members of the
Underwriting Group and each selling group member has represented that it would not offer or sell any
Maturity of the Hold the - Offering-Price Maturities at a price that is higher than the respective Initial
Offering Price for that Maturity of the Bonds during the Holding Period .
I Defined Terms .
(a) General Ride Maturities means those Maturities of the Bonds listed in Schedule A hereto
as the " General Rule Maturities . "
(b) Hold- the- Offering-Price Maturities means those Maturities of the Bonds listed in Schedule
A hereto as the "Hold-the -Offering-Price Maturities . "
(c) Holding Period means , with respect to a Hold-the- Offering-Price Maturity, the period
starting on the Sale Date and ending on the earlier of (1) the close of the fifth business day after the Sale
Date (June 6 , 2024) , or (ii) the date on which the Underwriters have sold at least 10 % of such Hold-the-
Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such
Hold-the- Offering-Price Maturity .
(d) Issuer means Orange County, North Carolina .
B - 1
(e) Maturity means Bonds with the same credit and payment terms . Bonds with different
maturity dates , or Bonds with the same maturity date but different stated interest rates , are treated as
separate maturities .
(f) Public means any person (including an individual, trust, estate, partnership , association,
company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related
party" for purposes of this certificate generally means any two or more persons who have greater than 50
percent common ownership , directly or indirectly .
(g) Sale Date means the first day on which there is a binding contract in writing for the sale of
a Maturity of the Bonds . The Sale Date of the Bonds is June 6 , 2024 .
(h) Underwriter means (1) any person that agrees pursuant to a written contract with the Issuer
(or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds
to the Public , and (ii) any person that agrees pursuant to a written contract directly or indirectly with a
person described in clause (1) of this paragraph to participate in the initial sale of the Bonds to the Public
(including a member of a selling group or a party to a retail distribution agreement participating in the initial
sale of the Bonds to the Public) .
The representations set forth in this certificate are limited to factual matters only . Nothing in this
certificate represents Baird ' s interpretation of any laws , including specifically Sections 103 and 148 of the
Internal Revenue Code of 1986 , as amended, and the Treasury Regulations thereunder. The undersigned
understands that the foregoing information will be relied upon by the Issuer with respect to certain of the
representations set forth in the Tax Certificate and with respect to compliance with the federal income tax
rules affecting the Bonds , and by Bond Counsel in connection with rendering its opinion that the interest
on the Bonds is excluded from gross income for federal income tax purposes , the preparation of Internal
Revenue Service Form 8038 -G, and other federal income tax advice it may give to the Issuer from time to
time relating to the Bonds . The representations set forth herein are not necessarily based on personal
knowledge and, in certain cases, the undersigned is relying on representations made by other members of
the Underwriting Group .
B -2
ROBERT W. BAIRD & CO . INCORPORATED , on
its own behalf and on behalf of FHN Financial Capital
Markets f
L
By :
Ryan Maher, Managing Director
r
Dated : June 6 , 2024
I,
i
B -3
Schedule A
Sale Prices of the General Rule Maturities and
Initial Offering Prices of the Hold-the- Offering Price Maturities
Sale Prices of the General Rule Maturities
Maturity Date
(October 1 ) Principal Amount Interest Rate Price
2025 $ 6505000 5 . 000 % 1020045 %
2026 2301000 4 . 000 1016642
2026 425 , 000 5 . 000 103 . 807
2027 675 , 000 5 . 000 105 . 690
2028 690 , 000 5 . 000 1074364
2029 705 , 000 5 . 000 109 . 056
2030 725 , 000 5 . 000 1102617
2032 6305000 5 . 000 1130519
2033 3603000 5 . 000 114 . 932
2034 360 , 000 5 . 000 1164207
2035 3605000 5 . 000 1166017
2036 3605000 5 . 000 115 . 63 7
2037 3555000 5 . 000 1146694
2038 365 , 000 5 . 000 1146506
2039 360 , 000 5 . 000 1139760
$ 7255000 4 . 000 % Term Bonds due October 1 , 2041 , Yield : 4 . 000 % , Price : 100 . 000
$ 15080 , 000 4 . 000 % Term Bonds due October 1 , 2044 , Yield : 4 . 080 %, Price : 98 . 899
Initial Offering Prices of the Hold-the-Offering Price Maturities
Maturity Date
October 1 Principal Amount Interest Rate Price
2031 $ 745 , 000 5 . 000 % 112 . 061 %
B -4
i
i
r
Schedule B
Pricing Wire or Equivalent Communication
(Attached)
is
is
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1%
i%
I
r
i,
r
I
i
is
r
B - 5
6/6/24 , 4 : 01 PM Ipreo
Wires
Branch Copy - Forwarded by Baird - Wl
Wire Details Actions : View Deal Inbox v Go
Print Close
Rec ' d Date/Time (EST) Sender ST Wire Type/Title Master Message # Deal Type
06/06/24 03 : 53 PM Baird WI Final Pricing Wire Neg
RE * $ 11 , 880 , 000
ORANGE COUNTY , NORTH CAROLINA
LIMITED OBLIGATION BONDS , SERIES 2024A
AND TAXABLE LIMITED OBLIGATION BONDS , SERIES 2024B
POS URL : https .& / / finpressllc . com / media / 3rnDOMndg2
$ % 800 , 000
LIMITED OBLIGATION BONDS , SERIES 2024A
MOODY ' S : Aa1 S &P@ AA+
FITCH . AA+ KROLL ,
DATED : 06 / 26 / 2024 FIRST COUPON : 10 / 01 / 2024 INTEREST ACCRUES : @6 / 26 / 2024
DUE : 10 / 01
INITIAL TRADE DATE :
ADD ' L
TAKEDOWN
MATURITY AMOUNT COUPON PRICE ( Pts ) CUSIP
10 / 01 / 2025 650M 5 . 00% 3 . 33 0 . 30 684566DK5
( Approx . $ Price 102 , 045 )
10 / 01 / 2026 230M 4 . 00% 3 . 24 0 . 30 684566DL3
( Approx . $ Price 101 . 642 )
10 / 01 / 2026 425M 5 . 00% 3 . 24 0 . 30 684566DM1
( Approx . $ Price 103 . 807 )
10 / 01 / 2027 675M 5 . 00% 3 . 15 0 . 30 684566DN9
( Approx . $ Price 105 . 690 )
10 / 01 / 2028 690M 5 . 00% 3 . 14 0 . 30 684566DP4
( Approx . $ Price 107 . 364 )
10 / 01 / 2029 705M 5 . 00% 3 . 12 0 . 30 684566DQ2
( Approx . $ Price 109 . 056 )
10 / 01 / 2030 725M 5 . 00% 3 . 12 0 . 30 684566DRO
( Approx . $ Price 110 . 617 )
10 / 01 / 2031 745M 5 . 00% 3 . 13 0 . 30 684566DS8
( Approx . $ Price 112 . 061 )
10 / 01 / 2032 630M 5 . 00% 3 . 13 0 . 30 684566DT6
( Approx . $ Price 113 , 519 )
10 / 01 / 2033 360M 5 . 00% 3 . 13 0 . 30 684566DU3
( Approx . $ Price 114 . 932 )
10 / 01 / 2034 360M 5 . 00% 3 . 14 0 . 30 684566DV1
( Approx . $ Price 116 , 207 )
10 / 01 / 2035 360M 5 . 00% 3 . 16 0 . 30 684566DW9
( Approx . $ Price PTC 10 / 01 / 2034 116 . 017 Approx . YTM 3 . 287 )
10 / 01 / 2036 360M 5 . 00% 3 . 20 0 . 30 684566DX7
( Approx . $ Price PTC 10 / 01 / 2034 115 . 637 Approx . YTM 3 . 427 )
10 / 01 / 2037 355M 5 . 00% 3 . 30 0 . 30 684566DY5
( Approx . $ Price PTC 10 / 01 / 2034 114 . 694 Approx . YTM 3 . 597 )
10 / 01 / 2038 365M 5 . 00% 3 . 32 0 . 30 684566DZ2
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6/6124 , 4 : 01 PM Ipreo
( Approx . $ Price PTC 10 / 01 / 2034 114 . 506 Approx . YTM 3 . 683 )
10 / 01 / 2039 360M 5 . 00% 3 . 40 0 . 30 684566EA6
( Approx . $ Price PTC 10 / 01 / 2034 113 , 760 Approx . YTM 3 . 803 )
10 / 01 / 2041 725M 4 . 00% 100 . 00 0 . 30 684566EB4
10 / 01 / 2044 1 , 080M 4 . 00% 4 . 08 0 . 30 684566EC2
( Approx . $ Price 98 . 899 )
CALL FEATURES : Optional call in 10 / 01 / 2034 @ 100 . 00
i;
Sinking Fund Schedule
2041 Term Bond
10 / 01 / 2040 365M
10 / 01 / 2041 360M
Sinking Fund Schedule
2044 Term Bond
10 / 01 / 2042 360M
10 / 01 / 2043 360M
10 / 01 / 2044 360M
$ 2 , 080 , 000
TAXABLE LIMITED OBLIGATION BONDS , SERIES 2024E
* * * * * * * ATTENTION
THE BONDS ARE TAXABLE MUNICIPAL SECURITIES AND THIS OFFERING IS
SUBJECT TO REGULATION BY THE MUNICIPAL SECURITIES RULEMAKING BOARD , ALL
ACTIVITY UNDERTAKEN WITH RESPECT TO THIS OFFERING MUST BE SUPERVISED BY A
MUNICIPAL SECURITIES PRINCIPAL .
MOODY ' S : Aal SO O AA+
FITCH : AA+ KROLL .
DATEDo06 / 26 / 2024 FIRST COUPON , 10 / 01 / 2024 INTEREST ACCRUES606 / 26 / 2024
DUE : 10 / 01
INITIAL TRADE DATE .
ALL BONDS ARE PRICED AT PAR ,
ADD ' L
TAKEDOWN
MATURITY AMOUNT COUPON ( Pts ) CUSIP
10 / 01 / 2025 135M solo% 0 . 30 684566ED0
10 / 01 / 2026 140M 5 . 00% 0 . 30 684566EE8
10 / 01 / 2027 140M 4 . 85 % 0 . 30 684566EF5
10 / 01 / 2028 140M 4 . 7O% 0 . 30 684566EG3
10 / 01 / 2029 135M 4 . 75 % 0 . 30 684566EH1
10 / 01 / 2030 140M 4 . 80% 0 . 30 684566E77
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6/6/241 4 : 01 PM Ipreo
10 / 01 / 2031 135M 4 . 85 % 0 . 30 684566EK4
10 / 01 / 2032 140M 4 . 9O% 0 . 30 684566EL2
10 / 01 / 2033 135M 4 . 95 % 0 . 30 684566EMO
10 / 01 / 2035 280M 5 . 05 % 0 . 30 684566EN8
10 / 01 / 2037 280M 5 . 15 % 0 . 30 684566EP3
10 / 01 / 2039 280M 5 . 25 % 0 . 30 684566EQ1
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
CALL FEATURES : Optional call in 10 / 01 / 2034 @ 100 . 00
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Sinking Fund Schedule
2035 Term Bond
10 / 01 / 2034 140M
10 / 01 / 2035 140M
Sinking Fund Schedule
2037 Term Bond
10 / 01 / 2036 140M
10 / 01 / 2037 140M
Sinking Fund Schedule
2039 Term Bond
10 / 01 / 2038 140M
10 / 01 / 2039 140M
PRIORITY OF ORDERS AS FOLLOWS .
1 . Group Net ( Except if an investor is affiliated with a syndicate member and that manager
cannot be compensated for that order then the economics will be reallocated to the
unaffiliated syndicate members on a pro rata basis . Please contact the Senior Manager if
submitting an order on behalf of an affiliated account . )
2 . Member
PRIORITY POLICY :
The Senior Manager requests the identification of all priority orders at the time the
orders are entered .
Delivery is firm for Wednesday , June 26 , 2024 .
This issue is book entry only . This issue is clearing through DTC .
$ 91800 , 000
LIMITED OBLIGATION BONDS , SERIES 2024A
https : //newissue . muni . spglobaI . com/Wires/asp/wire_detail . asp? hldProdCode= LT&hidWireld = 1454023464&hidMode=A&hidSentDt=6/6/2024 3/4
6/6/243 4 : 01 PM Ipreo
Delivery : 06 / 26 / 2024 ( Firm )
Initial trade :
Date of Execution :
Time of Execution :
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
$ 29, 0809) 000
TAXABLE LIMITED OBLIGATION BONDS , SERIES 2O24B
Delivery : 06 / 26 / 2024 ( Firm )
Initial trade :
Date of Execution :
Time of Execution :
Baird
FHN Financial Capital Markets
By : Baird Milwaukee , WI
Close
r
i
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