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HomeMy WebLinkAboutRES-2025-022-Adoption of the Final Financing Resolution Authorizing the Issuance of Installment Purchase Financing for Various Capital Investment Plan Projects Mw2025 -022 Attachment 1 iding final approval for Resolution prov Spring 2025 installment financing Introduction - - The Board of Commissioners (the " Board ") of Orange County, North Carolina (the " County" ) has previously determined to carry out various public improvements and acquisitions, as identified in the County' s capital improvement plan and as described in Exhibit A . The Board has determined to finance these undertakings by using an installment financing, as authorized under Section 160A - 20 of the North Carolina General Statutes . In an installment financing, the County secures the financing by its promise to pay and a mortgage - like interest in some or all of the property to be acquired or improved, but not by a pledge of specific revenues or the County' s taxing power . The County' s financing plan also includes the use of limited obligation bonds (the " Bonds ") , which represent interests in County payments that can be sold to investors . County staff has made available to the Board the draft documents listed on Exhibit B (the " Documents " ) , and a draft of an official statement designed to provide information about the County and the financing to prospective investors in the Bonds . These items all relate to the County ' s carrying out the financing plan . This resolution provides the Board' s final approval of the financing terms and the substantially final financing documents, and authorizes County staff to complete the financing process . The Board of Commissioners of Orange County, North Carolina, RESOLVES, as follows : 1 . Determination To Proceed with Financing - - The Board confirms its decision to carry out the proposed installment financing as described above, to provide financing for new public improvements and acquisitions . Under the financing plan, the County will receive funds from the sale of the Bonds to carry out the projects . The County will repay the funds over time, with interest. The County will secure its repayment obligation by granting a mortgage - like interest in some or all of the facilities listed on Exhibit C . 2. Approval of Documents; Direction To Execute Documents - - The Board approves the forms of the Documents submitted to this meeting. The Board authorizes the Board Chair and the County Manager, or either of them, to execute and deliver the Documents when in final form . The Documents in their respective final forms must be in substantially the forms presented , with changes as the Chair or the County Manager may approve . The execution and delivery of any Document by an authorized County officer will be conclusive evidence of that officer ' s approval of any changes . The Documents in final form, however, must be consistent with the financing plan described in this resolution and must provide (a) for the amount financed by the County not to exceed $ 78 , 000 , 000 , (b) for a true interest cost of the financing not to exceed 6 . 00 %, and ( c) for a financing term not to extend beyond November 1 , 2045 . The amount financed under the Documents may include amounts to pay financing expenses and other necessary and incidental costs . 3. Sale of Bonds; Approval of Official Statement - The Board appoints (a) Robert W. Baird & Co . Incorporated, as senior manager, and ( b ) both Samuel A. Ramirez & Co ., Inc . , and Siebert Williams Shank & Co . , LLC , as co - managers , to underwrite a public offering of the proposed limited obligation bonds . The Board approves the draft official statement submitted to this meeting as the form of the preliminary official statement pursuant to which the underwriters will offer the bonds for sale . The preliminary official statement as distributed to prospective investors must be in substantially the form presented, with such changes as the Finance Officer may approve . The Board directs the Finance Officer, after the sale of the Bonds , to complete and otherwise prepare the preliminary official statement as an official statement in final form . The Board authorizes the use of the preliminary official statement and the final official statement ( collectively, the " Official Statement" ) by the underwriters in connection with the sale of the bonds . The Board acknowledges that it is the County' s responsibility, and ultimately 2 the Board ' s responsibility, to ensure that the Official Statement neither contains an untrue statement of a material fact nor omits to state a material fact required to be included therein for the purpose for which the Official Statement is to be used or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 4. Officers To Complete Closing - The Board authorizes the County Manager, the Finance Officer and all other County officers and employees to take all proper steps to complete the financing in accordance with this resolution . The Board authorizes the County Manager to hold executed copies of all financing documents authorized by this resolution in escrow on the County' s behalf until the conditions for their delivery have been completed to his satisfaction, and then to release the executed documents for delivery to the appropriate persons or organizations . Without limiting the generality of the previous paragraphs, the Board specifically authorizes the County Manager ( a) to approve and enter into, on behalf of the County, any additional agreements appropriate to carry out the financing plan contemplated by this resolution, and (b) to approve changes to any documents previously signed by County officers or employees, provided that the changes do not substantially alter the intent from that expressed in the form originally signed . The County Manager' s authorization of the release of any document for delivery will constitute conclusive evidence of his approval of any changes . In addition, the County Manager and the Finance Officer are authorized to take all appropriate steps for the efficient and convenient carrying out of the County' s on - going responsibilities with respect to the financing. This authorization includes, without limitation, contracting with third parties for reports and calculations that may be required under the Documents , this resolution or otherwise with respect to the financing. 5. Release of Certain Collateral - As the County no longer needs to use the Hillsborough Elementary School property as part of the collateral for the County' s financing, the Board directs the County Manager and all other County officers to take all appropriate action (a) to release that property from the lien of the financing deed of trust and (b) transfer the property back to The Orange County Board of Education . 3 6. Additional Provisions - The Board authorizes all County officers and employees to take all further action as they may consider desirable to carry out the purposes of this resolution . In particular, the Board directs the Clerk to this Board to apply the County' s seal to the final form Documents, and to attest to the application of the seal . The Board ratifies all prior actions of County officers and employees to this end . Upon the unavailability or refusal to act of the County Manager, the Chair or the Finance Officer, any other of those officers may assume any responsibility or carry out any function assigned in this resolution . In addition, the Vice Chair or any Deputy or Assistant Clerk may carry out or exercise any rights or responsibilities assigned in this resolution to the Chair or the Clerk. The Board repeals all other Board proceedings, or parts of proceedings , in conflict with this resolution, to the extent of the conflict. This resolution takes effect immediately. 4 Exhibit A - Tentative Proiect List with Estimated Amounts Project Est. Amount ( $) School capital projects 57 , 077 , 708 Public building improvements, incl safety, accessibility and sustainability improvements 6 , 519 , 528 Emergency services projects 4, 306, 018 Vehicles 3 , 157 , 906 Sportsplex improvements 2 , 456, 000 IT infrastructure improvements 11665 , 255 Parks and recreation projects 1 , 247, 982 Affordable housing development 250 , 000 Project Totals 761680 , 397 Financing Costs and Contingencies - approx . 1 , 3191603 TOTAL 781000 , 000 The final amount financed will not exceed the estimated total needed for the projects and the financing costs . 5 Exhibit B - - Draft Documents (a) A draft dated May 12 , 2025 of a Third Supplemental Trust Agreement to be dated on or about June 1 , 2025 , between the County and The Bank of New York Mellon Trust Company, N .A . (the "Trustee ") . This instrument provides for the advance of funds to the County, for the issuance of the limited obligation bonds, for the County' s obligation to repay the amounts advanced , and for the County' s responsibilities for the use and care of the collateral . The Trustee keeps certain official records for the bonds, processes bond payments and other payments , and acts as a representative of the bondholders . (b ) A draft dated May 12 , 2025 of a Deed of Trust Supplement # 3 to be dated on or about June 1 , 2025 , from the County to a deed of trust trustee for the Trustee ' s benefit . This instrument provides for a security interest in property to secure the County' s repayment obligations and its other obligations under the financing documents . ( c) A draft of a Bond Purchase Agreement to be dated on or about June 5 , 2025 , providing for the underwriters ' obligation to purchase the Bonds . The final form of this Agreement will set out the final principal amount, principal payment schedule and interest rates for the Bonds, and the other terms and conditions for the underwriters ' obligation to purchase the Bonds . ( d) A draft dated May 12 , 2025 of a Lease Extension to be dated on or about June 1 , 2 02 5 , between the County and The Orange County Boad of Education . Some of the collateral consists of County schools , for which ownership has been transferred to the County to facilitate the financing of improvements . The County then leases the schools back to the Board of Education for continued use as schools . As we are continuing to use the schools as collateral, we need to extend the term of the leases to match the new financing term . The financing plan contemplates a similar lease extension with the Chapel Hill - Carrboro schools , which will proceed according to similar form documents . The approval of the draft for County schools constitutes the use of a similar form document related to City schools . 6 Exhibit C - Potential Collateral Facilities Orange County Library in Hillsborough, Whitted Building, and Blackwood Farm Park Also from Orange County Schools : Orange Middle, New Hope Elementary, Pathways Elementary and Orange High Also Culbreth Middle School and Ephesus Elementary School from the Chapel Hill - Carrboro City Schools . ` - t , _-4 ' r