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HomeMy WebLinkAboutOTHER-2025-036-Bond purchase agreement o �,5 �- o3b ; (0 $ 67,3605000 ORANGE COUNTY, NORTH CAROLINA LIMITED OBLIGATION BONDS, SERIES 2025 BOND PURCHASE AGREEMENT June 5 , 2025 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 Samuel A . Ramirez & Co . , Inc . and Siebert Williams Shank & Co . , LLC (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 $ 67 , 360 ,000 aggregate principal amount of the County ' s Limited Obligation Bonds , Series 2025 (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 Bonds shall be $ 72 , 563 , 614 . 65 (representing the principal amount of the Bonds , plus net original issue premium of $ 5 ,460 ,317 . 70 , and less underwriters ' discount of $256, 703 . 05 ) (the "Purchase Price") . The Underwriters shall pay the Purchase Price for the Bonds on the day of the Closing by wiring $ 72 , 563 , 614 . 65 , 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 Third Supplemental Trust Agreement dated as of June 1 , 2025 (the "Third 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 (i) 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 20 , 2025 (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 #3 dated as of June 1 , 2025 (the "Third 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 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 PLLC ("Bond Counsel ") , to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds . (b) The County will treat the first price at which 10% of each maturity of the 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 Bonds . (c) 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 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 Bonds of each maturity allotted to it until it is notified by Baird that either the 10% test has been satisfied as to the Bonds of that maturity or all 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 (i) in the event a selling group has been created in connection with the initial sale of the 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 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 Bonds . -2 - (d) The Underwriters acknowledge that sales of any 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, ii . "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 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 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) , iii . a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) 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 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, 2025 (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 15c2- 12 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. -3 - ( 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 (i) 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 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) . ( 0 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. -4- (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) (i) 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 Bonds from federal or State income taxation . W 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 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 . 0 ) 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 - 5 - 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 , 2024 , 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 , 2024 , 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 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 Preliminary 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) , 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 . - 6 - (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 17 , 2025 , 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 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 6 , 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 : - 7- W 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 Bonds which in the Underwriters ' judgment, materially adversely affects the market for the Bonds ; or ( ii) 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 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 (vi ) 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 - 8 - (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 ; (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 a 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 , 2024 , 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 ; -9- r i (ix) A certificate, dated the date of the Closing, of the 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 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 "Aa1 , " "AA+" and "AA+", respectively; and (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 by the County with legal requirements relating to the issuance of the Bonds , 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 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 . (9) Payment of Expenses . The County shall pay, out of the proceeds of the Bonds or from its own funds , any expenses incident to the performance of the obligations of the County or the Underwriters hereunder, including but not limited to : (i) 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 4 0- 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 (i) 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 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 from any obligations to any indemnified party other than the indemnification obligation . The indemnifying party shall be entitled to appoint counsel of the indemnifying parry ' 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 (i) 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 4 1 - 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 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- ( 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 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 . - 13 - Very truly yours, ROBERT W. BAIRD & CO. INCORPORATED, on its own behalf and on behalf of Samuel A . Ramirez & Co ., Inc. and illiams Shank & Co . , LLC B : i r aging Director Approved, accepted and agreed to : ORANGE COUNTY, NORTH CAROLINA By : Travis Myren County Manager [Signature Page for Bond Purchase Agreement - Orange County 2025 LOBs] Very truly yours, ROBERT W. BAIRD & CO. INCORPORATED, on its own behalf and on behalf of Samuel A . Ramirez & Co . , Inc. and Siebert Williams Shank & Co. , LLC By : Ryan Maher Managing Director Approved, accepted and agreed to : ORANGE COUNTY, NORTH CAROLINA By : Travis M County Manager [Signature Page for Bond Purchase Agreement — Orange County 2025 LOBS] EXHIBIT A Terms of the Bonds Principal Amounts , Interest Rates and Prices Maturity Date October 1 Principal Amount Interest Rate Yield Price 2026 $4114000 5 . 000% 2 . 810 % 102 . 748 % 2027 432105000 5 . 000 2 . 810 1044817 2028 412753000 5 . 000 2 . 820 1060797 2029 45340 , 000 5 . 000 2 . 830 1086702 2030 454001000 5 . 000 2 . 890 1100275 2031 4, 130 , 000 5 . 000 2 . 970 111 . 562 2032 431855000 5 . 000 3 . 110 1120236 2033 3380500 5 . 000 3 . 190 113 . 087 2034 311453000 5 . 000 3 . 360 1120987 2035 3 , 155 ,000 5 . 000 3 . 520 112 . 677 2036 2592500 5 . 000 3 . 670 1110306 2037 2, 9355000 5 . 000 3 . 770` 1100403 2038 2005000 5 . 000 3 . 900* 1099243 2039 2 , 865 , 000 5 . 000 4 . 000 108 . 361 2040 21860 , 000 5 . 000 4 . 090 1076574 2041 2 , 630 , 000 5 . 000 4 . 200 ` 1060621 2042 25630 ,000 5 . 000 4 . 320* 1056594 2043 256255000 5 . 000 4 . 390* 1056000 2044 2, 62000 4 . 500 4 . 600 98 . 724 2045 2,6255000 4 . 500 4 . 640 98 . 166 Redemption Provisions The 2025 Bonds maturing on or after October 1 , 2036 are subject to redemption at the County ' s option , in whole or in part on any date on or after October 1 , 2035 , upon payment of the principal amount to be redeemed plus interest accrued to the redemption date, without premium. Yield to October 1 , 2035 call date at par. A- l EXHIBIT B $ 6753609000 Orange County, North Carolina Limited Obligation Bonds , Series 2025 ISSUE PRICE CERTIFICATE The undersigned, on behalf of Robert W. Baird & Co . Incorporated ("Baird") , on behalf of itself and Samuel A . Ramirez & Co . , Inc . and Siebert Williams Shank & Co . , LLC (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 Bonds . As of the date of this certificate, for each Maturity of the Bonds, 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 . Defined Terms. (a) Issuer means Orange County, North Carolina . (b) 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 . (c) 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 . (d) 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 5 , 2025 . (e) Underwriter means ( i) 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 (i) 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 - 1 ROBERT W. BAIRD & CO. INCORPORATED , on its own behalf and on behalf of Samuel A . Ramirez & Co . , Inc . and Siebert Williams Shank & Co . , LLC By : Ryan Maher, Managing Director Dated : June 17 , 2025 B -2 Schedule A Sale Prices of the Bonds Maturity Date (October 1 ) Principal Amount Interest Rate Price 2026 $4 , 1405000 50000% 1024748 % 2027 41210 , 000 50000 1044817 2028 45275 ,000 5 , 000 1066797 2029 4 ,340 , 000 56000 1089702 2030 454003000 50000 1104275 2031 451305000 54000 1110562 2032 451855000 5 , 000 1126236 2033 358053000 5 . 000 113 * 087 2034 3 , 145 , 000 5 . 000 1124987 2035 351551000 56000 1124677 2036 259255000 5 . 000 1116306 2037 2 , 93500 5 . 000 1100403 2038 258601000 50000 1094243 2039 25865 , 000 54000 1084361 2040 258605000 5 . 000 1076574 2041 25630, 000 54000 1060621 2042 2 ,630 , 000 54000 1059594 2043 2562500 54000 1050000 2044 256205000 46500 980724 2045 256253000 40500 984166 B -3