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HomeMy WebLinkAboutAgenda 03-05-2026; 8-m - Amendments to the Series 2019 A and B Limited Obligation Bond Documents 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: March 5, 2026 Action Agenda Item No. 8-m SUBJECT: Amendments to the Series 2019 A and B Limited Obligation Bond Documents DEPARTMENT: Finance and Administrative Services ATTACHMENT(S): INFORMATION CONTACT: Resolution Authorizing Amendments to Gary Donaldson, 919-245-2453 2019 Financing Documents Bob Jessup, 919-933-9891 Supplemental Amending Trust Agreement PURPOSE: To approve a resolution related to an Orange County request to the North Carolina Local Government Commission (LGC)to amend the financing documents associated with its 2019 Limited Obligation Bonds (Series 2019A and Series 20198) to reallocate remaining bond proceeds to eligible project costs. BACKGROUND: In 2019, Orange County issued two series of Limited Obligation Bonds: • $14,135,000 Series 2019A Bonds • $29,745,000 Series 2019B Bonds • $43,880,000 TOTAL At the time of the bond issuance, the County provided the Local Government Commission (LGC) with a list of projects for which bond proceeds were to be used. Due primarily to project delays resulting from the COVID-19 pandemic as described below, the County did not spend all proceeds within the required three-year Internal Revenue Service (IRS) spend down timeframe. Therefore, the Bank of New York (as the Trustee) transferred the escrowed proceeds from its Series 2019 Project Account to a Principal Account. Per the bond document, these transferred proceeds are restricted to payments on Series 2019 maturities only through 2039 (final maturity). Approximately $10.2 million remains from the Series A and B Bonds including accumulated investment earnings. Explanation of COVID-related Delays The delay in expending proceeds was primarily attributable to COVID-19-related disruptions, including: • Supply chain interruptions, • Design and engineering delays, • Permit processing delays, and 2 • Broader disruptions to normal work patterns The County now seeks to amend the bond documents to permit the transfer of these funds back to the Proceeds Account from the Principal Account so funds can be applied to eligible capital project costs. The Trustee has reviewed the proposal and agreed that bondholder consent is not required; however, LGC approval is necessary to amend the attached bond financing documents. FINANCIAL IMPACT: The proposed amendment is financially advantageous. The 2019A Bonds carry a true interest cost of approximately 2.47%, and the 2019B Bonds carry a true interest cost of approximately 2.06%. Given current market conditions, borrowing new funds to finance eligible projects would almost certainly result in higher interest costs. Reallocating the remaining low-cost proceeds avoids unnecessary future borrowing at higher rates. As shown on the Project Uses table below, the County will reserve approximately $400,000 to make excess investment earnings payments to the Internal Revenue Service. The County has confirmed this IRS rebate liability with the arbitrage services provider prior to spending any remaining funds on these projects listed below. 2019A Bonds Approximately $9,700,000 in proceeds remain on hand, including accumulated investment earnings. The County will allocate these funds with two primary ways; 1)Apply proceeds to close- out completed park projects, and 2) Apply proceeds to FY 2026 and FY 2027 Capital Investment Plan (CIP) projects as follows: Project Uses Amount Completed Projects-Parks 347,000 and recreation facilities (Blackwood Farms, Millhouse, Soccer.com and Sportsplex) FY 2027 CIP Project- Link 1,800,000 Center repair and renovation FY 2026 CIP Project- 2,800,000 Vehicle replacements FY 2026 Project- School 3,789,471 capital projects Make payment to IRS for 400,000 excess investment earnings 3 Leave with Trustee for future 552,000 Series 2019 debt service payments Total 9,688,471 These uses are within the scope of the uses authorized at the time of the financing. Funds for school capital projects and parks and recreation facilities will all be reimbursed to the County once the funds are available. The County expects to use the remainder of the funds within about one year. 2019B Bonds Approximately $510,000 in proceeds remain on hand, including accumulated investment earnings. The County will allocate all of these funds to new vehicle acquisition on FY 2026 CIP project list. Vehicle acquisition was an initially authorized purpose of the 2019B Bonds. The County expects to use this money for additional vehicle acquisitions within about six months of completing the process to make those funds available. ALIGNMENT WITH STRATEGIC PLAN: This item supports: • GOAL 6: DIVERSE AND VIBRANT ECONOMY RECOMMENDATION(S): The Manager recommends that the Board approve the resolution related to an Orange County request to the North Carolina Local Government Commission (LGC) to amend the financing documents associated with its 2019 Limited Obligation Bonds (Series 2019A and Series 20198) to reallocate remaining bond proceeds to eligible project costs. 4 RES-2026-018 Resolution authorizing amendments to 2019 financing documents, and requesting approvals from the bond trustee and the Local Government Commission Introduction - In 2019 the County issued two sets of limited obligation bonds, known as the 2019A bonds and the 2019B bonds (as further described on Exhibit B), to finance various County projects. Although the County had plans and expectations to spend the bond proceeds within three years of the respective issue dates, project delays (including those related to the start of the pandemic) have resulted in funds not being spent as planned. In addition, the County's capital funding priorities have changes over time. There remain on hand with the bond trustee approximately $9,700,000 of 2019A proceeds and $510,000 of 2019B proceeds (these amounts include some accumulated investment earnings). The two sets of 2019 bonds carry effective interest costs well below what would be available to the County in today's markets. Without amending the existing bond agreements, the use of the remaining proceeds will be limited to paying debt service on bonds as they become due. County staff now recommends that the County instead amend the existing agreements to allow the use of the remaining proceeds for projects reflecting the County's current priorities. In particular, County staff would plan to use the proceeds for public improvements of the types described on Exhibit A. The County's Finance Officer has made available to this Board a draft amending agreement for the 2019A bonds, and there will be a substantially identical amending agreement for the 2019B bonds (together the "Agreements," as more fully described in Exhibit B). The Agreements will carry out the plan described in this resolution. The existing bond documents require that the bond trustee and the North Carolina Local Government Commission approve the amendments. The existing County financings are installment financings, as authorized under Section 160A-20 of the North Carolina General Statutes. In an installment financing, the County's repayment obligation is secured by a mortgage-type interest in all or 5 part of the property being financed, but not by any pledge of the County's taxing power or any specific revenue stream. The two 2019 bond issues are secured by a variety of County facilities, and the proposed amendments will not result in any changes to the pledged collateral. 1. The Orange County Board of Commissioners RESOLVES, as follows: (a) The County determines to apply the unspent proceeds in hand from the 2019A and the 2019B bonds to additional project costs, and in particular the project costs described on Exhibit A. (b) The Board approves the forms of the Agreements submitted to this meeting. The Board authorizes the Board's Chair and the County Manager, or either of them, to execute and deliver the Agreements in their final forms. The amending agreement for the 2019A bonds in its final form must be in substantially the form presented, with such changes as the Chair or the County Manager may approve. The amending agreement for the 2019B bonds must be in substantially the same form as the agreement for the 2019A bonds. The execution and delivery of any Agreement by an authorized County officer will be conclusive evidence of that officer's approval of any changes. (c) The Board, on behalf of the County, asks the LGC and the bond trustee to approve the amendment requests as provided in the draft Agreements. 2. The Board makes the following findings of fact in support of the County's request to the LGC: (a) The proposed projects are necessary and appropriate for the County under all the circumstances. (b) The proposed installment financing amendments are preferable to any available alternative financings. The two sets of 2019 bonds carry effective interest costs well below what would be available to the County in today's markets. Without the amendments, the County will need to seek new higher-rate financing, or make other funds available, to carry out the desired projects. 2 6 (c) Because the debt service on the existing bonds is fully incorporated into the County's existing debt models, changing the projects to be financed will have no effect on the County's debt service requirements or tax rate. All amounts disbursed will reflect either approved contracts, previous actual expenditures, or professional estimates. (d) As confirmed by the County's Finance Officer, (i) the County's debt management procedures and policies are sound and in compliance with law, and (ii) the County is not in default under any of its debt service obligations. 3. The Board resolves as follows with respect to certain tax matters related to the 2019 bonds and the Agreements: The County will not take or omit to take any action the taking or omission of which will cause its obligations to pay principal and interest (the "Obligations") with respect to the 2019A bonds and the 2019B bonds to be "arbitrage bonds," within the meaning of Section 148 of the "Code" (as defined below), or "private activity bonds" within the meaning of Code Section 141, or otherwise cause interest components of the installment payments to be includable in gross income for federal income tax purposes.Without limiting the generality of the foregoing,the County will comply with any Code provision that may require the County at any time to pay to the United States any part of the earnings derived from the investment of the financing proceeds. In this resolution, "Code" means the United States Internal Revenue Code of 1986, as amended, and includes applicable Treasury regulations. 4. Additionally, the Board resolves as follows: (a) The County intends that the adoption of this resolution will be a declaration of the County's official intent to reimburse project expenditures from financing proceeds. The County intends that funds that have been advanced for project costs, or which may be so advanced, from the County's general fund, or any other County fund, may be reimbursed from the financing proceeds. (b) The Board authorizes all County officers and employees to take all further action as they may consider necessary or desirable in furtherance of the purposes of this resolution and to complete the contemplated amendment process. The Board ratifies all prior actions of County officers and employees to this end. 3 7 Without limiting the generality of the foregoing, the Board authorizes the County Manager to approve changes to any documents previously signed by County officers or employees, provided that the changes do not conflict with this resolution or 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 that officer's approval of any changes. (c) If for any reason the County Manager, the Chair or the Finance Officer is absent or unavailable, then any other officer may carry out any function assigned in this resolution. In addition,the Vice Chair or any Deputy or Assistant Clerk may carry out any assigned function. The Clerk may apply the County's seal, and may attest to the seal, on any document related to this resolution. (d) All other Board proceedings, or parts thereof, in conflict with this resolution are repealed, to the extent of the conflict, and this resolution takes effect immediately. * * * * * * * * * * * * * * * * * I certify as follows: that the foregoing resolution was properly adopted at a meeting of the Board of Commissioners of Orange County, North Carolina; that this meeting was properly called and held on March 5, 2026; that a quorum was present and acting throughout this meeting; and that this resolution has not been modified or amended, and remains in full effect as of today. Dated this day of March, 2026. [SEAL] Clerk, Board of Commissioners Orange County, North Carolina 4 8 Exhibit A - proposed projects 2019A Bonds - Approximately $9,700,000 of proceeds remains on hand, including accumulated investment earnings. The County will allocate these funds as follows: Type Amount Parks and recreation facilities 347,000 Link Center repair and renovation 1,800,000 Vehicle replacements 2,800,000 School capital projects 3,789,471 Reserve for excess earnings 400,000 payments to IRS Leave with Trustee for future debt 552,000 service payments Total 9,688,471 These uses are within the scope of the uses authorized at the time of the financing. Funds for school capital projects and parks and recreation facilities will all be reimbursed to the County once the funds are available. The County expects to use the remainder of the money within about one year. 2019B Bonds - Approximately $510,000 of proceeds remains on hand, including accumulated investment earnings. The County will allocate all of these funds to new vehicle acquisition. Vehicle acquisition was an initially-authorized purpose of the 2019B Bonds. The County expects to use this money for additional vehicle acquisitions within about six months of completing the process to make those funds available. 5 9 Exhibit B -- draft Agreements The Board has been presented a draft dated February 19, 2026 of a Supplemental Amending Trust Agreement (Amending Series 2019A Agreements), between the County and The Bank of New York Mellon Trust Company, N.A., which serves as bond trustee for the County. The County will execute and deliver a substantially similar Amending Trust Agreement with respect to the 2019B bonds. The two Supplemental Amending Trust Agreements, respectively, amend the supplemental trust agreements and other documents that provided for the original issuance of the County's $14,135,000 Limited Obligation Bonds, Series 2019A, and the County's $29,745,000 Limited Obligation Bonds, Series 2019B. 6 10 s*h draft of February 19 Supplemental Amending Trust Agreement (Amending Series 2019A Agreements) by and between Orange County, North Carolina and The Bank of New York Mellon Trust Company, N.A., as Trustee 11 THIS SUPPLEMENTAL AMENDING TRUST AGREEMENT (AMENDING SERIES 2019A AGREEMENTS) is dated as of April 20, 2026 (this "Amending Agreement"), and is between ORANGE COUNTY, NORTH CAROLINA, a political subdivision of the State of North Carolina (the "County"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the "Trustee"). Introduction The County and the Trustee executed and delivered a Trust Agreement dated as of June 1, 2018 (the "2018 Agreement"). The County and the Trustee later entered into a First Supplemental Trust Agreement dated as of May 1, 2019 (the "2019A Agreement"), which by its terms supplemented the 2018 Agreement and provided for the issuance of the County's $14,135,000 Limited Obligation Bonds, Series 2019A (the "2019A Bonds"). The parties now desire to amend portions of the 2019A Agreement as they relate to the 2019A Bonds, and this Amending Agreement carries out the desired amendments. Unless the context clearly requires otherwise, capitalized terms used in this Amending Agreement and not otherwise defined have the meanings set forth in Exhibit A, in the 2018 Agreement or in the 2019A Agreement. NOW, THEREFORE, in consideration of the covenants contained in this Amending Agreement, the parties agree as follows: ARTICLE I AMENDED PROVISIONS Section 1.01. County's Authorization To Transfer Funds Back to 2019 Proceeds Fund. (a) Notwithstanding any provision of the 2019A Documents, the County, by a County Certificate, at any time may direct the Trustee to transfer to the 2019 Proceeds Fund from the Payment Fund (i) any amounts previously transferred from the 2019 Proceeds Fund to the Payment Fund pursuant to Section 3.04 of the 2019A Agreement and (ii) any amounts attributable to the investment of amounts previously transferred from the 2019 Proceeds Fund, to the extent those earnings can be identified. The County may not direct the transfer of funds otherwise 12 deposited to the Payment Fund, and the County may not direct the transfer of funds required to make any Bond Payment within 30 days of the date of the direction. (b) The County may apply transferred funds to pay or reimburse 2019 Project Costs as provided in Section 1.02. Section 1.02. Use of Funds in 2019 Proceeds Fund. (a) The definitions of"2019 Project" and "2019 Project Costs" in the 2019A Agreement are amended to read as stated in Exhibit A. (b) Notwithstanding any provisions of Section 3.03 of the 2019A Agreement, the Trustee will disburse moneys in the 2019 Proceeds Fund from time to time (i) directly to the County for the County's use in paying 2019 Project Costs, or (ii) to pay the person indicated in the requisition to pay 2019 Project Costs, or (iii) to reimburse the County for previous expenditures on 2019 Project Costs, in all cases upon the Trustee's receipt of a requisition substantially in the form of Exhibit E to the 2019A Agreement and signed by a County Representative. The County need not submit any additional information other than the requisition. The Trustee may rely conclusively on requisitions as authorization for payments. The Trustee has no duty or responsibility to verify any matters in the requisitions. Section 1.03. Amend Old Section 3.04; Transfer of Unexpended Proceeds When Projects Complete. Section 3.04 of the 2019A Agreement is amended to read as follows: Section 3.04. Transfer of Unexpended Proceeds When Projects Complete. When the County determines there are no more 2019 Project Costs to be paid from the 2019 Proceeds Fund, the County will send a County Certificate to that effect to the Trustee. The Trustee will then withdraw all remaining moneys in the 2019 Proceeds Fund and deposit those moneys in a separate account within the Payment Fund. The Trustee will then apply those moneys to Bond Payments on the 2019A Bonds as directed in a County Certificate. In the absence of any direction from the County, the Trustee will deposit those moneys in the Interest Account and use them to pay interest on the 2019A Bonds as the same becomes due. 3 13 Section 1.04. Trustee's recognition of prerequisite documents. The Trustee acknowledges the receipt of the following documents prior to its execution and delivery of this Amending Agreement: (a) A certified copy of a County Board resolution authorizing the execution, delivery and issuance of this Amending Agreement, and requesting its execution and delivery by the Trustee. (b) Evidence that the LGC has given its written consent to the amendments carried out by this Amending Agreement. (c) A copy of this Amending Agreement signed by appropriate County officials. (d) A County Certificate to the effect that this Amendment Agreement does not require the consent of the Owners of the 2019A Bonds to become effective under the provisions of Section 13.01 of the 2018 Agreement. (e) An Opinion of Bond Counsel to the effect (i) that the execution and delivery by the parties of this Amending Agreement is permitted under the terms of the 2019A Documents, (ii) that this Amending Agreement has been duly authorized and executed by the County and, subject to appropriate qualifications, is effective to amend the 2019A Agreement, and (iii) that the execution, delivery and effectiveness of this Amending Agreement in itself will have no adverse effect on the exemption from Federal income tax with respect to any Outstanding 2019A Bonds with respect to which any such interest is intended to be exempt In addition, the Trustee certifies that on or before April 10, 2026 (that being a date at least 10 days prior to the effective date of this Amending Agreement), the Trustee provided for a notice of the proposed agreement to be mailed first-class, postage prepaid, to the LGC and to all Owners of Bonds. The notice included a copy of the amendment or supplement, and stated that copies of the proposed agreement were available to all Owners of 2019A Bonds upon written request to the County or the Trustee at addresses set forth in the notice. Section 1.05. Notice of Amendment. The Trustee promises that, not later than May 10, 2026, it will cause notice of the execution of this Amending Agreement to be mailed to the Owners of the 2019A Bonds. The notice will, at the Trustee's 4 14 option, either (a) briefly state the nature of the amendment or supplement and that copies of it are on file with the Trustee for inspection by Owners, or (b) enclose a copy of the amendment or supplement. The County will pay the expenses of any mailing and copies required under this Section. Any failure on the Trustee's part to mail the notice required by this Section will not affect the validity of this Amending Agreement. Section 1.06. Bondholder Notices only to DTC. The County acknowledges and approves that the Trustee is only sending Bondholder notices under this Article I to Cede & Co., the nominee of The Depository Trust Company, as the only registered owner of the 2019A Bonds. Section 1.07. Trustee Not Requiring Presentation for Notation. The Trustee confirms it is not requiring Bondholders of the 2019A Bonds to present bonds for notation of the changes made by this Amending Agreement, as contemplated under Section 13.10 of the 2018 Agreement. Section 1.08. Investment Restriction; Excess Earnings Payments. The County shall (a) invest any "Covered Proceeds," as defined below, that the County holds, and (b) direct the Trustee in writing to invest any Covered Proceeds the Trustee holds, in Legal Investments that either (i) provide a fixed yield at or below the "Restricted Yield," as defined below, (ii) are described in Code Section 103 and are not "private activity bonds" within the meaning of Code Section 141, or (iii) are otherwise approved by a written opinion of Bond Counsel satisfactory to the Trustee; in any case the County may specify from time to time. It is the County's responsibility, and not the Trustee's, to identify and maintain investments as required by this Section. The "Covered Proceeds" are any amounts on deposit in any Fund or Account under the Trust Agreement that represent proceeds of the 2019A Bonds, including proceeds from the investment of the 2019A Bond proceeds or proceeds from the sale or other disposition of property acquired or improved through the proceeds of the 2019A Bonds (including insurance proceeds). A "Restricted Yield" means a "yield," within the meaning of Treas. Regs. Secs. 1.103-13(c), -13(d), 1.148-9T(a), or any successor or other provision that may be 5 15 applicable, not in excess of the "yield" on the 2019A Bonds, which is at least 2.0737%. The County's failure to comply with the provisions shall not in itself be an Event of Default within the meaning of Section 10.01 of the 2018 Agreement so long as the County provides for any excess earnings from the investment of covered proceeds to be calculated and paid to the United States, as required by the Code. The provisions of this Section are in addition to, and do not amend, the investment provisions of Section 12.01 of the 2018 Agreement. Section 1.09. No Other Changes. Except as provided by this Amending Agreement, the parties ratify and confirm the terms of the 2019A Documents. Section 1.10. Limited Obligation. The 2019A Bonds are limited obligations of the County, as provided and described in Section 4.05 of the 2018 Agreement. ARTICLE II INDEMNIFICATION To the extent permitted by law, the County will indemnify, protect and save (a) the LGC and its members and employees, and (b) the Trustee and its officers and employees, in all cases harmless from all liability and losses, including expenses and legal fees, expenses and costs, arising out of, connected with, or resulting directly or indirectly from actions by the County and its representatives and relating to the Mortgaged Property (as defined in the 2019A Documents) or the transactions contemplated by this Amending Agreement, including without limitation the possession, condition, installation, construction or use of the Mortgaged Property. The County has no obligation to indemnify any indemnified party for the gross negligence or intentional misconduct of the indemnified party or any of its employees or representatives. The County's obligation to provide indemnification under this 6 16 Article continues even after there are no longer any Bonds Outstanding, and extends to any Trustee even after the removal or resignation of that Trustee. The indemnification under this provision is in addition to the provisions for indemnification by the County provided for in the 2018 Agreement. Those provisions of the 2018 Agreement remain in effect. ARTICLE III ADDITIONAL PROVISIONS Section 3.01. Notices. (a) Any communication provided for in this Amending Agreement must be in English and must be in writing. "Writing" includes electronic mail. Facsimile transmission is not a permitted method of providing notice under this Amending Agreement. (b) For this Amending Agreement, any communication sent by electronic mail will be deemed to have been given on the date the communication is similarly acknowledged by a County Representative (in the case of the County) or other authorized representative (in the case of any other party). No such communication will be deemed given or effective without such an acknowledgment. Any electronic communication to the Trustee is subject to the provisions of Section 9.02 of the 2018 Agreement. (c) Any other communication under this Amending Agreement will be deemed given on the delivery date shown on a United States Postal Service certified mail receipt, or a delivery receipt (or similar evidence) from a national commercial package delivery service, if addressed as follows: (i) if to the County, to Orange County Manager, Re: Notice under 2019A Amending Agreement, Post Office Box 8181, Hillsborough, NC 27278 (ii) if to the Trustee, to The Bank of New York Mellon Trust Company, N.A., Re: Notice 2019A Amending Agreement for Orange County (North Carolina), 601 Travis Street, 16th Floor, Houston, TX 77002 7 17 (iii) If to the LGC, to the North Carolina Local Government Commission, Attn: Secretary of the Commission, Re: Notice for Orange County 2019A Amending Agreement, Longleaf Building, 3200 Atlantic Ave., Raleigh, NC 27604 (d) Any addressee (including the LGC) may designate a different address for communications by notice given under this Section to each of the others. (e) Any communication sent under this Amending Agreement must also be sent to the County and the Trustee, along with any other parties to which the communication may be addressed. Any party sending a communication under this Amending Agreement that relates to amendments or defaults must also send a copy to the LGC. (f) Whenever this Amending Agreement requires the giving of a notice, the person entitled to receive the notice may waive the notice, in writing. The giving or receipt of the notice will then not be a condition to the validity of any action taken in reliance upon the waiver. Section 3.02. Consent to Jurisdiction. The Trustee consents to jurisdiction in the State of North Carolina for any lawsuit arising from this Amending Agreement, or arising from any of the related transactions contemplated by this Amending Agreement or the 2019A Documents. Section 3.03. Governing Law; Venue. The parties intend that North Carolina law will govern this Amending Agreement and all matters of its interpretation. To the extent permitted by law, the parties agree that any action brought with respect to this Amending Agreement must be brought (a) in the North Carolina General Court of Justice in Orange County, North Carolina, or (b) if an action by law may be brought only in the United States federal courts, in the United States District Court for the Middle District of North Carolina. Section 3.04. Binding Effect; Limitation of Rights. This Amending Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns. Nothing expressed or implied in this Amending Agreement or the 2019A Bonds gives any person other than the Trustee, the County and the Owners any right, remedy or claim under or with respect to this 8 18 Amending Agreement, except that the parties intend for the LGC to be a third-party beneficiary of the indemnification provisions of Article II. Section 3.05. Severability. If any provision of this Amending Agreement is determined to be unenforceable, that does not affect any other provision of this Amending Agreement. Section 3.06. Counterparts. This Amending Agreement may be signed in several counterparts, including separate counterparts. Each will be an original, but all of them together constitute the same instrument. Section 3.07. Definitions; Rules of Interpretation. Unless the context clearly requires otherwise, capitalized terms used as defined terms in this Amending Agreement and not otherwise defined have the meanings set forth in Exhibit B, and if not defined there will have the meanings set forth in the 2018 Agreement or the 2019A Agreement. This Amending Agreement will be interpreted in accordance with the rules of interpretation set forth in the 2018 Agreement. Section 3.08. Effective date. This Amending Agreement takes effect at the beginning of the calendar day on April 20, 2026 provided that it has first been signed and delivered by the County, the Trustee and the LGC. Otherwise, it will take effect at the beginning of the calendar day following the time it is signed and delivered by all of the County, the Trustee and the LGC, provided that the effective date may not be later than June 30, 2026. [The remainder of this page has been left blank intentionally.] 9 19 IN WITNESS WHEREOF, the parties have caused this Amending Agreement to be executed in their corporate names by their duly authorized officers, all as of April 20, 2026. (SEAL) ATTEST: ORANGE COUNTY, NORTH CAROLINA By: Laura Jensen Travis Myren Clerk, Board of Commissioners County Manager The Bank of New York Mellon Trust Company, N.A., as Trustee By: Printed name: Title: The North Carolina Local Government Commission consents to the amendments to the 2019A Agreement carried out by this Amending Agreement. Jennifer Wimmer Deputy Secretary, North Carolina Local Government Commission By [Jennifer Wimmer or Designated Assistant] [2019A Amending Agreement dated as of April 20, 2026] 10 20 EXHIBIT B - Definitions: Rules of Construction For all purposes of this Amending Agreement, unless the context requires otherwise or as may be otherwise provided in Section 3.07, the following terms have the following meanings. "2019A Documents" means, as a group, the 2018 Agreement, the 2019A Agreement, the 2019A Bonds, and the Deed of Trust (as defined in the 2019A Agreement). "2019 Proceeds Fund" means the 2019 Orange County Proceeds Fund established pursuant to Section 3.02 of the 2019A Agreement. "2019 Project" means the following: (a) carrying out the planned acquisitions and improvements of public assets and facilities specified in Exhibit A to the 2019A Agreement; and (b) carrying out any additional public acquisitions and improvements to public assets and facilities as the County may designate to the Trustee in a County Certificate, subject to the restrictions stated in Exhibit A to the 2019A Agreement. "2019 Project Costs" means all costs of design, planning, construction, equipping, installation and general carrying-out of the 2019 Project as necessary to place the financed assets and facilities in service, all as determined in accordance with generally accepted accounting principles and as will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the 2019A Bonds to which it is intended that interest will be entitled. "2019 Project Costs" include (a) sums required to reimburse the County or its agents for advances made for any costs otherwise described in this definition, (b) interest during the period of acquisition and construction of improvements and for up to six months thereafter, (c) all Financing Costs, and (d) making any payments of excess earnings required under the Code as contemplated by Section 1.08. 11