HomeMy WebLinkAboutRES-2026-033-Adoption of the Final Financing Resolution Authorizing the issuance of 2026 RES-2026 - 033 Attachment 1
Resolution providing final approval for
Spring 2026 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 . The County frequently uses this financing structure in the County' s annual
spring financing.
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 .
The County has divided the total financing into two installments : 2026A and
2026B . 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, for the 2026A installment. The Board will consider a resolution
to approve the 2026B installment at a meeting in July.
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 $ 32 , 000 , 000 , (b) for a true interest cost of the financing not to
exceed 5 . 00 % , and ( c) for a financing term not to extend beyond December 31 , 2047 .
The amount financed under the Documents will include amounts to reimburse the
County for prior project expenditures and 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) Hilltop Securities Inc . ,
as co - manager, to underwrite a public offering of the proposed 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
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connection with the sale of the Bonds .
The Board acknowledges that it is the County' s responsibility, and ultimately
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
Ephesus Elementary School property as collateral that secures certain County
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financings , 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 relevant
financing liens and (b) transfer the property back to The Chapel Hill - Carrboro City
Board of Education .
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 j
the conflict . This resolution takes effect immediately.
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Exhibit A - Tentative Project List with Estimated Amounts
Financing Phase I - Series 2026A Bonds - - Est. Amount ( $ )
Project Components
Blackwood Farm Park 61 , 039
Generator Projects 17 , 154
Interior finish replacements 367 , 108
Affordable Housing 966 , 500
Emergency Services Renewal & Replacement 484, 927
Orange County Bidirectional Antenna ( BDA) 1 , 264, 317
Upgrade
Board of Elections Expansion for Storage 107 , 582
911 Computer Aided Dispatch ( CAD) Replacement 302IS34
DTCC Academic Building 11 , 275 , 000
HVAC Projects 2 , 130 , 047
Facades 911 , 648
Electrical Upgrades 741805
Vehicle replacements 379 , 815
Sportsplex 126, 581
Fire Alarm , Fire Suppression System 261 , 488
Replacements
Information Technologies Infrastructure 419 , 834
Electrical Vehicle Charging Stations for County 402 , 069
Vehicles
510 Meadowlands Phase 2 291 , 647
s
Efland Cheeks Community Center 1501000
Parking Lot Repairs and Improvements 467 , 339
Solid Waste Vehicle and Equipment 3 , 834, 632
Orange Grove Fire District - loan for station 11700 , 000
Crisis diversion center - land acquisition and 3156 % 656
preliminary ( design etc . ) costs
Project Totals 29, 5651781
The final amount financed will not exceed the estimated total needed for the projects
and the financing costs, up to the authorized amount not to exceed $ 32 , 000 , 000 . The
final amount financed will reflect any additional changes to estimated project
amounts and financial market conditions at the time of the Bond sale ,
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Exhibit B - - Draft Documents
(a) A draft dated May 4, 2026 of a Fifth Supplemental Trust Agreement to
be dated on or about June 1 , 2026, 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 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 4, 2026 of a Deed of Trust Supplement # 5 to be dated
on or about June 1 , 2026 , 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 10 ,
2026 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 .
Exhibit C - Potential Collateral Facilities
Link Center Building at 200 S . Cameron St . , Government Services Annex at 208
S . Cameron St . and District Attorney ' s office building at 144 E . Margaret Lane,
all in Hillsborough
North Campus off Highway 70 in Chapel Hill
Emergency Operations Center on Meadowlands Drive in Hillsborough
Southern Campus off Homestead Rd . in Chapel Hil
County EMS building, 3800 US 70 West, Efland
Crisis Diversion Center site in Hillsborough
Justice Center in downtown Hillsborough
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