046-25 The City Council of the City of Greensboro, North Carolina met in a regular meeting in the Katie Dorsett Council Chambers of the Melvin Municipal Office Building located at 300 W. Washington Street in Greensboro, North Carolina, the regular place of meeting, at 5:30 p.m. on March 4, 2025.
Present: Mayor Nancy B. Vaughan, presiding, and Council Members
Absent: Council Members
Also Present:
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__________________ introduced the following resolution the title of which was read and a copy of which had been previously distributed to each Council Member:
RESOLUTION APPROVING AND AUTHORIZING THE SALE AND ISSUANCE OF LIMITED OBLIGATION BONDS AND THE EXECUTION AND DELIVERY OF A MASTER TRUST AGREEMENT, A FIRST SUPPLEMENTAL TRUST AGREEMENT, A DEED OF TRUST, A SECURITY AGREEMENT AND RELATED DOCUMENTS IN CONNECTION WITH THE FINANCING OF VARIOUS CAPITAL PROJECTS FOR THE CITY OF GREENSBORO, NORTH CAROLINA
BE IT RESOLVED by the City Council (the “City Council”) of the City of Greensboro, North Carolina (the “City”):
Section 1. The City Council does hereby find and determine as follows:
(a) There exists in the City a need to (i) acquire, construct and equip a new fire station, (ii) demolish the City’s existing Bellemeade Parking Deck, (iii) acquire land for future City use and (iv) acquire and install radio communications equipment for various City departments (collectively, the “Project”).
(b) After a public hearing and due consideration, the City Council has determined that the most efficient manner of financing the Project will be through the execution and delivery of a Master Trust Agreement, to be dated as of March 1, 2025 (the “Master Trust Agreement”), between the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and a First Supplemental Trust Agreement, to be dated as of March 1, 2025 (the “First Supplemental Trust Agreement,” and, together with the Master Trust Agreement, the “Trust Agreement”), between the City and the Trustee, pursuant to which the City will issue its Taxable Limited Obligation Bonds, Series 2025A (the “Series 2025ABonds”) and Limited Obligation Bonds, Series 2025B (the “Series 2025B Bonds” and, together with the Series 2025A Bonds, the “Bonds”) thereunder in an aggregate principal amount not to exceed $26,000,000 to provide funds, together with other available funds, to (A) pay the costs of the Project and (B) pay the fees and expenses incurred in connection with the sale and issuance of the Bonds.
(c) In order to secure the payment of principal of and interest on the Bonds and the performance of the City’s obligations under the Trust Agreement, the City will execute and deliver (i) a Deed of Trust, to be dated as of March 1, 2025 (the “Deed of Trust”), to the deed of trust trustee named therein for the benefit of the Trustee, granting a lien on the site of the new fire station constituting a portion of the Project, together with all improvements or fixtures located or to be located thereon, subject to certain permitted encumbrances and (ii) a Security Agreement, to be dated as of March 1, 2025, for the benefit of the Trustee, granting a security interest in the radio communications equipment constituting a portion of the Project.
(d) The Bonds will initially be sold to Wells Fargo Bank, National Association (the “Underwriter”) pursuant to the terms of a Bond Purchase Agreement, to be dated the date of delivery thereof (the “Bond Purchase Agreement”), between the City and the Underwriter.
(e) In connection with the offering and sale of the Bonds by the Underwriter, there will be prepared and distributed to potential purchasers a Preliminary Official Statement, to be dated as of the date of delivery thereof (the “Preliminary Official Statement”), relating to the offering and sale of the Bonds and the Official Statement (hereinafter defined).
(f) There have been presented to the City Council drafts of the following documents relating to the transaction hereinabove described:
(1) the Master Trust Agreement;
(2) the First Supplemental Trust Agreement, together with the form of the Bonds attached as Exhibit B thereto;
(3) the Deed of Trust;
(4) the Security Agreement;
(5) the Bond Purchase Agreement; and
(6) the Preliminary Official Statement.
Section 2. In order to provide for the financing of the Project, the City is hereby authorized to enter into the Master Trust Agreement and the First Supplemental Trust Agreement and issue the Series 2025A Bonds and the Series 2025B Bonds thereunder in an aggregate principal amount not to exceed $26,000,000. The actual principal amount of the Bonds of each series shall be determined by the City at the time of execution of the Bond Purchase Agreement, such execution and delivery of the Bond Purchase Agreement to constitute approval by the City of the principal amount of the Bonds of each series as set forth in the Bond Purchase Agreement. The principal amount of the Bonds shall be the amount that, in the best judgment of the person executing the Bond Purchase Agreement, is necessary to provide sufficient funds, together with other available funds, to pay (a) the costs the Project and (b) the fees and expenses incurred in connection with the sale and issuance of the Bonds. The interest rates on the Bonds shall be determined by the City at the time of the execution by the City of the Bond Purchase Agreement; provided, however, that such interest rates shall not result in a true interest cost in excess of 6.00% per annum with respect to the Series 2025A Bonds and 5.00% per annum with respect to the Series 2025B Bonds, such execution and delivery of the Bond Purchase Agreement to constitute approval by the City of the interest rates on the Bonds.
Section 3. The Bonds shall be sold to the Underwriter pursuant to the Bond Purchase Agreement. The Bonds may be sold to the Underwriter at a discount below the amount of the principal amount of the Bonds, such discount not to be less than 98% of the principal amount of the Bonds; provided, however, that if all or any of the Bonds are to be sold to the public by the Underwriter at original issue discount (resulting in lower interest costs of the interest on the Bonds), then the Bonds may be sold at a further discount in the amount necessary to cover such original issue discount. The final maturity of the Bonds shall not be later than April 1, 2045.
Section 4. The City Council hereby approves the forms of the Master Trust Agreement, the First Supplemental Trust Agreement, the Deed of Trust, the Security Agreement, the Bond Purchase Agreement and the Bonds in substantially the forms presented at this meeting. The Mayor, the Mayor Pro Tem, the City Manager and the Finance Director of the City are each hereby authorized to execute and deliver on behalf of the City the Master Trust Agreement, the First Supplemental Trust Agreement, the Deed of Trust, the Security Agreement, the Bond Purchase Agreement and the Bonds in substantially the forms presented at this meeting, containing such modifications as the person executing such documents shall approve, such execution to be conclusive evidence of approval by the City Council of any such changes. The City Clerk or any assistant or deputy City Clerk of the City is hereby authorized to affix the official seal of the City to each of said documents and to attest the same to the extent so required.
Section 5. The City Council hereby approves the Preliminary Official Statement in substantially the form presented at this meeting and hereby approves the distribution thereof by the Underwriter in connection with the offering and sale of the Bonds. Upon the sale of the Bonds to the Underwriter, a final Official Statement, to be dated as of the date of the Bond Purchase Agreement (the “Official Statement”), will be prepared substantially in the form of the Preliminary Official Statement and will contain such information relating to the pricing terms of the Bonds and such additional information as may be necessary. The City Council hereby approves the distribution thereof by the Underwriter in connection with the offering and sale of the Bonds.
Section 6. No deficiency judgment may be rendered against the City in any action for breach of any contractual obligation under the Trust Agreement, and the taxing power of the City is not and may not be pledged directly or indirectly to secure any moneys due under the Trust Agreement.
Section 7. The Mayor, the Mayor Pro Tem, the City Manager, the Finance Director and the City Attorney are hereby authorized to cooperate with the Underwriter in preparing and filing such filings under state securities or “blue sky” laws as the Underwriter may request; provided, however, that the City shall not be required to consent to the jurisdiction of any state in which it is not now subject unless the City Attorney shall determine that such consent is in the best interest of the City.
Section 8. The Mayor, the Mayor Pro Tem, the City Manager, the Finance Director, the City Attorney and the City Clerk of the City, and any other officers, agents and employees of the City, are hereby authorized and directed to take such actions and to deliver such certificates, opinions and other items of evidence as shall be deemed necessary to consummate the transactions described in this resolution. The officers of the City and the agents and employees of the City are hereby authorized and directed to do all acts and things required of them by the provisions of this resolution for the full, punctual and complete performance of the terms, covenants and provisions of the Bonds, the Trust Agreement, the Deed of Trust, the Security Agreement, the Bond Purchase Agreement and the other documents contemplated by this resolution.
Section 9. This resolution shall take effect immediately upon its adoption.
Upon motion of Council Member ________________, seconded by Council Member ________________, the foregoing resolution entitled “RESOLUTION APPROVING AND AUTHORIZING THE SALE AND ISSUANCE OF LIMITED OBLIGATION BONDS AND THE EXECUTION AND DELIVERY OF A MASTER TRUST AGREEMENT, A FIRST SUPPLEMENTAL TRUST AGREEMENT, A DEED OF TRUST, A SECURITY AGREEMENT AND RELATED DOCUMENTS IN CONNECTION WITH THE FINANCING OF VARIOUS CAPITAL PROJECTS FOR THE CITY OF GREENSBORO, NORTH CAROLINA” was adopted by the following vote:
Ayes:
Noes:
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I, Angela R. Lord, City Clerk of the City of Greensboro, North Carolina, DO HEREBY CERTIFY that the foregoing is a true copy of so much of the proceedings of the City Council of said City at a regular meeting held on March 4, 2025, as it relates in any way to a proposed limited obligation bond financing by the City and that said proceedings are to be recorded in the minutes of said City Council.
I DO HEREBY FURTHER CERTIFY that proper notice of such regular meeting was given as required by North Carolina law.
WITNESS my hand and the official seal of said City this 4th day of March, 2025.
City Clerk
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WBD (US) 4913-1972-9434v1
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[SEAL]
(Signed) Holston