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2016-03-07 RM Exhibits Exhibit Book=page Va- 1 1 1 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW $ HANOVER, NORTH CAROLINA MAKING CERTAIN STATEMENTS OF FACT 1 CONCERNING PROPOSED BOND ISSUE 1 I ! WHEREAS, the Board of Commissioners is considering the issuance of bonds of the County of New Hanover, North Carolina (the "County") which shall be for the following purposes and in the following maximum amount: Not to exceed $64,000,000 of General Obligation Refunding Bonds to pay the costs of refunding in advance of their maturities $7,500,000 aggregate principal amount of the County of New Hanover,North Carolina General Obligation School Bonds, Series 2007 maturing on February 1,2018 through February 1,2020,$10,785,000 aggregate principal amount of the County of New Hanover, North Carolina General Obligation Park and Recreation Bonds, Series 2008 maturing on and after June 1, 2019, $29,500,000 aggregate principal amount of the County of New Hanover, North Carolina General Obligation School Bonds, Series 2009 maturing on and after June 1, 2020, and $11,505,000 aggregate principal amount of the County of New Hanover,North Carolina General Obligation Public Improvement Bonds, Series 2010A maturing on August 1, 2021,August 1,2025 and August 1,2030. 1 WHEREAS, certain findings of fact by the Board of Commissioners must be presented to enable i the Local Government Commission of the State of North Carolina to make certain determinations as set 1 forth in Article 4 of Chapter 159 of the General Statutes,Section 52. NOW, THEREFORE, BE IT RESOLVED that the Board of Commissioners meeting in open session on the 7th day of March,2016,has made the following factual findings in regard to this matter: Facts Regarding Necessity of Proposed Financing. The proposed bonds are necessary and expedient to lower debt service costs to the County. Facts Supporting the Amount of Bonds Proposed. The sums estimated for these bonds are adequate and not excessive for the proposed purpose. Past Debt Management Polices. The County's debt management policies have been carried out i in compliance with law. The County employs a Chief Financial Officer to oversee compliance with applicable laws relating to debt management. The Board of Commissioners requires annual audits of County finances. In connection with these audits, compliance with laws is reviewed. The County is not in default in any of its debt service obligations. The County Attorney reviews all debt-related documents for compliance with laws. Past Budgetary and Fiscal Management Policies. The County's budgetary and fiscal management policies have been carried out in compliance with laws. Annual budgets are closely reviewed by the Board of Commissioners before final approval of budget ordinances. Budget amendments changing a function total or between functions are presented to the Board of Commissioners at regular Board of Commissioners meetings. The Chief Financial Officer presents financial information 1 to Board of Commissioners which shows budget to actual comparisons annually and otherwise as the County Manager deems necessary or as a member of the Board of Commissioners may request. Retirement of Debt. The schedule for issuing the bonds does not require a property tax increase. The schedule for issuance calls for issuing all of the bonds in Fiscal Year 2016, but issuance may be delayed until such time as the County receives sufficient net present value savings therefrom. 1 i 1 1 1 1 Financing Team. The County Manager and the Chief Financial Officer, with advice from the County Attorney, are hereby authorized and directed to (1) retain Parker Poe Adams & Bernstein LLP, Raleigh, North Carolina, as bond counsel, (2)retain PNC Capital Markets LLC, Charlotte, North Carolina, and Stephens Inc., Charlotte, North Carolina, collectively, as underwriters for the bonds, (3)retain First Tryon Advisors, Charlotte, North Carolina, as financial advisor, and (4)approve the selection of Pillsbury Winthrop Shaw Pittman LLP,New York,New York,as counsel to the underwriters. ADOPTED this the 7th day of March, 2016. NEW HANOVER COUNTY cpot)Nry.4,0 0 1. Beth Dawson, Chairman n I 0/0 o ATTEST: I- Is '14 1 ' ' 4.111-P4-ev Teresa Elmore, Clerk to the Board 5 1 1 1 2 STATE OF NORTH CAROLINA SS: COUNTY OF NEW HANOVER I, TERESA ELMORE, Clerk to the Board of Commissioners of the County of New Hanover,North Carolina,DO HEREBY CERTIFY that the foregoing is a true and exact copy of the resolutions titled"A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA MAKING CERTAIN STATEMENTS OF FACT CONCERNING PROPOSED BOND ISSUE"adopted by the Board of Commissioners of the County of New Hanover, North Carolina in regular session convened on the 7th day of March, 2016, as recorded in the minutes of the Board of Commissioners of the County of New Hanover,North Carolina. WITNESS my hand and the seal of the County of New Hanover,North Carolina,this the 7th day of March,2016. cooN7T,4, 0 (SEAL) 0 -1/Li/jec.J fP/Yvt_A‘jz, OA% Teresa Elmore Clerk to the Board of Commissioners 4'i if 1 County of New Hanover,North Carolina ismolll"• 3 1 Exhibit v/ Book - Page A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $64,000,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016 OF THE COUNTY OF NEW HANOVER,NORTH CAROLINA WHEREAS, the Bond Order (as defined below) has been adopted, and it is desirable to make provision for the issuance of the Bonds authorized by the Bond Order; WHEREAS, the County of New Hanover, North Carolina (the "County") desires to issue its General Obligation Refunding Bonds, Series 2016 (the"Bonds") for the purposes described herein and to request that the Local Government Commission of North Carolina (the "Commission") sell the Bonds through a negotiated sale to PNC Capital Markets LLC and Stephens Inc. (collectively, the "Underwriters") in accordance with the terms and conditions set forth in a Bond Purchase Agreement to be dated on or about April 28,2016 (the "Bond Purchase Agreement") among the County, the Commission and the Underwriters; WHEREAS, copies of the forms of the following documents relating to the transactions described above have been filed with the County and have been made available to the Board: 1. the Bond Purchase Agreement; 2. the Preliminary Official Statement with respect to the Bonds to be dated on or about April 19,2016,together with the Official Statement with respect to the Bonds to be dated on or about April 28,2016(collectively,the"Official Statement"); and 3. an Escrow Agreement dated as of May 15, 2016 (the "Escrow Agreement") between the County and U.S. Bank National Association, as escrow agent (the"Escrow Agent"),with respect to the Refunded Bonds(as defined below); NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the County (the"Board")as follows: Section 1. For purposes of this Resolution,the following words have the meanings ascribed to them below: "Refunded Bonds"means, collectively,the Refunded 2007 Bonds,the Refunded 2008 Bonds,the Refunded 2009 Bonds and the Refunded 2010A Bonds (or such portion thereof as identified in the Pricing Certificate)to be defeased and redeemed in accordance with the terms of the Escrow Agreement. "Bond Order" means the Bond Order authorizing the General Obligation Refunding Bonds adopted by the Board on March 7,2016 and effective on its adoption. "Bonds"means the County's General Obligation Refunding Bonds, Series 2016,authorized under the Bond Order. "Code" means the Internal Revenue Code of 1986, as amended. Each reference to a section of the Code herein will be deemed to include the United States Treasury Regulations proposed or in effect with respect thereto. "Escrow Agent"means U.S. Bank National Association,and its successors and assigns. t i PPAB 3132396v2 , 1 I 1 1 i 1 i "Escrow Agreement" means the Escrow Agreement between the County and the Escrow Agent related to the Refunded Bonds. i "Federal Securities" means, to the extent permitted by law, (a) direct obligations of the United States of America for the timely payment of which the full faith and credit of the United States of 1 America is pledged; (b) obligations issued by any agency controlled or supervised by and acting as an 1 1 instrumentality of the United States of America, the timely payment of the principal of and interest on i 1 which is fully guaranteed as full faith and credit obligations of the United States of America (including 1 any securities described in (a) or (b) issued or held in the name of the trustee in book-entry form on the books of the Department of Treasury of the United States of America), which obligations, in either case, are held in the name of a trustee and are not subject to redemption or purchase prior to maturity at the i option of anyone other than the holder; (c) any bonds or other obligations of the State of North Carolina 1 or of any agency, instrumentality or local governmental unit of the State of North Carolina which are (i)not callable prior to maturity or(ii)as to which irrevocable instructions have been given to the trustee I ; or escrow agent with respect to such bonds or other obligations by the obligor to give due notice of I redemption and to call such bonds for redemption on the date or dates specified, and which are rated by 1 Moody's, if the bonds are rated by Moody's, and S&P, if the bonds are rated by S&P, within the highest 4 1 rating category and which are secured as to principal, redemption premium, if any, and interest by a fund I consisting only of cash or bonds or other obligations of the character described in clause (a) or(b)hereof I which fund may be applied only to the payment of such principal of and interest and redemption ; I premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified , I redemption date or dates pursuant to such irrevocable instructions, as appropriate; or(d) direct evidences I of ownership of proportionate interests in future interest and principal payments on specified obligations I described in(a)held by a bank or trust company as custodian,under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor on the ! underlying obligations described in (a), and which underlying obligations are not available to satisfy any I claim of the custodian or any person claiming through the custodian or to whom the custodian may be I obligated. I I I "Moody's" means Moody's Investors Service, a corporation organized and existing under the I laws of the State of Delaware, its successors and their assigns and, if such corporation for any reason no 1 longer performs the functions of a securities rating agency, "Moody's" will be deemed to refer to any other nationally recognized rating agency other than S&P designated by the County. i ; I i "Pricing Certificate" means the certificate of the County's Chief Financial Officer delivered in 4 i connection with the issuance of the Bonds which (1) establishes, with respect to the Bonds, the final I maturity amounts, the interest payment dates and the provisions for redemption, all as agreed on in the I I Bond Purchase Agreement,and(2)identifies the Refunded Bonds. 1 4 I "Refunded 2007 Bonds" means the 2007 Bonds maturing on February 1, 2018 through February 1,2020. I "Refunded 2008 Bonds"means the 2008 Bonds maturing on and after June 1,2019. I I "Refunded 2009 Bonds"means the 2009 Bonds maturing on and after June 1,2020. 1 ° "Refunded 2010A Bonds" means the 2010A Bonds maturing on August 1, 2021, August 1, 2025 I and August 1,2030. , "S&P" means Standard & Poor's Ratings Service, its successors and their assigns and, if such i , i corporation for any reason no longer performs the functions of a securities rating agency, "S&P"will be , 1 4 I 1 PPAB 3132396v2 2 i I I I 1 i 1 I i i I I Ideemed to refer to any other nationally recognized rating agency other than Moody's designated by the i County. I i "2007 Bonds" means $50,000,000 aggregate principal amount of the County's General 1 Obligation School Bonds, Series 2007. ; i "2008 Bonds" means $18,000,000 aggregate principal amount of the County's General 1 Obligation Park and Recreation Bonds, Series 2008. f I "2009 Bonds" means $43,000,000 aggregate principal amount of the County's General i Obligation School Bonds,Series 2009. 4 I I "2010A Bonds" means $53,030,000 aggregate principal amount of the County's General ; Obligation School Bonds, Series 2010A. I 1 I Section 2. The County shall issue its Bonds in an aggregate principal amount not to exceed 1 $64,000,000. ; : 1 J i Section 3. The Bonds shall be dated as of their date of issuance. The Bonds shall pay ; interest semiannually on February 1 and August 1, beginning August 1, 2016, unless the Chief Financial , 1 I Officer establishes different dates in her Pricing Certificate. The Bonds are being issued to refund the ; Refunded Bonds pursuant to and in accordance with the Bond Order. 1 1 Section 4. The Bonds are payable in annual installments on June 1 in each year, unless the ! 1 Chief Financial Officer establishes a different date in her Pricing Certificate. The maturities of the Bonds I will be as set forth in the Pricing Certificate. 1 1 Section 5. The Bonds are to be numbered from "R-1" consecutively and upward and shall I I bear interest from their date at a rate or rates which will be hereafter determined on the sale thereof g i computed on the basis of a 360-day year of twelve 30-day months. I ; i Section 6. The Bonds are to be registered as to principal and interest, and the Chief ; Financial Officer is directed to maintain the registration records with respect thereto. The Bonds shall g ; bear the original or facsimile signatures of the Chairman of the Board or the County Manager and the ; Clerk to the Board. An original or facsimile of the seal of the County is to be imprinted on each of the i Bonds. i 1 i Section 7. The Bonds will initially be issued by means of a book-entry system with no I physical distribution of bond certificates made to the public. One bond certificate for each maturity will g be issued to The Depository Trust Company, New York, New York ("DTC'), and immobilized in its ; : custody. A book-entry system will be employed, evidencing ownership of the Bonds in principal amounts of$5,000 or integral multiples thereof, with transfers of beneficial ownership effected on the ; ; records of DTC and its participants pursuant to rules and procedures established by DTC. Interest on the i ; Bonds will be payable to DTC or its nominee as registered owner of the Bonds in immediately available i funds. The principal of and interest on the Bonds will be payable to owners of Bonds shown on the ; records of DTC at the close of business on the 1 5th day of the month preceding an interest payment date or ; ; a bond payment date. The County will not be responsible or liable for maintaining, supervising or 1 1 reviewing the records maintained by DTC,its participants or persons acting through such participants. ; If (a)DTC determines not to continue to act as securities depository for the Bonds or (b)the ; ; Chief Financial Officer determines that the continuation of the book-entry system of evidence and transfer 4 p i i 1 PPAB 3132396v2 3 1 i i ; 1 1 1 1 i 1 1 of ownership of the Bonds would adversely affect the interests of the beneficial owners of the Bonds,the County will discontinue the book-entry system with DTC. If the County fails to identify another qualified securities depository to replace DTC, the County will authenticate and deliver replacement bonds in accordance with DTC's rules and procedures. Section 8. If the Pricing Certificate designates a date for the Bonds on and after which the i Bonds are subject to redemption,then such Bonds are subject to redemption before maturity,at the option of the County,from any money that may be made available for such purpose,either in whole or in part on any date on or after the date set forth in the Pricing Certificate,at the principal amount of the Bonds to be j redeemed, together with interest accrued thereon to the date fixed for redemption, with such redemption 3 premium, if any,designated for the Bonds in the Pricing Certificate. If the Bonds are subject to optional redemption and if less than all the Bonds are called for 1 redemption, the County shall select the maturity or maturities of the Bonds to be redeemed in such manner as the County in its discretion may determine,and DTC and its participants shall determine which 1 Bonds within a maturity are to be redeemed by lot;provided, however,that the portion of any Bond to be redeemed must be in principal amount of$5,000 or integral multiples thereof and that, in selecting Bonds for redemption,each Bond is to be considered as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by $5,000. When the County elects to redeem any Bonds, notice of such redemption of such Bonds, stating the redemption date, redemption price and identifying i the Bonds or portions thereof to be redeemed by reference to their numbers and further stating that on such redemption date there are due and payable on each Bond or portion thereof so to be redeemed, the principal thereof and interest accrued to the redemption date and that from and after such date interest I thereon shall cease to accrue, is to be given not less than 30 days nor more than 60 days before the iredemption date in writing to DTC or its nominee as the registered owner of such Bonds, by prepaid 1 certified or registered United States mail(or by such other means as may be permitted by DTC's rules and procedures), at the address provided to the County by DTC, but any failure or defect in respect of such mailing will not affect the validity of the redemption. If DTC is not the registered owner of such Bonds, the County will give notice at the time set forth above by prepaid first class United States mail, to the then-registered owners of such Bonds or portions thereof to be redeemed at the last address shown on the 1 registration books kept by the County. The County will also mail or transmit by facsimile or electronic submission a copy of the notice of redemption within the time set forth above (1)to the Commission and (2)to the Municipal Securities Rule Making Board(the"MSRB") in an electronic format as prescribed by the MSRB. i Section 9. The Bonds and the provisions for the registration of the Bonds and for the approval of the Bonds by the Secretary of the Local Government Commission are to be in substantially 1 the form set forth in the Appendix A hereto. i Section 10. The Chief Financial Officer is hereby authorized to execute a no-arbitrage 1 certificate with respect to the Bonds in order to comply with Section 148 of the Code and the applicable Income Tax Regulations thereunder. i Section 11. From the proceeds from the sale of the Bonds, the State Treasurer shall transfer or cause to be transferred on the date the Bonds are issued (1) to the Escrow Agent for deposit in the i Escrow Fund (as defined in the Escrow Agreement) created under the Escrow Agreement, an amount sufficient to defease the Refunded Bonds and(2)to the County the balance of the proceeds from the sale of the Bonds. Any proceeds of the Bonds to be used to pay the costs of issuance of the Bonds shall be accounted for in a separate segregated account held by the County and invested and reinvested by the Chief Financial Officer as permitted by the laws of the State of North Carolina. The Chief Financial Officer shall keep and maintain adequate records pertaining to such account and all disbursements 1 I PPAB 3132396v2 4 1 s 1 ; ; I I 1 ; / therefrom so as to satisfy the requirements of the laws of the State of North Carolina and to assure that the 1 i County maintains its covenants with respect to the exclusion of the interest on the Bonds from gross income for purposes of federal income taxation. To the extent any funds remain in such account 90 days I after the Bonds are issued(or sooner at the discretion of the Chief Financial Officer), the Chief Financial I Officer shall apply them to pay interest on the Bonds on the next interest payment date therefor. 1 1 Section 12. Actions taken by officials of the County to select paying and transfer agents,and I a bond registrar, or alternate or successor agents and registrars pursuant to Section 159E-8 of the IRegistered Public Obligations Act, Chapter 159E of the General Statutes of North Carolina, are hereby I authorized and approved. 1 I 1 Section 13. The Commission is hereby requested to sell the Bonds through a negotiated sale 1 to the Underwriters pursuant to the terms of the Bond Purchase Agreement at a true interest cost not to I exceed 2.80%. The form and content of the Bond Purchase Agreement are in all respects approved and confirmed, and the Chairman of the Board or the County Manager is hereby authorized, empowered and I directed, individually and collectively, to execute and deliver the Bond Purchase Agreement for and on I behalf of the County, including necessary counterparts, in substantially the form and content presented to / 1 the Board, but with such changes, modifications, additions or deletions therein as they may deem I necessary,desirable or appropriate, the execution thereof to constitute conclusive evidence of the Board's I approval of any and all such changes, modifications, additions or deletions therein. From and after the Iexecution and delivery of the Bond Purchase Agreement,the Chairman of the Board,the County Manager I and the Chief Financial Officer are hereby authorized, empowered and directed, individually and collectively,to do all such acts and things and to execute all such documents as may be necessary to carry 1 i out and comply with the provisions of the Bond Purchase Agreement as executed. I 1 Section 14. The Chairman of the Board,the County Manager,the Chief Financial Officer and i 1 the Clerk to the Board of the County are each hereby authorized and directed to cause the Bonds to be I prepared and, when they shall have been duly sold by the Commission, to execute the Bonds and to turn the Bonds over to the registrar and transfer agent of the County for delivery through the facilities of DTC i 1 to the Underwriters. 1 Section 15. The form and content of the Official Statement are in all respects authorized, i approved and confirmed, and the County Manager and Chief Financial Officer are authorized, i Iempowered and directed, individually and collectively, to deliver the Official Statements in substantially i the form and content presented to the Board, but with such changes, modifications, additions or deletions 1 therein as they may deem necessary,desirable or appropriate. , Section 16. The form and content of the Escrow Agreement are in all respects approved and I confirmed, and the Chairman of the Board or the County Manager is hereby authorized, empowered and directed, individually and collectively,to execute and deliver the Escrow Agreement for and on behalf of i the County, including necessary counterparts, in substantially the form and content presented to the IBoard, but with such changes, modifications, additions or deletions therein as they may deem necessary, i desirable or appropriate, the execution thereof to constitute conclusive evidence of the Board's approval Iof any and all such changes, modifications, additions or deletions therein. From and after the execution I and delivery of the Escrow Agreement, the Chairman of the Board, the County Manager and the Chief i Financial Officer are hereby authorized, empowered and directed, individually and collectively, to do all i i such acts and things and to execute all such documents as may be necessary to carry out and comply with Ithe provisions of the Escrow Agreement as executed. I Section 17. The Chairman of the Board,the County Manager,the Chief Financial Officer and ithe Clerk to the Board of the County, individually or collectively, are authorized and directed to execute 1 I I t 1 PPAB 3132396v2 5 I ) ; I I i I i 1 I i i i and deliver for and on behalf of the County any and all additional certificates, documents, opinions or other papers and perform all other acts as may be required by the documents contemplated hereinabove or as may be deemed necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 18. The County agrees, in accordance with Rule 15c2-12 (the "Rule") promulgated by the Securities and Exchange Commission (the "SEC") and for the benefit of the Registered Owners and beneficial owners of the Bonds,to provide to the MSRB: (a) by not later than seven months after the end of each Fiscal Year beginning with the Fiscal Year ending June 30, 2016, the audited financial statements of the County for the preceding Fiscal Year, if available, prepared in accordance with ; Section 159-34 of the General Statutes of North Carolina, as it may be amended from time to time, or any successor statute, or if such audited financial statements are not then available, unaudited financial statements of the County for such Fiscal Year to be I replaced subsequently by audited financial statements of the County to be delivered d 3 within 15 days after such audited financial statements become available for distribution; 1 (b) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ending June 30, 2016, the financial and statistical data as I of a date not earlier than the end of the preceding Fiscal Year for the type of information included under the captions "THE COUNTY—DEBT INFORMATION" and "--TAX 1 INFORMATION" (excluding information on overlapping units) in the Official Statement referred to in Section 15, to the extent such items are not included in the 9 audited financial statements referred to in clause(a)above; i (c) in a timely manner not in excess of 10 business days after the occurrence 1 of the event,notice of any of the following events with respect to the Bonds: 1 (1) principal and interest payment delinquencies; 1 (2) non-payment related defaults,if material; 1 1 (3) unscheduled draws on the debt service reserves reflecting financial difficulties; i (4) unscheduled draws on any credit enhancements reflecting financial difficulties; (5) substitution of any credit or liquidity providers, or their failure to perform; i (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds or other material events affecting 1 the tax status of the Bonds; ; i (7) modification of the rights of the beneficial owners of the Bonds, if material; i PPAB 3132396v2 6 ; i i i I 1 I 1 1 I 1 ; I (8) call of any of the Bonds, if material,and tender offers; ; I (9) defeasance of any of the Bonds; 1 I 1 (10) release, substitution or sale of any property securing repayment of the 1 Bonds,if material; ; I (11) rating changes; I 1 (12) bankruptcy,insolvency, receivership or similar event of the County; (13) the consummation of a merger, consolidation, or acquisition involving ; / the County or the sale of all or substantially all of the assets of the Iobligated person, other than in the ordinary course of business, the entry ; ; into a definitive agreement to undertake such an action or the termination 1 of a definitive agreement relating to such actions, other than pursuant to its terms, if material;and 1 I (14) the appointment of a successor or additional trustee, or the change in the / I name of a trustee,if material; 1 I / (d) in a timely manner, notice of a failure of the County to provide required 1 annual financial information described in(a)or(b)above on or before the date specified. 1 I 1 The County agrees to provide all documents described in this Section in an electronic format as prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. The County may discharge its undertaking described above by providing such information in a manner the I SEC subsequently authorizes in lieu of the manner described above. I I The County agrees that its undertaking under this Section is intended to be for the benefit of the 1 I registered owners and the beneficial owners of the Bonds and is enforceable by any of the registered : owners and the beneficial owners of the Bonds, including an action for specific performance of the County's obligations under this Section, but a failure to comply will not be an event of default and will not result in acceleration of the payment of the Bonds. An action must be instituted, had and maintained 1 in the manner provided in this Section for the benefit of all of the registered owners and beneficial owners of the Bonds. ; i I ; The County may modify from time to time, consistent with the Rule,the information provided or Ithe format of the presentation of such information,to the extent necessary or appropriate in the judgment I of the County,but: 1 1 i (1) any such modification may only be made in connection with a change in Icircumstances that arises from a change in legal requirements, change in law or change in I the identity,nature or status of the County; I 1 I (2) the information to be provided, as modified, would have complied with I the requirements of the Rule as of the date of the Official Statement, after taking into I account any amendments or interpretations of the Rule as well as any changes in I i circumstances;and 1 I (3) any such modification does not materially impair the interest of the / : : ; 1 PPAB 3132396v2 7 1 I i 1 registered owners or the beneficial owners, as determined by nationally recognized bond counsel or by the approving vote of the registered owners of a majority in principal amount of the Bonds. Any annual financial information containing modified operating data or financial information will explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. The provisions of this Section terminate on payment, or provision having been made for payment in a manner consistent with the Rule,in full of the principal of and interest on the Bonds. Section 19. Portions of this Resolution may be amended or supplemented from time to time without the consent of the registered owner of the Bonds if, in the opinion of nationally recognized bond counsel, such amendment or supplement would not adversely affect the interests of the owner of the Bonds and would not cause the interest on the Bonds to be included in the gross income of a recipient thereof for federal income tax purposes. This Resolution may be amended or supplemented with the consent of the owners of a majority in aggregate principal amount of the outstanding Bonds, exclusive of Bonds, if any, owned by the County;provided, however,without the express consent of the owner of any Bond, no modification or amendment to such Bond may reduce the principal amount of such Bond, reduce the interest rate payable on such Bond, extend its maturity or the times for paying interest, change the monetary medium in which principal and interest is payable or reduce the percentage of consent required for amendment or modification. Any act done pursuant to a modification or amendment consented to by the owner of the Bonds is binding on the owner of the Bonds and will not be deemed an infringement of any of the provisions of this Resolution, whatever the character of the act may be, and may be done and performed as fully and freely as if expressly permitted by the terms of this Resolution, and after consent has been given, the owner of the Bonds shall have no right or interest to object to the action, to question its propriety or to enjoin or restrain the County from taking any action pursuant to a modification or amendment. If the County proposes an amendment or supplemental resolution to this Resolution requiring the consent of the owner of the Bonds,the Registrar shall, on being satisfactorily indemnified with respect to expenses, cause notice of the proposed amendment to be sent to such owner by first-class mail, postage prepaid, to the address of such owner as it appears on the registration books; but the failure to receive such notice by mailing by any owner, or any defect in the mailing thereof, will not affect the validity of any proceedings pursuant hereto. Such notice shall briefly set forth the nature of the proposed amendment and shall state that copies thereof are on file at the principal office of the Registrar for inspection by the owner of the Bonds. If, within 60 days or such longer period as shall be prescribed by the County following the giving of such notice, the owner of the Bonds has consented to the proposed amendment,the amendment will be effective as of the date stated in the notice. Section 20. Nothing in this Resolution precludes (a) the payment of the Bonds from the proceeds of refunding bonds or(b)the payment of the Bonds from any legally available funds. If the County causes to be paid, or has made provisions to pay, on maturity or on redemption before maturity, to the owners of the Bonds the principal of the Bonds (including interest to become due thereon)and, premium, if any, on the Bonds, through setting aside trust funds or setting apart in a reserve fund or special trust account created pursuant to this Resolution or otherwise, or through the irrevocable segregation for that purpose in some sinking fund or other fund or trust account with an escrow agent or otherwise, moneys sufficient therefor, including, but not limited to, interest earned or to be earned on Federal Securities,the County shall so notify Moody's and S&P, and then such Bonds shall be considered PPAB 3132396v2 8 1 i 1 ; i ; Ito have been discharged and satisfied, and the principal of the Bonds (including premium, if any, and 1 interest thereon)shall no longer be deemed to be outstanding and unpaid; provided, however,that nothing in this Resolution requires the deposit of more than such Federal Securities as may be sufficient, taking into account both the principal amount of such Federal Securities and the interest to become due thereon, 1 to implement any such defeasance. ! ! ; If such a defeasance occurs and after the County receives an opinion of a nationally recognized I verification firm that the segregated moneys or Federal Securities together with interest earnings thereon are sufficient to effect a defeasance,the County shall execute and deliver all such instruments as may be I necessary to effect such a defeasance and desirable to evidence such release, discharge and satisfaction. 1 Provisions shall be made by the County, for the mailing of a notice to the owners of the Bonds that such i moneys are so available for such payment. i i Section 21. All acts and doings of the Chairman of the Board,the County Manager,the Chief 1 Financial Officer and the Clerk to the Board of the County that are in conformity with the purposes and intents of this Resolution and in the furtherance of the issuance of the Bonds and the execution, delivery I i and performance of the Bond Purchase Agreement are in all respects approved and confirmed. 1 i Section 22. If any one or more of the agreements or provisions herein contained is held contrary to any express provision of law or contrary to the policy of express law, though not expressly 1 I prohibited, or against public policy, or for any reason whatsoever is held invalid, then such covenants, ; agreements or provisions are null and void and separable from the remaining agreements and provisions 1 and will in no way affect the validity of any of the other agreements and provisions hereof or of the Bonds I ; authorized hereunder. i 1 I Section 23. All resolutions or parts thereof of the Board in conflict with the provisions herein I i contained are,to the extent of such conflict,hereby superseded and repealed. ; 1 Section 24. This Resolution is effective on its adoption. i 1 i ADOPTED this the 7th day of March, 2016. 1 NEW HANOVER COUNTY i 1 1 IspON r V,,voN :13€-Y-1-b--- eiA/fAl- Beth Dawson, Chairman 1 so\ n AU ST: 1 JAR/a'etJ t.36.-yvt.,t,e__. Teresa Elmore, Clerk to the Board 1 i i I 1 ; t I ; i I ; 1 i PPAB 3132396v2 9 i i 1 I 1 i STATE OF NORTH CAROLINA ) ss: COUNTY OF NEW HANOVER ) I, TERESA ELMORE, Clerk to the Board of Commissioners of the County of New Hanover,North Carolina,"A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $64,000,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016 OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA" adopted by the Board of Commissioners of the County of New Hanover,North Carolina, at a meeting held on the 7th day of March,2016. WITNESS my hand and the corporate seal of the County of New Hanover, North Carolina, this the 7th day of March,2016. 0�}NTY. Teresa Elmore G '�0,� Clerk to the Board tQ ti County of New Hanover,North Carolina 9 •F�4BUSHED qq 1 y3� PPAB 3132396v2 10 1 I a i 1 APPENDIX A Form of Bond 1 No.R- $ I UNITED STATES OF AMERICA 1 STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER 1 INTEREST RATE MATURITY DATE DATED DATE CUSIP AUGUST 1, MAY 24,2016 IREGISTERED OWNER: CEDE&CO. PRINCIPAL SUM: DOLLARS GENERAL OBLIGATION REFUNDING BOND,SERIES 2016 1 THE COUNTY OF NEW HANOVER, NORTH CAROLINA (the "County") acknowledges itself 1 indebted and for value received hereby promises to pay to the Registered Owner named above, on the Maturity Date specified above, on surrender hereof, the Principal Sum shown above and to pay to the Registered Owner hereof interest thereon from the date of this Bond until it shall mature at the Interest Rate per annum specified above, payable on August 1, 2016 and semiannually thereafter on February 1 1 and August 1 of each year. Principal of and interest on this Bond are payable in immediately available funds to The Depository Trust Company("DTC") or its nominee as registered owner of the Bonds and is payable to the owner of the Bonds shown on the records of DTC at the close of business on the 15th day of the month preceding an interest payment date or a bond payment date. The County is not responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or 1 persons acting through such participants. This Bond is issued in accordance with the Registered Public Obligations Act, Chapter 159E of the General Statutes of North Carolina, and pursuant to The Local Government Finance Act, a bond order adopted by the Board of Commissioners of the County on March 7, 2016 and effective on the date of its adoption. The Bonds are issued to provide funds (1) to pay the costs of refunding in advance of their maturities (a) $7,500,000 aggregate principal amount of the County of New Hanover, North Carolina General Obligation School Bonds, Series 2007 maturing on February 1, 2018 through February 1, 2020, (b) $10,785,000 aggregate principal amount of the County of New Hanover, North Carolina General Obligation Park and Recreation Bonds, Series 2008 maturing on and after June 1, 2019, (c) $29,500,000 aggregate principal amount of the County of New Hanover, North Carolina General Obligation School 1 Bonds, Series 2009 maturing on and after June 1, 2020, and (d) $11,505,000 aggregate principal amount of the County of New Hanover, North Carolina General Obligation Public Improvement Bonds, Series 2010A maturing on August 1, 2021, August 1, 2025 and August 1, 2030; and (2)to pay costs incurred in connection with the issuance of the Bonds. The Bonds maturing on or before August 1, 2026 are not subject to redemption before maturity. 1 The Bonds maturing after August 1, 2026 are subject to redemption before maturity, at the option of the County, from any moneys that may be made available for such purpose, either in whole or in part on any date on or after August 1, 2026, at the principal amount of the Bonds to be redeemed, together with interest accrued thereon to the date fixed for redemption,without premium. A-1 PPAB 3132396v2 S i 1 1 i 1 If less than all the Bonds are called for redemption, the County shall select the maturity or maturities of the Bonds to be redeemed in such manner as the County in its discretion may determine, and DTC and its participants shall determine which Bonds within a maturity are to be redeemed by lot; provided, however,that the portion of any Bond to be redeemed must be in principal amount of$5,000 or integral multiples thereof and that, in selecting Bonds for redemption, each Bond is to be considered as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by $5,000. When the County elects to redeem any Bonds, notice of such redemption of such Bonds, stating the redemption date, redemption price and identifying the Bonds or portions thereof to be redeemed by reference to their numbers and further stating that on such redemption date there are due and payable on each Bond or portion thereof so to be redeemed, the principal thereof and interest accrued to the redemption date and that from and after such date interest thereon shall cease to accrue, is to be given not less than 30 days nor more than 60 days before the redemption date in writing to DTC or its nominee as the registered owner of such Bonds,by prepaid certified or registered United States mail (or by such other means as may be permitted by DTC's rules and procedures), at the address provided to the County by DTC,but any failure or defect in respect of such mailing will not affect the validity of the redemption. If DTC is not the registered owner of such Bonds,the County will give notice at the time set forth above by prepaid first class United States mail, to the then-registered owners of such Bonds or portions thereof to be redeemed at the last address shown on the registration books kept by the County. The County will also mail or transmit by facsimile or electronic submission a copy of the notice of redemption within the time set forth above (1)to the Commission and (2)to the Municipal Securities Rule Making Board (the"MSRB")in an electronic format as prescribed by the MSRB. It is hereby certified and recited that all conditions, acts and things required by the Constitution or statutes of the State of North Carolina to exist, be performed or happen precedent to or in the issuance of this Bond,exist,have been performed and have happened,and that the amount of this Bond,together with all other indebtedness of the County, is within every debt and other limit prescribed by said Constitution or statutes. The faith and credit of the County are hereby pledged to the punctual payment of the principal of and interest on this Bond in accordance with its terms. This Bond is not valid or obligatory for any purpose until the certification hereon has been signed by an authorized representative of the Local Government Commission. IN WITNESS WHEREOF,the County has caused this Bond to bear the original or facsimile of the signatures of the Chairman of the Board of Commissioners of the County and the Clerk to the Board of Commissioners of the County and an original or facsimile of the seal of the County to be imprinted hereon and this Bond to be dated as of the Dated Date above. (SEAL) Clerk to the Chairman, Board of Commissioners Board of Commissioners Date of Execution: May 24,2016 A-2 PPAB 3132396v2 The issue hereof has been approved under the provisions of The Local Government Bond Act. GREG C.GASIUNS Secretary of the Local Government Commission 1 1 A-3 PPAB 3132396v2 FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells,assigns and transfers unto (Please print or typewrite Name and Address, including Zip Code,and Federal Taxpayer Identification or Social Security Number of Assignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature guaranteed by: NOTICE: Signature must be guaranteed by NOTICE: The signature to this assignment must a Participant in the Securities Transfer correspond with the name as it appears on the Agent Medallion Program ("Stamp") or similar program. face of the within Bond in every particular, without alteration, enlargement or any change whatever. TRANSFER FEE MAY BE REQUIRED 3 A-4 PPAB 3132396v2 1 PP AB 3132396v2 1 Exhibit Book XL Pages.' C BOND ORDER AUTHORIZING THE ISSUANCE OF NOT TO EXCEED$64,000,000 GENERAL OBLIGATION REFUNDING BONDS OF THE COUNTY OF NEW HANOVER,NORTH CAROLINA WHEREAS, the County of New Hanover,North Carolina(the "County")has issued$50,000,000 aggregate principal amount of the County of New Hanover, North Carolina General Obligation School Bonds, Series 2007 (the "2007 Bonds"), $18,000,000 aggregate principal amount of the County of New Hanover, North Carolina General Obligation Park and Recreation Bonds, Series 2008 (the "2008 Bonds"), $43,000,000 aggregate principal amount of the County of New Hanover, North Carolina General Obligation School Bonds, Series 2009 (the "2009 Bonds"), and $53,030,000 aggregate principal amount of the County of New Hanover,North Carolina General Obligation Public Improvement Bonds, Series 2010A(the "2010A Bonds"); WHEREAS, the Board of Commissioners (the "Board") of the County deems it advisable to refund $7,500,000 in aggregate principal amount of the 2007 Bonds maturing on February 1, 2018 through February 1,2020(the"Refunded 2007 Bonds"),$10,785,000 in aggregate principal amount of the 2008 Bonds maturing on and after June 1, 2019 (the"Refunded 2008 Bonds"), $29,500,000 in aggregate principal amount of the 2009 Bonds maturing on and after June 1, 2020 (the "Refunded 2009 Bonds"), and$11,505,000 in aggregate principal amount of the 2010A Bonds maturing on August 1, 2021,August 1,2025 and August 1,2030(the"Refunded 2010A Bonds"); WHEREAS, an application has been filed with the Secretary (the "Secretary") of the Local Government Commission of North Carolina(the "Commission") requesting Commission approval of the bonds hereinafter described as required by the Local Government Bond Act, and the Secretary has notified the Board that the application has been accepted for submission to the Commission. NOW, THEREFORE,BE IT ORDERED by the Board of Commissioners of the County of New Hanover,North Carolina,as follows: Section 1. The Board deems it advisable to refund the Refunded 2007 Bonds,the Refunded 2008 Bonds,the Refunded 2009 Bonds,and the Refunded 2010A Bonds. Section 2. To raise the money required to pay the costs of refunding the 2007 Bonds, the 2008 Bonds, the 2009 and the 2010A Bonds as set forth above, General Obligation Refunding Bonds of the County of New Hanover, North Carolina are hereby authorized and shall be issued pursuant to the Local Government Bond Act of North Carolina. The maximum aggregate principal amount of such General Obligation Refunding Bonds authorized by this bond order shall be and not exceed$64,000,000. Section 3. A tax sufficient to pay the principal of and interest on said General Obligation Refunding Bonds when due shall be annually levied and collected. Section 4. A sworn statement of the County's debt has been filed with the Clerk to the Board of Commissioners and is open to public inspection. Section 5. This bond order shall take effect on its adoption. The Clerk to the Board of Commissioners is directed to publish a notice of adoption as prescribed by The Local Government Bond Act, the bond order titled, "BOND ORDER AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $64,000,000 GENERAL OBLIGATION REFUNDING BONDS OF THE COUNTY OF NEW HANOVER,NORTH CAROLINA",which was introduced at the meeting of the Board of Commissioners held on March 7,2016. 1 3 � I ADOPTED this the 7th day of March, 2016. NEW HANOVER COUNTY cOUNTY.4, 44,.41'44,.41' p� Beth Dawson, Chairman o y :a. ATTEST: i P Orvt_tr,_e_.,._ , J 1 4e4). lSHED��• Teresa Elmore, Clerk to the Board II! a 1 i STATE OF NORTH CAROLINA ) SS: COUNTY OF NEW HANOVER ) I, Teresa Elmore, Clerk to the Board of Commissioners of the County of New Hanover, North Carolina, DO HEREBY CERTIFY that the foregoing is a true and exact copy of the bond order titled "BOND ORDER AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $64,000,000 GENERAL OBLIGATION REFUNDING BONDS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA", which was adopted by the Board of Commissioners of the County of New Hanover, North Carolina in regular session convened on the 7th day of March, 2016, as recorded in the minutes of the Board of Commissioners of the County of New Hanover,North Carolina. $ WITNESS my hand and the seal of the County of New Hanover,North Carolina, this the 7 y"h day of March,2016. OLIN TY. I Teres Elmore Clerk to the Board of Commissioners � `. Ne anover,North Carolina • 0.+ecrsHeofrq• ip 1