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2018-09-04 RM Exhibits Exhibit Book XLT Page ILlo r NEW HANOVER COUNTY BOARD OF COMMISSIONERS CONSTITUTION WEEK 2018 PROCLAMATION WHEREAS, September 17, 2018 marks the two hundred and thirty-first anniversary of the drafting of the Constitution of the United States of America by the Constitutional Convention; and WHEREAS, it is fitting and proper to officially recognize this magnificent document and the anniversary of its creation; and WHEREAS, it is fitting and proper to officially recognize the patriotic celebrations which will commemorate the occasion; and WHEREAS, Public Law 915 guarantees the issuing of a proclamation each year by the President of the United States of America designating September 17 through 23 as Constitution Week. NOW, THEREFORE, BE IT PROCLAIMED by the New Hanover County Board of Commissioners that September 17 through 23, 2018 be recognized as "Constitution Week" in New Hanover County and ask that citizens reaffirm the ideals the Framers of the Constitution had in 1787. ADOPTED this the 4th day of September, 2018. NEW HANOVER CO LuiJ 4 Woody Whit::, Cha' an ATTEST: /.4 K P berleigh G. VS ell, Clerk to the Board G Exhibit Book �. Page lqL_ RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $71,000,000 COUNTY OF NEw HANOVER, NORTH CAROLINA GENERAL OBLIGATION SCHOOL BONDS, SERIES 2018 WHEREAS, the Bond Order hereinafter -described has been adopted, and it is desirable to make provision for the issuance of the bonds authorized by said Bond Order; NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners (the "Board") of the County of New Hanover, North Carolina (the "County") as follows: Section 1. For purposes of this Resolution, the following words have the meanings ascribed to them below: "Arbitrage and Tax Regulatory Agreement" means the Arbitrage and Tax Regulatory Agreement executed by the County related to the 2018 Bonds. "Bond Order" means the Bond Order authorizing $160,000,000 General Obligation School Bonds, adopted by the Board on August 11, 2014, effective when approved by the voters of the County at a referendum duly called and held on November 4, 2014. "Code" means the Internal Revenue Code of 1986, as amended, and the rulings and regulations (including temporary and proposed regulations) promulgated thereunder, or any successor statute thereto. "Federal Securities " means (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 America is pledged; (b) obligations issued by any agency controlled or supervised by and acting as an instrumentality of the United States of America, the timely payment of the principal of and interest on which is fully guaranteed as full faith and credit obligations of the United States of America (including 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 option of anyone other than the holder; (c) any bonds or other obligations of the State of North Carolina 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 or escrow agent with respect to such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified, and which are rated by Moody's, if the 2018 Bonds are rated by Moody's, S&P, if the 2018 Bonds are rated by S&P and Fitch Ratings, if the 2018 Bonds are rated by Fitch Ratings, within the highest rating category and which are secured as to principal, redemption premium, if any, and interest by a fund consisting only of cash or bonds or other obligations of the character described in clause (a) or (b) hereof which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate; (d) direct evidences of ownership of proportionate interests in future interest and principal payments on specified obligations 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 claim of the custodian or any person claiming through the custodian or to whom the custodian may be obligated; or (e) any other obligations permitted under the laws of the State of North Carolina for the defeasance of local government bonds. PPAB 4357221 v4 "Fiscal Year" means a twelve-month period commencing on the first day of July of any year and ending on the 30th day of June of the succeeding year, or such other twelve-month period which may subsequently be adopted as the Fiscal Year of the County. "Fitch Ratings " means Fitch Ratings Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, and, if such corporation for any reason no longer performs the functions of a securities rating agency, "Fitch Ratings" will refer to any other nationally recognized securities rating agency other than Moody's and S&P designated by the County. "Moody's" means Moody's Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns and, if such corporation for any reason no 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 and Fitch Ratings designated by the County. "Pricing Certificate " means the certificate of the County Chief Financial Officer delivered in connection with the issuance of the 2018 Bonds which establishes the final maturity amounts, the interest payment dates and the provisions for redemption. "Projects " means constructing, improving, and renovating school facilities, specifically including, among other things, the construction and renovation of classroom facilities and district -wide improvements for safety, security, technology and building infrastructure, the acquisition and installation of furnishings and equipment, and the acquisition of land or rights —in —land required therefor, pursuant to and in accordance with the Bond Order. "S&P" means S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC, its successors and their assigns and, if such corporation for any reason no longer performs the functions of a securities rating agency, "S&P" will be deemed to refer to any other nationally recognized rating agency other than Moody's and Fitch Ratings designated by the County. "2018 Bonds" means the County's General Obligation School Bonds, Series 2018 authorized under the Bond Order. Section 2. The County will issue not to exceed $71,000,000 in total aggregate principal amount of its 2018 Bonds. Section 3. The 2018 Bonds will be dated their date of issuance and pay interest semiannually on March 1 and September 1, beginning March 1, 2019, unless the County Chief Financial Officer establishes different dates in her Pricing Certificate. The 2018 Bonds are being issued to provide funds (1) to finance the capital costs of the Projects pursuant to and in accordance with the Bond Order and (2) to pay the costs of issuing the 2018 Bonds. Section 4. The Board has ascertained and hereby determines that the average period of usefulness of the capital projects being financed by the proceeds of the 2018 Bonds is not less than 25 years computed from the date of issuance of the 2018 Bonds. PPAB 4357221 A Section S. Unless changed by the County Chief Financial Officer in her Pricing Certificate, the 2018 Bonds are payable in annual installments on September 1 in each year as provided in the Pricing Certificate. Section 6. The 2018 Bonds will be numbered from "R-1" consecutively and upward. All 2018 Bonds will bear interest from their date at a rate or rates which will be hereafter determined on the sale thereof computed on the basis of a 360-day year, constituting twelve 30-day months. Section 7. The 2018 Bonds will be registered as to principal and interest, and the County Chief Financial Officer is directed to maintain the registration records with respect thereto. The 2018 Bonds will bear the original or facsimile signatures of the County Manager or the Chairman of the Board and the Clerk to the Board of the County. An original or facsimile of the seal of the County will be imprinted on each of the 2018 Bonds. Section 8. The 2018 Bonds will initially be issued by means of a book -entry system with no physical distribution of bond certificates made to the public. One bond certificate for each maturity will 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 2018 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 2018 Bonds will be payable to DTC or its nominee as registered owner of the 2018 Bonds in immediately available funds. The principal of and interest on the 2018 Bonds will be payable to owners of 2018 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 will not be responsible or liable for maintaining, supervising or 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 2018 Bonds or (b) the County Chief Financial Officer determines that the continuation of the book -entry system of evidence and transfer of ownership of the 2018 Bonds would adversely affect the interests of the beneficial owners of the 2018 Bonds, the County will discontinue the book -entry system with DTC in accordance with the rules and procedures of 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 the rules and procedures of DTC. Section 9. Unless changed by the County Chief Financial Officer in her Pricing Certificate, the 2018 Bonds maturing on or before September 1, 2028 will not be subject to redemption prior to maturity. The 2018 Bonds maturing on and after September 1, 2029 will be subject to redemption prior to 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 September 1, 2028, at the redemption price of the principal amount of 2018 Bonds to be so redeemed, plus accrued interest to the redemption date. If less than all of the 2018 Bonds are called for redemption, the County will select the maturity or maturities of the 2018 Bonds to be redeemed in such manner as the County in its discretion may determine and DTC and its participants will determine which of the 2018 Bonds within a maturity will be redeemed in accordance with its rules and procedures; provided, however, that the portion of any 2018 Bond to be redeemed will be in principal amount of $5,000 or integral multiples thereof and that, in selecting 2018 Bonds for redemption, each 2018 Bond will be considered as representing that number of 2018 Bonds which is obtained by dividing the principal amount of such 2018 Bond by $5,000. Whenever the County elects to redeem 2018 Bonds, notice of such redemption of 2018 Bonds, stating the PPAB 4357221v4 redemption date, redemption price and any conditions to the redemption and identifying the 2018 Bonds or portions thereof to be redeemed by reference to their numbers and further stating that on such redemption date there will become due and payable on each 2018 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 will cease to accrue, will 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 the 2018 Bonds, by prepaid certified or registered United States mail (or by such other means as 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, or its nominee, is not the registered owner of the 2018 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 the 2018 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 in electronic format a copy of the notice of redemption within the time set forth above (1) to the Local Government Commission of North Carolina (the "Local Government Commission ") and (2) to the Municipal Rulemaking Securities Board (the "MSRB ") through the Electronic Municipal Market Access ("EMMA ") system. If at the time of mailing of the notice of redemption there is not on deposit money sufficient to redeem the 2018 Bonds called for redemption, such notice may state that it is conditional on the deposit of money for the redemption on the date of redemption as set forth in the notice. Any notice, once given, may be withdrawn by notice delivered in the same manner as the notice of redemption was given. Section 10. The 2018 Bonds and the provisions for the registration of the 2018 Bonds and for the approval of the 2018 Bonds by the Secretary of the Local Government Commission will be in substantially the form set forth in Exhibit A hereto, the terms of which may be changed by the County Chief Financial Officer's Pricing Certificate. Section 11. The County Chief Financial Officer, or her designated representative, is hereby authorized to execute the Arbitrage and Tax Regulatory Agreement in order to comply with Section 148 of the Code and the applicable Income Tax Regulations thereunder. The County covenants that it will not take or permit, or omit to take or cause to be taken, any action that would adversely affect the exclusion from gross income of the recipient therefor for federal income tax purposes of the interest on the 2018 Bonds and, if it should take or permit, or omit to take or cause to be taken, any such action, the County will take or cause to be taken all lawful actions within its power necessary to rescind or convect such actions or omissions promptly on having knowledge thereof. The County covenants that it will comply with all the requirements of Section 148 of the Code, including the rebate requirements, and that it will not permit at any time any of the proceeds of the 2018 Bonds or other funds under their control be used, directly or indirectly, to acquire any asset or obligation, the acquisition of which would cause the 2018 Bonds to be "arbitrage bonds " for purposes of Section 148 of the Code. The County covenants that it will comply with the provisions of the Arbitrage and Tax Regulatory Certificate. Section 12. The County Chief Financial Officer is hereby directed to create and establish a special fund to be designated "County of New Hanover, North Carolina General Obligation School Bonds, Series 2018 Project Fund" (the "Project Fund") and may establish separate accounts within the Project Fund to track the expenditures related to each of the Projects. The County Chief Financial Officer will deposit the proceeds from the sale of the 2018 Bonds in the Project Fund. The County Chief Financial Officer will invest and reinvest any money held in the Project Fund as permitted by the laws of the State of North Carolina and the income, to the extent permitted by the Code, will be retained in the Project Fund and applied with the proceeds of the 2018 Bonds to pay the costs of the Projects, as directed by the County Chief Financial Officer. The County Chief Financial Officer will keep and maintain adequate records pertaining to the Project Fund and all disbursements therefrom so as to satisfy the PPAB 4357221v4 requirements of the laws of the State of North Carolina and to assure that the County maintains its covenants with respect to the exclusion of the interest on the 2018 Bonds from gross income for purposes of federal income taxation. Section 13. Actions taken by officials of the County to select paying and transfer agents, and a bond registrar, or alternate or successor agents and registrars pursuant to Section 159E-8 of the Registered Public Obligations Act, Chapter 159E of the General Statutes of North Carolina, as amended, are hereby authorized and approved. Section 14. The Local Government Commission is hereby requested to sell the 2018 Bonds through a competitive sale to the bidder whose bid results in the lowest interest cost to the County, determined on the basis of the net interest cost method. Section 15. The Chairman of the Board, the County Manager, the Clerk to the Board and the County Chief Financial Officer, individually and collectively (the `Authorized Officers"), are hereby authorized, empowered and directed to cause the 2018 Bonds to be prepared and, when they have been duly sold by the Local Government Commission, to execute the 2018 Bonds and to turn the 2018 Bonds over to the registrar and transfer agent of the County, if any, for delivery through the facilities of DTC to the purchaser or purchasers to whom they may be sold by the Local Government Commission. Section 16. The form and content of the Notice of Sale related to the 2018 Bonds, the Preliminary Official Statement related to 2018 Bonds (the "Preliminary Official Statement") and the Final Official Statement related to the 2018 Bonds (the "Final Official Statement" and together with the Preliminary Official Statement, the "Official Statement") are in all respects authorized, approved and confirmed. The Authorized Officers are authorized, empowered and directed to execute and deliver the Official Statement in substantially the form and content presented to the Board, but with such changes, modifications, additions or deletions therein as to them seem necessary, desirable or appropriate, their execution thereof to constitute conclusive evidence of the approval of the Board of any and all changes, modifications, additions or deletions therein from the form and content of the Official Statement presented to the Board. Section 17. The Authorized Officers, are authorized, empowered and directed to execute 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 2018 Bonds, to provide to the MSRB: (1) by not later than seven months from the end of each Fiscal Year, beginning with the Fiscal Year ended June 30, 2018, 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 replaced subsequently by audited financial statements of the County to be delivered within 15 days after such audited financial statements become available for distribution; PPAB 4357221 v4 (2) by not later than seven months from the end of each Fiscal Year, beginning with the Fiscal Year ended June 30, 2018, the financial and statistical data as 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 INFORMATION" (excluding information on overlapping units and the subsection entitled Debt Outlook) in the Official Statement; (3) in a timely manner not in excess of 10 business days after the occurrence of the event, to the MSRB, notice of any of the following events with respect to the 2018 Bonds: (a) principal and interest payment delinquencies; (b) non-payment related defaults, if material; (c) unscheduled draws on the debt service reserves reflecting financial difficulties; (d) unscheduled draws on any credit enhancements reflecting financial difficulties; (e) substitution of any credit or liquidity providers, or their failure to perform; (f) 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 2018 Bonds or other material events affecting the tax status of the 2018 Bonds; (g) modification of the rights of the beneficial owners of the 2018 Bonds, if material; (h) call of any of the 2018 Bonds, other than mandatory sinking fund redemptions, if material, and tender offers; (i) defeasance of any of the 2018 Bonds; 0) release, substitution or sale of any property securing repayment of the 2018 Bonds, if material; (k) rating changes; (1) bankruptcy, insolvency, receivership or similar event of the County; (m) the consummation of a merger, consolidation, or acquisition involving the County or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to such actions, other than pursuant to its terms, if material; and (n) the appointment of a successor or additional trustee, or the change in the name of a trustee, if material; and 6 PPAB 4357221 v4 (4) in a timely manner to the MSRB, notice of the failure by the County to provide the required annual financial information described in (1) and (2) above on or before the date specified. The County agrees that its undertaking under this Section is intended to be for the benefit of the registered owners and the beneficial owners of the 2018 Bonds and is enforceable by any of the registered owners and the beneficial owners of the 2018 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 2018 Bonds. An action must be instituted, had and maintained in the manner provided in this Section for the benefit of all of the registered owners and beneficial owners of the 2018 Bonds. All documents provided to the MSRB as described in this Section will be provided 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 SEC subsequently authorizes in lieu of the manner described above. The County may modify from time to time, consistent with the Rule, the information provided or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the County, but: (1) any such modification can only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the County; (2) the information to be provided, as modified, must have complied with the requirements of the Rule as of the date of the Official Statement, after taking into account any amendments or interpretations of the Rule as well as any changes in circumstances; (3) any such modification must not materially impair the interest of the 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 2018 Bonds. Any annual financial information containing modified operating data or financial information must 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 2018 Bonds. Section 19. Those portions of this Resolution other than Section 18 may be amended or supplemented, from time to time, without the consent of the owners of the 2018 Bonds if in the opinion of nationally recognized bond counsel, such amendment or supplement would not adversely affect the interests of the owners of the 2018 Bonds and would not cause the interest on the 2018 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 2018 Bonds, exclusive of 2018 Bonds, if any, owned by the County, but a modification or amendment (1) may not, without the express consent of any owner of 2018 Bonds, reduce the principal amount of any 2018 Bond, reduce the interest rate payable on it, extend its maturity or the times for PPAB 4357221v4 paying interest, change the monetary medium in which principal and interest is payable, or reduce the percentage of consent required for amendment or modification and (2) as to an amendment to Section 18, must be limited as described therein. Any act done pursuant to a modification or amendment consented to by the owners of the 2018 Bonds is binding on all owners of the 2018 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. After consent has been given, no owner of a 2018 Bond has any 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 owners of the 2018 Bonds, the registrar for the 2018 Bonds will, on being satisfactorily indemnified with respect to expenses, cause notice of the proposed amendment to be sent to each owner of the 2018 Bonds then outstanding 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 will briefly set forth the nature of the proposed amendment and will state that copies thereof are on file at the designated office of the registrar for the 2018 Bonds for inspection by all owners of the 2018 Bonds. If, within 60 days or such longer period as may be prescribed by the County following the giving of such notice, the owners of a majority in aggregate principal amount of 2018 Bonds then outstanding have 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 2018 Bonds from the proceeds of refunding bonds or (b) the payment of the 2018 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 2018 Bonds the principal of the 2018 Bonds (including accrued interest thereon), 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, money sufficient therefor, including, but not limited to, interest earned or to be earned on Federal Securities, the County will so notify Moody's, S&P and Fitch Ratings, as applicable, and then such 2018 Bonds will be considered to have been discharged and satisfied, and the principal of the 2018 Bonds (including accrued interest thereon) will 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 earned thereon, to implement any such defeasance. If such a defeasance occurs and after the County receives an opinion of a nationally recognized accounting or verification firm that the segregated money or Federal Securities together with interest earnings thereon is sufficient to effect a defeasance, the County will execute and deliver all such instruments as may be necessary to effect such a defeasance and desirable to evidence such release, discharge and satisfaction. The County will make provisions for the mailing of a notice to the owners of the 2018 Bonds that such money is available for such payment. Section 21. 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 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 PPAB 4357221 v4 and will in no way affect the validity of any of the other agreements and provisions hereof or of the 2018 Bonds authorized hereunder. Section 22. All resolutions or parts thereof of the Board in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. Section 23. This Resolution is effective on its adoption. PASSED, ADOPTED AND APPROVED this 4th day of September, 2018. PPAB 4357221v4 STATE OF NORTH CAROLINA SS: COUNTY OF NEW HANOVER I, Kym Crowell, Clerk to the Board of Commissioners of the County of New Hanover, North Carolina, DO HEREBY CERTIFY the attached to be a true and correct copy of a Resolution entitled, "RESOLUTION OF THE BOARD OF THE COUNTY OF NEW HANOVER, NORTH CAROLINA PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $71,000,000 COUNTY OF NEW HANOVER, NORTH CAROLINA GENERAL OBLIGATION SCHOOL BONDS, SERIES 2018" adopted by the Board of the County of New Hanover, North Carolina at a regular meeting held on the 4th day of September, 2018. N WIT SS WH REOF, I have hereunto set my hand and affixed the seal of said County, this the day of , 2018. (SEAL) o�N7Y. lk�� G tio Ky�to ell Clee Board of Commissioners County of New Hanover, North Carolina o •E�gBf I51It 10 PPAB 4357221v4 No. R- APPENDIX A FORM OF 2018 BOND UNITED STATES OF AMERICA STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER INTEREST RATE MATURITY DATE DATED DATE CUSIP SEPTEMBER 1, 20_ OCTOBER 18, 2018 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS GENERAL OBLIGATION SCHOOL BOND, SERIES 2018 THE COUNTY OF NEW HANOVER, NORTH CAROLINA (the "County") acknowledges itself indebted and for value received hereby promises to pay to the Registered Owner named above, on the Maturity Date specified above, upon surrender hereof, the Principal Sum shown above and to pay to the Registered Owner hereof interest thereon from the date of this 2018 Bond until it matures at the Interest Rate per annum specified above, payable on March 1, 2019 and semiannually thereafter on September 1 and March 1 of each year. Principal of and interest on this 2018 Bond are payable in immediately available funds to The Depository Trust Company ( "DTC ") or its nominee as registered owner of the 2018 Bonds and is payable to the owner of the 2018 Bonds shown on the records of DTC at the close of business on the 15'' 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 persons acting through such participants. This 2018 Bond is issued in accordance with the Registered Public Obligations Act, Chapter 159E of the General Statutes of North Carolina, as amended, and pursuant to The Local Government Finance Act, as amended and the Bond Order adopted by the Board of Commissioners of the County (the "Board") and approved by the vote of a majority of the voters who voted thereon at a referendum duly called and held. The 2018 Bonds are being issued to provide funds to (1) finance the capital costs of constructing, improving, and renovating school facilities, specifically including, among other things, the construction and renovation of classroom facilities and district -wide improvements for safety, security, technology and building infrastructure, the acquisition and installation of furnishings and equipment, and the acquisition of land or rights —in —land required therefor (the "Projects ") and (2) pay the costs of issuing the 2018 Bonds. The 2018 Bonds maturing on or before September 1, 2028 will not be subject to redemption prior to maturity. The 2018 Bonds maturing on and after September 1, 2029 will be subject to redemption prior to 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 September 1, 2028, at the redemption price of the principal amount of 2018 Bonds to be so redeemed, plus accrued interest to the redemption date. If less than all of the 2018 Bonds are called for redemption, the County will select the maturity or maturities of the 2018 Bonds to be redeemed in such manner as the County in its discretion may A-1 PPAB 4357221v4 determine and DTC and its participants will determine which of the 2018 Bonds within a maturity will be redeemed in accordance with its rules and procedures; provided, however, that the portion of any 2018 Bond to be redeemed will be in principal amount of $5,000 or integral multiples thereof and that, in selecting 2018 Bonds for redemption, each 2018 Bond will be considered as representing that number of 2018 Bonds which is obtained by dividing the principal amount of such 2018 Bond by $5,000. Whenever the County elects to redeem 2018 Bonds, notice of such redemption of 2018 Bonds, stating the redemption date, redemption price and any conditions to the redemption and identifying the 2018 Bonds or portions thereof to be redeemed by reference to their numbers and further stating that on such redemption date there will become due and payable on each 2018 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 will cease to accrue, will 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 the 2018 Bonds, by prepaid certified or registered United States mail (or by such other means as 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, or its nominee, is not the registered owner of the 2018 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 the 2018 Bonds or portions thereof to be redeemed at the last address shown on the registration books kept by the County. 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 2018 Bond, exist, have been performed and have happened, and that the amount of this 2018 Bond, together with all other indebtedness of the County, is within every debt and other limit prescribed by said constitution or statutes of the State of North Carolina. The faith and credit of the County are hereby pledged to the punctual payment of the principal of and interest on this 2018 Bond in accordance with its terms. This 2018 Bond will not be valid or become obligatory for any purpose until the certification hereon is signed by an authorized representative of the Local Government Commission. [SIGNATURES BEGIN ON FOLLOWING PAGE] 2 PPAB 4357221 v4 IN WITNESS WHEREOF, the County has caused this 2018 Bond to bear the original or facsimile of the signatures of the following officers of the County and an original or facsimile of the seal of the County to be imprinted hereon and this 2018 Bond to be dated its date of issuance. (SEAL) Clerk to the Board of Commissioners Chairman of the Board of Commissioners Date of Execution: October 18, 2018 The issue hereof has been approved under the provisions of The Local Government Bond Act. Secretary of the Local Government Commission PPAB 4357221v4 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 2018 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to register the transfer of the within 2018 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 a Participant in the Securities Transfer Agent Medallion Program ("Stamp") or similar program. NOTICE: The signature to this assignment must correspond with the name as it appears on the face of the within Bond in every particular, without alteration, enlargement or any change whatever. TRANSFER FEE MAY BE REQUIRED PPAB 4357221v4