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