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HomeMy WebLinkAbout2013/03/04 RESOLUTION & Bond Documentation WCWS Dist of Harnett Cty Gen Oblig Refunding Water & Sewer BondsWest Central Water and Sewer District of Harnett County, North Carolina General Obligation Refunding Water and Sewer Bonds Bond Documentation PPAB 2057285v2 EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS A regular meeting of the Board of Commissioners of the County of Harnett, North Carolina (the "Board'), sitting as the governing body of the West Central Water and Sewer District of Harnett County, North Carolina, was duly held on Monday, March 4, 2013, at 9:00 a.m. in the County Commissioners' Meeting Room, Harnett County Administration Building, 102 East Front Street, Lillington, North Carolina, Jim Burgin, Chairman of the Board, presiding and the following Commissioners present: Commissioners Absent: Jim Burgin, Chairman Gary House, Vice Chairman Beatrice Hill, Commissioner Joe Miller, Commissioner C. Gordon Springle, Commissioner Also Present: Joseph Jeffries, Interim County Manager Tony Wilder, Deputy County Manager Dwight Snow, County Attorney Kimberly Honeycutt, Deputy Finance Officer Margaret Regina Wheeler, Clerk Commissioner Hill introduced the following resolution, a summary of which had been provided to each Commissioner, a copy of which was available with the Clerk to the Board and which was read by title: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, SITTING AS THE GOVERNING BODY OF THE WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA, MAKING CERTAIN STATEMENTS OF FACT CONCERNING PROPOSED BOND ISSUE WHEREAS, the Board of Commissioners (the "Board') of the County of Harnett (the "County "), sitting as the governing body of the West Central Water and Sewer District of Harnett County, North Carolina (the "District "), is considering the issuance of bonds of the District which shall be for the following purposes and in the following maximum amount: Not to exceed $2,000,000 of General Obligation Refunding Water and Sewer Bonds to pay the costs of refunding in advance of their maturities $1,540,000 aggregate principal amount of the District's General Obligation Refunding Bonds, Series 2004 maturing on and after June 1, 2015. WHEREAS, certain findings of fact by the Board must be presented to enable the Local Government Commission of the State of North Carolina (the "Commission ") to make certain determinations as set forth in Article 4 of Chapter 159 of the General Statutes, Section 52. NOW, THEREFORE, BE IT RESOLVED that the Board meeting in open session on the 4'" day of March, 2013, has made the following factual findings in regard to this matter: PPAB 2057285v2 A. Facts Regarding Necessity of Proposed Financing. The proposed bonds are necessary and expedient to lower debt service costs to the District. B. Facts Supporting the Amount of Bonds Proposed. The sums estimated for these bonds are adequate and not excessive for the proposed purpose. C. Past Debt Management Polices. The District's debt management policies and procedures are in compliance with the law. D. No Default. The District is not in default on any of its debt obligations. E. Issuance 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 ending June 30, 2013, but issuance may be delayed until such time as the County receives sufficient net present value savings therefrom: F. Financing Team, Application to Local Government Commission, Other Actions. The County Manager, the Finance Officer and the Deputy, Finance Officer, on behalf of the District, are hereby authorized and directed (1) to retain Parker Poe Adams & Bernstein LLP, as bond counsel, and (2) to apply for approval of the proposed bonds with the Commission and to take all other actions necessary to accomplish the refunding transactions as set forth Herein. The Deputy Finance Officer is hereby authorized and directed to complete and file with the Clerk to the Board a sworn statement of the District's debt. All actions of the Count- Manager, the Finance Officer and the Deputy Finance Officer, each acting on behalf of the District, that are in conformity with the purposes and intent of this Resolution are in all respects ratified, approved and confirmed. Upon motion of Commissioner Hill, and seconded by Commissioner Springle, the foregoing order titled: "A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, SITTING AS THE GOVERNING BODY OF THE WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA, MAKING CERTAIN STATEMENTS OF FACT CONCERNING PROPOSED BOND ISSUE" was adopted by the following vote: AYES: 5 NAYS: 0 PASSED, ADOPTED AND APPROVED this 4 "' day of March, 2013. PPAB 2057285v2 STATE OF NORTH CAROLINA SS: COUNTY OF HARNETT I, Margaret Regina Wheeler, Clerk to the Board of Commissioners of the County of Harnett, 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 HARNETT, NORTH CAROLINA, SITTING AS THE GOVERNING BODY OF THE WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA, MAKING CERTAIN STATEMENTS OF FACT CONCERNING PROPOSED BOND ISSUE" adopted by the Board of Commissioners of the County of Harnett, North Carolina, sitting as the governing body of the West Central Water and Sewer District of Harnett County, North Carolina, in a regular meeting duly held on the 41" day of March, 2013. WITNESS my hand and the seal of said District, this the 4 °i day of March, 2013. (DISTRICT SEAL) Margar Regina Whee ,•,,,, Clerk 41 he Board of mmissioners ,.•'`.� r? ': _?•, County of Hamett, North Carolina �ISi u. PPAB 2057285v2 EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS A regular meeting of the Board of Commissioners of the County of Harnett, North Carolina (the "Board"), sitting as the governing body of the West Central Water and Sewer District of Harnett County, North Carolina, was duly held on Monday, March 4, 2013, at 9:00 a.m. in the County Commissioners' Meeting Room, Harnett County Administration Building, 102 East Front Street, Lillington, North Carolina, Jim Burgin, Chairman of the Board, presiding and the following Commissioners present: Commissioners Absent: Jim Burgin, Chairman Gary House, Vice Chairman Beatrice Hill, Commissioner Joe Miller, Commissioner C. Gordon Springle, Commissioner Also Present: Joseph Jeffries, Interim County Manager Tony Wilder, Deputy County Manager Dwight Snow, County Attorney Kimberly Honeycutt, Deputy Finance Officer Margaret Regina Wheeler, Clerk • rt * * s � r + Commissioner Hill introduced the following bond order by reading the title thereof: BOND ORDER AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $2,000,000 GENERAL OBLIGATION REFUNDING WATER AND SEWER BONDS OF THE WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA WHEREAS, the West Central Water and Sewer District of Harnett County, North Carolina (the "District') has previously issued its $2,305,000 General Obligation Refunding Bonds, Series 2004 (the "2004 Bonds "); WHEREAS, the Board of Commissioners (the "Board") of the County of Harnett, North Carolina (the "County "), sitting as the governing body of the District, deems it advisable to refund in advance of their maturities $1,540,000 in aggregate principal amount of the 2004 Bonds maturing on and after June 1, 2015 (the "Refunded Bonds "); WHEREAS, an application has been filed with the Secretary (the "Secretar)") of the Local Government Commission of North Carolina (the "Commission ") requesting the Commission's approval of the bonds described below as required by the Local Government Bond Act of North Carolina, 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 Harnett, North Carolina, sitting as the governing body of the West Central Water and Sewer District of Harnett County, North Carolina, as follows: Section 1. The Board deems it advisable to refund in advance of their maturities the Refunded Bonds. PPAB 2057285%2 Section 2. To raise the money required to pay the costs of refunding the Refunded Bonds, General Obligation Refunding Water and Sewer Bonds of the West Central Water and Sewer District of Harnett County, North Carolina (the "Bands ") are hereby authorized and shall be issued pursuant to the Local Government Bond Act of North Carolina. The maximum aggregate principal amount of the Bonds authorized by this bond order shall be and not exceed $2,000,000. Section 3. An ad valorem tax shall be levied to pay the principal of and interest on the Bonds when due, which shall be annually levied and collected. Section 4. A sworn statement of the District's debt has been filed with the Clerk to the Board and is open to public inspection. Section 5. This bond order shall take effect on its adoption. The Clerk to the Board 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 $2,000,000 GENERAL OBLIGATION REFUNDING WATER AND SEWER BONDS OF THE WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA ", which was introduced at the meeting of the Board held on March 4, 2013. On motion of Commissioner Hill, and seconded by Commissioner Springle, the foregoing order titled: "BOND ORDER AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $2,000,000 GENERAL OBLIGATION REFUNDING WATER AND SEWER BONDS OF THE WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA" was adopted by the following vote: AYES: NAYS: PASSED, ADOPTED AND APPROVED this 4 "' day of March, 2013. PPAB 2057285x2 STATE OF NORTH CAROLINA SS: COUNTY OF HARNETT 1, Margaret Regina Wheeler, Clerk to the Board of Commissioners of the County of Harnett, 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 $2,000,000 GENERAL OBLIGATION REFUNDING WATER AND SEWER BONDS OF THE WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA," which was adopted by the Board of Commissioners of the County of Harnett, North Carolina, sitting as the governing body of the West Central Water and Sewer District of Harnett County, North Carolina, in regular meeting duly held on the 4 °i day of March, 2013. W/TNESS my hand and the seal of said District, this the 4 °i day of March, 2013. (DISTRICT SEAL) �.Y PPAB 2057285v2 Clerk the Board cf ]Commissioners Coun of Harnett, N6rth Carolina BOND ORDER AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $2,000,000 GENERAL OBLIGATION REFUNDING WATER AND SEWER BONDS OF THE WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA WHEREAS, the West Central Water and Sewer District of Harnett County, North Carolina (the "District ") has previously issued its $2,305,000 General Obligation Refunding Bonds, Series 2004 (the "2004 Bonds "): WHEREAS, the Board of Commissioners (the "Board") of the County of Harnett, North Carolina (the "County "), sitting as the governing body of the District, deems it advisable to refund in advance of their maturities $1,540,000 in aggregate principal amount of the 2004 Bonds maturing on and after June 1, 2015 (the "Refunded Bonds "); WHEREAS, an application has been filed with the Secretary (the "Secretary ") of the Local Government Commission of North Carolina (the "Commission ") requesting the Commission's approval of the bonds described below as required by the Local Government Bond Act of North Carolina, 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 Harnett, North Carolina, sitting as the governing body of the West Central Water and Sewer District of Harnett County, North Carolina, as follows: Section I. The Board deems it advisable to refund in advance of their maturities the Refunded Bonds. Section 2. To raise the money required to pay the costs of refunding the Refunded Bonds, General Obligation Refunding Water and Sewer Bonds of the West Central Water and Sewer District of Harnett County, North Carolina (the "Bonds ") are hereby authorized and shall be issued pursuant to the Local Government Bond Act of North Carolina. The maximum aggregate principal amount of the Bonds authorized by this bond order shall be and not exceed $2,000,000. Section 3. An ad valorem tax shall be levied to pay the principal of and interest on the Bonds when due, which shall be annually levied and collected. Section 4. A sworn statement of the District's debt has been filed with the Clerk to the Board and is open to public inspection. Section S. This bond order shall take effect on its adoption The foregoing order was adopted on the 4 °i day of March, 2013 and is hereby published this 19 °' day of March, 2013. Any action or proceeding questioning the validity of the order must be begun within 30 days after the date of publication of this notice. /! /c�AA (DISTRICT SEAL) Marg�et Regina Wl*eler Cler o the Board of Commissioners ` County of Harnett, North Carolina PPAB Sworn Statement of Debt Made pursuant to the Local Government Bond Act, as Amended, For the West Central Water and Sewer District of Harnett County, North Carolina I, Kimberly Honeycutt, Deputy Finance Officer of the County of Harnett, North Carolina (the "County "), having been designated by the Board of Commissioners (the "Board") for the County, sitting as the governing body of the West Central Water and Sewer District of Harnett County, North Carolina (the "District'), to make and to file in the office of the Clerk to the Board a statement of debt of the District pursuant to the Local Government Bond Act, as amended, Do HEREBY CERTIFY that the following is a true statement as shown by the books in my office relating to the District, not taking into consideration any debt incurred or to be incurred in anticipation of bonds other than funding and refunding bonds. Kimberly Honey tt, Deputy inance Officer County of Hame , North C ina Sworn to and subscribed before me on the day of the date of said staten }1A Di ~. (Notary Public) My o missio r s the ffday of STATEMENT OF DEBT OF THE WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA, MADE AND FILED PURSUANT TO SECTION 159 -55 OF THE LOCAL GOVERNMENT BOND ACT, AFTER THE INTRODUCTION OF THE BOND ORDER AUTHORIZING THE ISSUANCE OF $2,000,000 GENERAL OBLIGATION REFUNDING WATER AND SEWER BONDS INTRODUCED AT A MEETING OF THE GOVERNING BODY OF SAID DISTRICT, HELD ON THE 4T" DAY OF MARCH, 2013. (A) Gross debt as listed in the attached "Schedule of $3,710,000 Gross Debt ". (B) Deductions to be made from Gross Debt as listed in $3,710,000 the attached "Schedule of Deductions ". (C) Net Debt being the difference between the Gross $0 Debt (A) and Deductions (B). (D) Appraised Value of property subject to taxation. $311,184,685 (E) Percentage that net debt bears to the appraised value 0% of property subject to taxation. (1) (2) West Central Water and Sewer District of Harnett County, North Carolina Schedule of Gross Debt (The debt described below should not include debt incurred or to be incurred in anticipation of the collection of taxes or other revenues or in anticipation of the sale of bonds other than funding and refunding bonds. The debt described below should not include revenue bonds.) Bonds authorized by orders introduced but not yet adopted: PURPOSE AMOUNT General Obligation Refunding Water and $2,000,000 Sewer Bonds TOTAL Unissued bonds authorized by adopted orders: PURPOSE (3) Outstanding debt not evidenced by bonds: PURPOSE (4) Outstanding debt evidenced by bonds: PURPOSE TOTAL AMOUNT $0 AMOUNT $0 TOTAL AMOUNT General Obligation Water and Sewer Bonds $1,710,000 TOTAL TOTAL GROSS DEBT $2,000,000 $0 $0 $1,710,000 $3,710,000 West Central Water and Sewer District of Hamett County, North Carolina Schedule of Deductions (A) Funding and refunding bonds authorized by orders $2,000,000 introduced but not yet adopted. (B) Funding and refunding bonds authorized but not issued. $0 (C) Amount held in sinking funds or otherwise for the payment $0 of gross debt other than debt incurred for water, gas, electric light or power purposes or sanitary sewer purposes (to the extent deductible by subsection (b) of Section 159 -55 of the Local Government Bond Act). (D) Bonded debt included in gross debt and incurred or to be $1,710,000 incurred for water, gas or electric light or power purposes. (E) Bonded debt included in gross debt and incurred or to be $0 incurred for sanitary sewer system purposes (to the extent deductible by subsection (b) of Section 159 -55 of the Local Government Bond Act). (F) Uncollected special assessments levied or to be levied for $0 local improvements for which gross debt was or is to be incurred, to the extent to be applied to the payment of such gross debt. (G) Estimate of special assessments to be levied for local $0 improvements for which any part of gross debt (that is not otherwise deducted) was or is to be incurred, to the extent that the special assessments, when collected, will be applied to the payment of any part of debt. TOTAL $3,710,000 STATE OF NORTH CAROLINA SS: COUNTY OF HARNETT I, Margaret Regina Wheeler, Clerk to the Board of Commissioners of the County of Harnett, North Carolina, in its capacity as the governing body of the West Central Water and Sewer District of Harnett County, North Carolina, a political subdivision validly organized and existing under the Constitution and laws of the State of North Carolina, hereby certify that the foregoing statement and accompanying affidavit were filed in my office on the 4`" day of March, 2013. (DISTRICT SEAL) ,1110 „ Margar t Regina W eler Clerk { the Board of Commissioners • County of Harnett, North Carolina ••�+a . r=. X11. EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS A regular meeting of the Board of Commissioners of the County of Harnett, North Carolina (the "Board"), sitting as the governing body of the West Central Water and Sewer District of Harnett County, North Carolina, was duly held on Monday, March 4, 2013, at 9:00 a.m. in the County Commissioners' Meeting Room, Harnett County Administration Building, 102 East Front Street, Lillington, North Carolina, Jim Burgin, Chairman of the Board, presiding and the following Commissioners present: Commissioners Absent: Jim Burgin, Chairman Gary House, Vice Chairman Beatrice Hill, Commissioner Joe Miller, Commissioner C. Gordon Springle, Commissioner Also Present: Joseph Jeffries, Interim County Manager Tony Wilder, Deputy County Manager Dwight Snow, County Attorney Kimberly Honeycutt, Deputy Finance Officer Margaret Regina Wheeler, Clerk Commissioner Hill introduced the following resolution, a summary of which had been provided to each Commissioner, a copy of which was available with the Clerk to the Board and which was read by title: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, SITTING AS THE GOVERNING BODY OF THE WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA, PROVIDING FOR THE ISSUANCE OF A NOT TO EXCEED $2,000,000 GENERAL OBLIGATION REFUNDING WATER AND SEWER BOND, SERIES 2013 OF THE WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA WHEREAS, the bond order described below (the "Bond Order') has been adopted, and it is desirable to make provision for the issuance of the Bond authorized by the Bond Order, and WHEREAS, the West Central Water and Sewer District of Harnett County, North Carolina (the "District "), desires to issue its General Obligation Refunding Water and Sewer Bond, Series 2013 (the `Bond") and desires to request that the Local Government Commission (the "Commission ") sell the Bond through a negotiated sale to the County of Harnett, North Carolina (the "Coratry ") in accordance with the terms and conditions set forth in a District Bond Purchase Agreement to be dated on or about April 24, 2013 (the "District Bond Purchase Agreement') among the District, the Commission and the County, a copy of which has been filed with the County and made available to the Board of Commissioners of the County (the `Board"), sitting as the governing body of the District; WHEREAS, LOBS (as defined below) will be simultaneously executed and delivered to facilitate the County's purchase of the Bond, among other purposes. PPAB 2057285v2 NOW, THEREFORE, BE IT RESOL VED by the Board as follows: Section 1. For purposes of this Resolution, the following words have the meanings ascribed to them below: "Bond" means the District's General Obligation Refunding Water and Sewer Bond, Series 2013, authorized under the Bond Order. "Bond Order" the Bond Order authorizing the General Obligation Refunding Water and Sewer Bond adopted by the Board on March 4, 2013, effective on its adoption. "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 in effect with respect thereto. "Escrow Agent" means U.S. Bank National Association and its successors or assigns, as escrow agent under the Escrow Agreement. "Escrow Agreement" means an Escrow Agreement dated as of April 1, 2013 between the County and the Escrow Agent. "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 clause (a) or (b) hereof issued or held in the name of a 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; or (c) direct evidences of ownership of proportionate interests in future interest and principal payments on specified obligations described in clause (a) hereof 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 clause (a) hereof, 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. "Indenture" means an Indenture of Trust dated as of April 1, 2013 between Harnett County Public Facilities Corporation and U.S. Bank National Association, as trustee. "LOBS" means Limited Obligation Bonds (County of Harnett, North Carolina), Series 2013, executed and delivered under the Indenture. "Pricing Cer-14icate" means the certificate of the County's Finance Officer delivered in connection with the issuance of the Bond which establishes with respect to the Bond the final maturity amounts, the interest payment dates, the interest rates, the provisions for redemption and the provisions for the application of proceeds, all as agreed on in the District Bond Purchase Agreement. "Refunded Bonds" means $1,540,000 in aggregate principal amount of the 2004 Bonds maturing on and after June 1, 2015. PrAB 2057285v2 "2004 Bonds" means the District's $2,305,000 General Obligation Refunding Bonds, Series 2004. Section 2. The County Manager, the Clerk to the Board, the Finance Officer and the Deputy Finance Officer shall act as set forth herein as officers of the District. Section 3. The District shall issue its Bond in an aggregate principal amount not to exceed $2,000,000. Section 4. The Bond shall be dated its date of issuance. The Bond shall pay interest semiannually on December 1 and June 1, beginning June 1, 2013, unless the County's Finance Officer establishes different dates in her Pricing Certificate. The Bond is being issued to refund the Refunded Bonds pursuant to and in accordance with the Bond Order. Section 5. The Bond is payable in annual installments on June 1 in each year, unless the Finance Officer establishes a different date in her Pricing Certificate. The annual installments of principal and corresponding interest rates of the Bond will be as set forth in the Pricing Certificate. Section 6. The Bond is to be numbered "R -1" and shall bear interest from its date at a rate or rates which will be hereafter determined on the sale thereof computed on the basis of a 360 -day year of twelve 30 -day months. Section 7. The Bond is to be registered as to principal and interest, and the Finance Officer is directed to maintain the registration records with respect thereto. The Bond shall bear the original or facsimile signatures of the Chairman of the Board or the County Manager and the Clerk to the Board, each acting on behalf of the District. An original or facsimile of the seal of the District is to be imprinted on the Bond. Section 8. If the Pricing Certificate designates a date for the Bond on and after which the Bond is subject to redemption, then such Bond is subject to redemption before maturity, at the option of the District, from any money that may be made available for such purpose, either in whole on any date on or after the date set forth in the Pricing Certificate, at the principal amount of the Bond to be redeemed, together with interest accrued thereon to the date fixed for redemption, with such redemption premium, if any, designated for the Bond in the Pricing Certificate. The redemption provisions relating to the Bond shall correspond to the redemption provisions of the LOBS. If the Bond is subject to optional redemption, when the District elects to redeem the Bond, notice of such redemption of such Bond, stating the redemption date and redemption price and further stating that on such redemption date there are due and payable on the Bond 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 the registered owner of such Bond, by prepaid certified or registered United States mail, at the address provided to the District by the registered owner, but any failure or defect in respect of such mailing will not affect the validity of the redemption. The District will also mail or transmit by facsimile a copy of the notice of redemption within the time set forth above to the Commission. Section 9. The Bond and the provisions for the registration of the Bond and for the approval of the Bond by the Secretary of the Local Government Commission are to be in substantially the form set forth in the Appendix A hereto. PPAB 2057285x2 Section 10. Unless the Pricing Certificate provides otherwise, the District shall cause the portion of the proceeds of the Bond necessary to defease and redeem the Refunded Bonds to be deposited with the Escrow Agent to be applied as set forth in the Escrow Agreement. Any remaining portion of the proceeds of the Bond shall be deposited as set forth in the District Bond Purchase Agreement. Section 11. Actions taken by officials of the District 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, are hereby authorized and approved. Section 12. The Commission is hereby requested to sell the Bond through a negotiated sale to the County pursuant to the terms of the District Bond Purchase Agreement at a true interest cost not to exceed 4.00 %. The form and content of the District Bond Purchase Agreement are in all respects approved and confirmed. The Chairman of the Board, the County Manager or the Finance Officer, each acting on behalf of the District, is hereby authorized, empowered and directed, individually and collectively, to execute and deliver the District Bond Purchase Agreement for and on behalf of the District, including necessary counterparts, in substantially the form and content presented to the District, but with such changes, modifications, additions or deletions therein as he or she may deem necessary, desirable or appropriate, the execution thereof to constitute conclusive evidence of the Board's approval of any and all such changes, modifications, additions or deletions therein. From and after the execution and delivery of the District Bond Purchase Agreement, the Chairman of the Board, the County Manager and the Finance Officer, each acting on behalf of the District, 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 out and comply with the provisions of the District Bond Purchase Agreement as executed. Section 13 The Chairman of the Board, the County Manager, the Finance Officer and the Clerk to the Board, each acting on behalf of the District, are hereby authorized and directed, individually and collectively, to cause the Bond to be prepared and, when the Bond has been duly sold by the Commission, to execute the Bond and to turn the Bond over to the registrar and transfer agent of the District for delivery to the County or its assignee. Section 14. The Chairman of the Board, the County Manager, the Finance Officer and the Clerk to the Board, each acting on behalf of the District, are authorized and directed, individually and collectively, 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 15. Portions of this Resolution may be amended or supplemented from time to time without the consent of the registered owner of the Bond if, in the opinion of nationally recognized bond counsel, such amendment or supplement would not adversely affect the interests of the owner of the Bond and would not cause the interest on the Bond to be included in the gross income of a recipient thereof for federal income tax purposes. Without the express consent of the owner of the Bond, no modification or amendment to the Bond may reduce the principal amount of the Bond, reduce the interest rate payable on the Bond, extend the Bond's 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 Bond is binding on the owner of the Bond and will not be deemed an infringement of any of the provisions of this 4 PPAB 2057285v2 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 Bond shall have no right or interest to object to the action, to question its propriety or to enjoin or restrain the District from taking any action pursuant to a modification or amendment. If the District proposes an amendment or supplemental resolution to this Resolution requiring the consent of the owner of the Bond, 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 Bond. If, within 60 days or such longer period as shall be prescribed by the District following the giving of such notice, the owner of the Bond has consented to the proposed amendment, the amendment will be effective as of the date stated in the notice. Section 16. Nothing in this Resolution precludes (a) the payment of the Bond from the proceeds of refunding bonds or (b) the payment of the Bond from any legally available funds. If the District causes to be paid, or has made provisions to pay, on maturity or on redemption before maturity, to the owner of the Bond the principal of the Bond (including interest to become due thereon) and, premium, if any, on the Bond, 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, and the principal of the Bond (including premium, if any, and 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, to implement any such defeasance. If such a defeasance occurs and after the District receives an opinion of a nationally recognized accounting firm that the segregated moneys or Federal Securities together with interest earnings thereon are sufficient to effect a defeasance, the District shall execute and deliver all such instruments as may be necessary to effect such a defeasance and desirable to evidence such release, discharge and satisfaction. Provisions shall be made by the District, for the mailing of a notice to the owners of the Bond that such moneys are so available for such payment. Section 17. All acts and doings of the Chairman of the Board, the County Manager, the Finance Officer, the Deputy Finance Officer and the Clerk to the Board, each acting on behalf of the District, that are in conformity with the purposes and intent of this Resolution and in the furtherance of the issuance of the Bond and the execution, delivery and performance of the District Bond Purchase Agreement are in all respects approved and confirmed. Section 18. 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 and will in no way affect the validity of any of the other agreements and provisions hereof or of the Bond authorized hereunder. 5 PPAB 2057285v2 Section 19. The District agrees to provide the County whatever information that may be necessary for the County to comply with its undertaking with respect 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 LOBS. The provisions of this Section shall 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 with respect to the LOBS. Section 20. 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 21. This Bond Resolution is effective on its adoption. M PPAB 2057285v2 On motion of Commissioner Hill, and seconded by Commissioner Springle, the foregoing resolution entitled "A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, SITTING AS THE GOVERNING BODY OF THE WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA, PROVIDING FOR THE ISSUANCE OF A NOT To EXCEED $2,000,000 GENERAL OBLIGATION REFUNDING WATER AND SEWER BOND, SERIES 2013 OF THE WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA" was duly adopted by the following vote: Ayes: 5 Nays: 0 PPAB 2057285v2 STATE OF NORTH CAROLINA ss: COUNTY OF HARNETT 1, Margaret Regina Wheeler, Clerk to the Board of Commissioners of the County of Harnett, North Carolina, "A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLINA, SITTING AS THE GOVERNING BODY OF THE WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA, PROVIDING FOR THE ISSUANCE OF A NOT TO EXCEED $2,000,000 GENERAL OBLIGATION REFUNDING WATER AND SEWER BOND, SERIES 2013 OF THE WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA" adopted by the Board of Commissioners of the County of Harnett, North Carolina, sitting as the governing body of West Central Water and Sewer District of Harnett County, North Carolina, at a regular meeting duly held on the 4°i day of March, 2013. WITNESS my hand and the corporate seal of said District, this the 4 °i day of March, 2013 (DISTRICT SEAL) S' PPAB 2057285v2 Marg t Regina Wh ler Clerk the Board of Commissioners County of Harnett, North Carolina APPENDIX A FORM OF BOND No. R -1 $ UNITED STATES OF AMERICA STATE OF NORTH CAROLINA COUNTY OF HARNETT WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA MATURITY DATE DATED DATE June 1, 20_ April _ 2013 REGISTERED OWNER: COUNTY OF HARNETT, NORTH CAROLINA PRINCIPAL SUM: DOLLARS GENERAL OBLIGATION REFUNDING WATER AND SEWER BOND, SERIES 2013 THE WEST CENTRAL WATER AND SERER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA (the "District') acknowledges itself 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 rates per annum specified below, payable on June 1, 2013 and semiannually thereafter on December 1 and June 1 of each year. Principal of and interest on this Bond are payable in immediately available funds to the County of Harnett, North Carolina (the "County") or its nominee as registered owner of the Bond. Principal installments are due annually on June 1 of the years and in the amounts set forth below and will bear interest (computed on the basis of a 360 -day year of twelve 30 -day months) as follows: JUNE 1 PRINCIPAL RATE FEW PPAB 2057285x2 JUNE 1 PRINCIPAL RATE The portions of this Bond maturing on or after .tune 1, 20_ may be redeemed prior to their installment payment dates at the option of the District, from any funds that may be available for such purpose, in whole or in part on any date on or after June 1, 20 . The portions of this Bond so called for redemption will be redeemed at a redemption price equal to 100% of the principal amount thereof, together with accrued interest thereon to the date fixed for redemption. Notwithstanding the foregoing, this Bond may be redeemed only if the Limited Obligation Bonds (County of Hamett, North Carolina), Series 2013 (the "LOBS ") are prepaid pursuant to an Indenture of Trust dated as of April 1, 2013 relating to the LOBS. 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 Bond Act of North Carolina, a bond order adopted by the Board of Commissioners of the County (the "Boars"), sitting as the governing body of the District, on March 4, 2013 and effective on the date of its adoption. This Bond is being issued to refund in advance of their maturities $1,540,000 aggregate principal amount of the District's General Obligation Refunding Bonds, Series 2004 maturing on and after June 1, 2015. 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 District, is within every debt and other limit prescribed by said Constitution or statutes. THE FAITH AND CREDIT OF THE DISTRICT 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. A -2 PPAB 2057285v2 IN WITNESS WHEREOF, the County has caused this Bond to bear the original or facsimile of the signatures of the Chairman of the Board and the Clerk to the Board, each acting on behalf of the District, and an original or facsimile of the seal of the District to be imprinted hereon and this Bond to be dated as of the Dated Date above. (DISTRICT SEAL) Margaret Regina Wheeler, Jim Burgin, Chairman Clerk to the Board of Commissioners Board of Commissioners Date of Execution: April _, 2013 The issue hereof has been approved under the provisions of The Local Government Bond Act. T. VANCE HOLLOMAN Secretary of the Local Government Commission A -3 PPAB 2057285v2 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 a Participant in the Securities Transfer Agent Medallion Program ( "Stamp ") or similar program. PPAB 2057285v2 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 DRAFT FOR BOARD APPROVAL —NOT FINAL DOCUMENT DISTRICT BOND PURCHASE AGREEMENT AND RECEIPT The County of Harnett, North Carolina (the "County ") hereby offers to purchase the bond set forth below (the "Bond') from the Local Government Commission of the State of North Carolina (the "Commission ") at a purchase price equal to the par amount of such Bond, there being no discount nor premium therefor. The Bond subject to this District Bond Purchase Agreement and Receipt is the $ General Obligation Refunding Water and Sewer Bond, Series 2013 of the West Central Water and Sewer District of Harnett County, North Carolina. The schedule of annual principal installments and associated interest rates with respect to the Bond are set forth in Exhibit A hereto. The Commission, subject to the approval of the West Central Water and Sewer District of Harnett County, North Carolina as evidenced below, hereby sells the Bond to the County at a sale price equal to the purchase price of the Bond in the amount of $ . Such funds represent a portion of the proceeds of $ Limited Obligation Bonds (County of Harnett, North Carolina), Series 2013 executed and delivered under an Indenture of Trust dated as of April 1, 2013 (the "Indenture ") between Harnett County Public Facilities Corporation (the "Corporation ") and U.S. Bank National Association, as trustee (in such capacity, the "Trustee ") for the purpose, among others, of allowing the County to purchase the Bond. The purchase price of the Bond shall be delivered as follows: (1) $[2004 Amount] shall be delivered to U.S. Bank National Association, as escrow agent (in such capacity, the "Escrow Agent ") under an Escrow Agreement dated as of April 1, 2013 between the County and the Escrow Agent; and (2) $[COI Amount] shall be delivered to the Trustee for deposit in the Costs of Issuance Fund. The Commission hereby accepts and acknowledges payment of the purchase price by such method on the date hereof. The County hereby acknowledges the physical delivery of the Bond on the date hereof and, simultaneously on receipt of the Bond, has assigned the Bond to the Corporation pursuant to a separate instrument. The Trustee shall hold the Bond as part of the Trust Estate created pursuant to the Indenture. The Trustee hereby acknowledges (a) the physical delivery of the Bond to be held by it as part of the Trust Estate and (b) receipt of the amount set forth in paragraph (2) above. The Escrow Agent hereby acknowledges receipt of the amount set forth in paragraph (1) above. Each capitalized term used but not defined herein has the meaning given to such term in the Indenture. Dated: April —, 2013 PPAB 2057285x2 This District Bond Purchase Agreement and Receipt may be executed in several counterparts, all being deemed one and the same document. COUNTY OF HARNETT, NORTH CAROLINA [SEAL] MM ATTEST: Clerk to the Board of Commissioners County of Harnett, North Carolina Interim County Manager [SIGNATURES FOLLOW] LOCAL GOVERNMENT COMMISSION as Secretary WEST CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA [DISTRICT SEAL] M ATTEST: Clerk to the Board of Commissioners County of Harnett, North Carolina Sylvia S. Blinson Finance Officer of the County of Harnett, North Carolina ACKNOWLEDGEMENT U.S. BANK NATIONAL ASSOCIATION, as Trustee and Escrow Agent im PPAB 2057285v2 Vice President Exhibit A $ WEST CENTRAL WATER AND SEWER DISTRICT OFHARNETT COUNTY, NORTH CAROLINA GENERAL OBLIGATION REFUNDING WATER AND SEWER BOND, SERIES 2013 The schedule of annual principal installments and associated interest rates with respect to the Bond are as follows: JUNE 1 PRINCIPAL RATE JUNE 1 PRINCIPAL RATE PPAB 2057285x2