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HomeMy WebLinkAbout04-08-254/8/2025 ATT#,/ 04-08-25 4/8/2025 0 Challenges We Can Solve We understand the challenges Dunn faces in reaching its community: • Limited awareness of local initiatives and events. • Misinformation that affects trust and engagement. • The need to attract residents, businesses, and visitors in a competitive market. I 10 N 0 SERVICES • Monthly Newsletter • Meeting Posts • Council, Planning, Advisory/Special Meetings • Recruitment/HR • Business Promotion • Holiday Schedules • Public Service Announcements (PSAs) • Board of Commissioners (BOC) Meeting • Brand Messaging A 4/8/2025 DUNN's scheduled events 3. Engage the Community • User -Generated Content • Local Challenges • Volunteer Shoutouts 4. Collaborate with Local Businesses • Business Promotions • Sponsor Spotlights • Cross -Promotions 5. Content Types for Social Media • Short Videos • Live Streams • Infographics • Behind -the -Scenes Stories 6. Utilize Paid Advertising Facebook & Instagram Ads • Geofencing Ads to attract visitors to Dunn. 13 DUNN's scheduled events 7. Involve Influencers and Media • Local Influencers: • Media Outreach 8. During the Event • Real -Time Updates • Highlight Reels • Fan Features • Interactive Content 9. Post -Event Content • Thank You Post • Highlight Video • Economic Impact Postpride. • Memories Collection 10. Track Metrics • Use analytics tools on Facebook, Instagram, and Twitter to reach 14 Is 11 2025 DY Baseball AA World Series,' 101 2025 by Baseball AA World -Series. Q 7 4/8/2025 Significant Savings vs. Hiring In -House 1. No Salaries, Benefits, or Overhead Costs 2. No Equipment Purchases or Maintenance 3. No Training or Turnover Costs 4. Access to Specialized Expertise 5. Flexibility Without Commitment: 6. Comprehensive Services in One Package 17 18 C! 0 ATT#2 04-08-25 STATE OF NORTH CAROLINA COUNTY OF HARNETT FIRE PREVENTION CODE ENFORCEMENT MUNICIPAL AGREEMENT CITY OF DUNN THIS AGREEMENT, made and entered into this first day of July, 2025, by and between the City of Dunn, North Carolina, a municipal corporation organized and existing under the laws of the State of North Carolina (hereinafter, " City ") and the County of Harnett; North Carolina, a body politic and political subdivision of the State of North Carolina (hereinafter, "County"). WitnpccPth WHEREAS, City is requited to provide fire prevention code enforcement services according to N.C. General Statute § 160D-1105 and the North Carolina State Fire Prevention Code - Section 106; and WHEREAS, County desires to provide to City the required fire prevention code inspections and services; and WHEREAS, City and County have .reached an agreement for County to provide fire prevention code inspections and services as described herein and the parties desire to set forth the terms and conditions in this Agreement. NOW, THEREFORE, in consideration of the public safety, and welfare, the mutual benefits, representations,- and agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree, each with the other, as follows: l . County agrees to provide City the following fire prevention code enforcement services within City's territorial jurisdiction: A. Fire prevention code enforcement within day care centers, group homes, rest homes, foster homes, and hospitals, when required by State or County agencies; B. Non-residential and subdivision site plan approval for fire prevention code compliance, upon request from City officials; C. Response to complaints and requests for fire inspections of individual businesses; D. Periodic Fire Prevention Code inspections in existing buildings, structures and premises to which the current North Carolina State Building Code,- Fire Prevention, is applicable; E. New construction plan review of fire protection equipment and certification of compliance inspections upon request. from the appropriate building official(s) or contractor; and F. Other fire prevention code enforcement inspections and services as may be required by State law. 2. City agrees that County, by and through the Harnett County Fire Marshal's office, shall have the exclusive right to perform the above enumerated fire prevention code enforcement services for as long as this Agreement remains in force and effect. City further agrees to fully cooperate with the Harnett County Fire Marshal's office in providing these services. 1 3. City agrees that County will have and may exercise the same inspection and enforcement powers within City's regulatory and extraterritorial jurisdiction as are applicable within County's jurisdiction. 4. This Agreement shall become effective July 1, 2025, subject to the mutual agreement of both parties, and shall continue for a -period of three years from July 1, 2025 through June 30, 2028, unless terminated by either party in accordance with paragraph 8 of this Agreement. 5. Compensation for periodic fire inspections provided pursuant to this Agreement shall be $65,979 for fiscal year 2026 and increase at a rate of three percent (3 %) annually thereafter. Additionally, the County will directly invoice the occupant or their representative for non-compliance, plan reviews and permits at a rate equal to the fee schedule approved by the County's Board of Commissioners. County shall invoice City each month, in twelve equal installments per fiscal year, for said services and each invoice is due and payable to County within thirty (30) days of the date of the invoice. 6. This Agreement, as written or as may be amended, shall be effective from the date first specified above. 7. The City Attorney shall provide legal support and representation for City for all enforcement actions taken by the Harnett County Fire Marshal's office on behalf of City on issues arising from enforcement actions taken within and on behalf of City's jurisdiction by the Fire Marshal. To the fullest extent allowable by North Carolina law, County shall have no liability regarding such enforcement actions and City shall hold County harmless for any and all claims, liabilities, losses, damages, costs, or expenses of whatever kind arising out of or relating to the provision of services provided by County to City hereunder, except for those acts caused by the negligent acts or omissions of County. To the fullest extent allowable by North Carolina law, -County shall Bold City harmless for any and all claims, liabilities, losses, damages, costs, or expenses of whatever kind arising out of or relating to the provision of services provided by County to City, except for those acts caused by the negligent acts or omissions of City. City and County waive special, incidental, indirect, or consequential damages, including lost profits, good will, revenues or savings, for claims, disputes or other matters in question arising out of or relating to this Agreement. This limitation of liability, covering matters contemplated by and occurring during the term of this Agreement, will survive the expiration or termination of this Agreement.- 8. This Agreement may be terminated for any reason by either party upon advanced written notice to the other party, by certified mail at least ninety (90) days prior to the date of desired termination. Termination shall not relieve City of financial obligations incurred prior to termination. 9. Nothing contained in this Agreement shall create a contractual relationship with or cause of action in favor of a third party against either Party. 10. In the event any provision of this Agreement is adjudged to be not'enforceable or found invalid, such provision shall be stricken and the remaining provisions shall be valid and enforceable. 11. This Agreement represents theentire agreement between County and City and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may only be amended by written instrument signed by County and City. 2 12. All notices or other communications which shall be made pursuant hereto shall be in writing and shall be deemed to be given and received (a) when hand delivered to the address stated below, or (b) three (3) days after being mailed to Ahe address stated below, postage prepaid by certified or - registered mail of the United States, return receipt requested, to the address set forth below: To City: To County: City of Dunn 401 E. Broad Street Dunn, NC 28334 Attn: City Manager Harnett County Fire Marshal PO Box 370 Lillington, NC 27546 With a copy to: Harnett County Legal Services PO Box 238 Lillington, NC 27546 Attn: County Staff Attorney Either party to this Agreement may change its designated person or designated address at any time and from time to time by giving notice of such change to the other party in the manner set forth above. 13. _ This Agreement shall be governed by the laws of the State of North Carolina, The North Carolina State Courts located in Harnett County, North Carolina shall have jurisdiction to hear any -dispute under this Agreement and legal or equitable proceedings by either party must be filed in Harnett County, North Carolina. 14. The relationship of the parties established by this Agreement is solely that of independent contractor, and nothing contained in this contract shall be construed to: (i) give any party the power to direct or control the day-to-day activities of the other; (ii) constitute such parties as partners, joint ventures, co -owners, or otherwise as participants in a joint or common undertaking; (iii) make either party an agent of the other for any purpose whatsoever; or (iv) give either party the authority to act for, bind, or otherwise create or assume any obligation on behalf of the other. [Remainder of This Page Intentionally Left Blank] 3 IN. WITNESS WIHEREOF, the parties hereto, through their duly authorized representatives or officers have executed this Agreement as to the date- and year first above written. CITY OF D ®®®gA69B.81®Qe�® % C! 1 TY O ®® 0 By: City Manager ' c, 0 RP0 . 0 ° -AL 0 Att t: .. ° ° • p. , (SEAL) aBa�` - Clerk COUNTY OF HARNETT By: ----- - - Brent Trout, County Manager Attest: Jaime Bell-Raig, Clerk "This instrument has bee re -audited in the manner required by the Local Govemmett B et and Fiscal Control Al. Finance or (SEAL) 4 D UNN, R2025-18 ATT#3 .. 04-08-25 I R N dui •a,. �- RESOLUTION PROVIDING FOR THE SALE AND ISSUANCE OF AN $8,626,000 WATER AND SEWER SYSTEM REVENUE BOND ANTICIPATION NOTE, SERIES 2025 BE IT RESOLVED by the City Council (the "City Council") of the City of Dunn, North Carolina (the "City"): Section 1. The City Council has determined and does hereby find, declare and represent the following: (a) Pursuant to The State and Local Government Revenue Bond Act, as amended (the "Act"), the City Council adopted a supplemental bond order on April 8, 2025 (the "Supplemental Order"), supplementing the bond order heretofore adopted by the City Council on August 9, 2022 (the "Original Bond Order" and, together with the Supplemental Order, the "Bond Order") authorizing the issuance of $8,626,000 of additional water and sewer system revenue bonds of the City (the "Additional Bonds") pursuant to Section 3.02 of the Original Bond Order for the purpose of providing funds, together with other available funds, to (i) pay the costs of various improvements to the City's sanitary sewer system, including, without limitation, the upgrading and replacement of the Eastside Pump Station (the "Project"), (ii) pay all or a portion of the interest on the Additional Bonds during the period of construction of the Project, (iii) fund any necessary debt service reserve fund and (iv) pay the fees and expenses incurred in connection with the sale and issuance of the Additional Bonds. (b) The Project constitutes "System Improvements" within the meaning of the Original Bond Order. (c) The Bond Order authorizes the City to issue revenue bond anticipation notes in anticipation of the receipt of the proceeds of the sale of the Additional Bonds. (d) None of the Additional Bonds have been issued and it is necessary to issue a revenue bond anticipation note (the "Note") in the principal amount of $8,626,000 at this time in anticipation of the receipt of the proceeds of the sale of a like amount of the Additional Bonds, the proceeds of the Note to be applied, together with other available funds, to pay the costs of the Project and the fees and expenses incurred in connection with the sale and issuance of the Note and the Additional Bonds. (e) PNC Bank, National Association has agreed to purchase the Note upon the issuance thereof at private sale pursuant to the terms set forth in this resolution and the Note for a purchase price equal to the principal amount of the Note. (f) The United States of America Department of Agriculture — Rural Development has agreed to purchase the Additional Bonds in the aggregate principal amount of $8,626,000, the proceeds of which will be applied to the repayment of the principal amount of the Note. (g) The Local Government Commission of North Carolina has approved the issuance and private sale of the Note and the Additional Bonds as described above as required by the Act and Article W(ere cammuni� hr9ins! it .� Nr �- il, UNf ! 00 'f F R� '� x 1N •, 0 1Ta 1 1 9 of Chapter 159 of the General Statutes of North Carolina, as amended, prior to the issuance of the Note. Section 2. In anticipation of the receipt of the proceeds of the sale of a like amount of the Additional Bonds, the sale and issuance, pursuant to the Act and Article 9 of Chapter 159 of the General Statutes of North Carolina, as amended, of an - $8,626,000 water and sewer system revenue, bond anticipation note of the City is hereby authorized, which note shall be designated "Water and Sewer System Revenue Bond Anticipation Note, Series 2025" (the "Note"), shall be dated as of the date of delivery thereof, shall mature on April 15, 2027, subject to prior prepayment as described below, and shall bear interest at the rate of 3.58% per annum (subject to adjustment as provided below), which interest shall be payable annually on April 15, 2026 and on the maturity date of the Note, and shall be calculated on the basis of a 3 60-day year consisting of twelve 3 0-day months. The Note shall be payable as to both principal and interest at the principal office of PNC Bank, National Association in Raleigh, North Carolina, or otherwise as specified by the registered owner of the Note, and both the principal of and the interest on the Note shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. From and after the occurrence of an event of default under the Bond Order until such time as such event of default has been remedied or otherwise waived by the registered owner of the Note, the outstanding principal component of the Note shall bear interest at the Default Rate (hereinafter defined). Upon and after the occurrence of a Determination of Taxability (hereinafter defined) due to an Event of Taxability (hereinafter defined), the interest component of the Note shall be adjusted to bear interest at the Taxable Rate (hereinafter defined.). In addition, in such event, the ' City shall pay to such owner (a) an amount necessary to reimburse such owner for any interest, penalties or other charges assessed by the Internal Revenue Service and the Department of Revenue by reason of such owner's failure to include the interest portion of the payments under the Note in its gross income for federal income tax purposes, together with any reasonable attorneys' fees, court costs or other out-of-pocket costs incurred by such owner in connection therewith, and (b) an amount equal to the positive difference, if any, between the amount of interest that would have been paid on the principal balances due under the Note from the Inclusion Date (hereinafter defined) if interest were computed at the Taxable Rate and the amount actually paid to the Purchaser. The City agrees to give prompt written notice to the registered owner of the Note of the City's receipt of any notice or information from any source whatsoever to the effect that an Event of Taxability or a Determination of Taxability shall have occurred. Notwithstanding any other provision of this Section to the contrary, the interest rate or rates payable on the Note shall not at any time exceed the Maximum Rate (hereinafter defined). For purposes of this. resolution and the Note, the following capitalized terms shall have the following meanings: "Base Rate'' means the greater of (a) the Prime Rate and (b) the Overnight Bank Funding Rate plus 0.50% per annum. If and when the Base Rate (or any component thereof) changes, the rate of interest with respect to any amounts hereunder to which the Base Rate applies will change automatically without notice to the City, effective on the date of any such change. Where comrnuni� kTinsf UNN "Business Day" means any day other than (A) a Saturday or Sunday or (B) a legal holiday on which commercial banks are authorized or required by law to be closed for business in Pittsburgh, Pennsylvania. "Default Rate" means the Base Rate plus 3.00% per annum, provided that the Default Rate shall in no event exceed the Maximum Rate. "Determination of Taxabilitv" means and shall be deemed to have occurred on the first to occur of the following: (i) on the date when the Purchaser notifies the City that it has received a written opinion by a nationally recognized firm of attorneys of substantial expertise on the subject of tax-exempt municipal finance to the effect that an Event of Taxability shall have occurred unless, within one hundred eighty (180) days after receipt by the City of such notification from the Purchaser, the City shall deliver to the Purchaser a ruling or determination letter issued to or on behalf of the City by the Commissioner or any District Director of the Internal Revenue Service (or any other governmental official exercising the same or a substantially similar function from time to time) to the effect that, after taking into consideration such facts as form the basis for the opinion that an Event of Taxability has occurred, an Event of Taxability shall not have occurred; (ii) on the date when the City shall be advised in writing by the Commissioner or any District Director of the Internal Revenue Service (or any other government official or agent exercising the same or a substantially similar function from time to time) that, based upon filings of the City or upon any review or audit of the City or upon any other ground whatsoever, an Event of Taxability shall have occurred; or (iii) on the date when the City shall receive notice from the Purchaser that the Internal Revenue Service (or any other government official or agency exercising the same or a substantially similar function from time to time) has assessed as includable in the gross income of the Purchaser the interest on the Installment Payments due to the occurrence of an Event of Taxability; provided, however, no Determination of Taxability shall occur under subparagraph (ii) or (iii) hereunder unless the City has been afforded the reasonable opportunity, at its expense, to contest any such assessment, and, further, no Determination of Taxability shall occur until such contest, if made, has been finally determined; provided further, however, that upon demand from the Purchaser, the City shall promptly reimburse such registered owner for any payments, including any taxes, interest, penalties or other charges, such registered owner shall be obligated to make as a result of the Determination of Taxability. "Event of Taxability" means (i) the taking of any action by the City, or the failure to take any action by the City, or the making by the City of any misrepresentation herein or in any certificate required to be given in connection with the issuance of the Note which has the effect of causing interest paid or payable on the Note to become includable, in whole or in part, in the gross income of the Purchaser for federal income tax purposes or (ii) the entry of any decree or judgment by a court of competent jurisdiction, or the taking of any official action by the Internal Revenue Service or the Department of the Treasury, which decree, judgment or action shall be final under applicable procedural law, in either case, which has the effect of causing interest paid or payable on the Note to Wkeae cammuni� LTins! NjT .DUNN become includable, in whole or in part, in the gross income of the Purchaser for federal income tax purposes with respect to the Note as a result of any action by the City, or the failure to take any action by the City, or the making by the City of any misrepresentation herein or in any certificate required to be given in connection with the issuance of the Note. "Inclusion Date" means the date that the interest component of the Note first becomes includable in the gross income of the owner of the Note as a result of a Determination of Taxability. "Maximum Rate" means the lesser of (a) 12% per annum and (b) the maximum rate permitted by applicable law. "NYFRB" means the Federal Reserve Bank of New York. "Overnight Bank Funding" means, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg) selected by the Purchaser for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Purchaser at such time (which determination shall be conclusive, absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the city. "Prime Rate" means the rate publicly announced by the Purchaser from time to time as its prime rate. The Prime Rate is determined from time to time by the Purchaser as a means of pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of interest or index and does not necessarily reflect the lowest rate of interest actually charged by the Purchaser to any particular class or category of customers. "Purchaser" means PNC Bank, National Association or any successor or assign thereof as permitted hereby. "Taxable Rate" means an interest rate that, had it been in effect, would have resulted in the same after tax equivalent yield to the _ Purchaser that the Purchaser would have realized if interest on the Note were subject to federal income taxation of gross income at the highest corporate income tax rate in effect at the time of receipt of the interest; provided, however, that in no event shall the Taxable Rate exceed the Maximum Rate at any time. The Note shall be subject to prepayment in whole on any date not more than 45 days prior to its maturity date at a prepayment price equal to 100% of the principal amount thereof, plus accrued interest thereon to the prepayment date. The City shall provide notice of any such prepayment of the Note to the registered owner of the Note at least ten (10) days prior to the date fixed for prepayment unless otherwise waived by the registered owner of the Note. Where coynynuni� kTinsf The Note shall be a special obligation of the City payable from, and secured by a pledge, charge and lien upon, the proceeds of the sale of a like amount of the Additional Bonds and from the Net Revenues (as defined in the Bond Order) to the extent and as provided in the Bond Order and this resolution. Neither the faith and credit nor the taxing power of the City is pledged to the payment of the principal of or interest on the Note, and the owner of the Note has no right to compel the exercise of the taxing power of the City or the forfeiture of any of its property except for the Net Revenues in connection with any default thereon except as provided in the Note and the Bond Order. The Note shall be sold to PNC Bank, National Association at a purchase price equal to $8,626,000, such purchase price and the interest rate set forth above being in the best interests of the city. Section 3. The Note shall be signed by the Mayor or, in the absence of the Mayor, the Mayor Pro Tempore, and the City Clerk or any assistant or deputy City Clerk of the City and the official seal of the City shall be impressed on the Note. The form of the Note and the endorsement to be placed upon the reverse thereof shall be substantially as follows: ff• W $8,626,000 United States of America State of North Carolina Harnett County CITY OF DUNN WATER AND SEWER SYSTEM REVENUE BOND ANTICIPATION NOTE SERIES 2025 The City of Dunn, North Carolina (the "City"), a municipal corporation duly organized and validly existing under the laws of the State of North Carolina, is justly indebted and for value received hereby promises to pay, solely from the sources and as hereinafter provided, to PNC BANK, NATIONAL ASSOCIATION or its registered assigns, on the 15t' day of April, 2027, the principal sum of EIGHT MILLION SIX HUNDRED TWENTY-SIX THOUSAND DOLLARS and to pay interest thereon from the date hereof, calculated on the basis of a 360-day year consisting of twelve 30-day months, solely from such sources, at the rate of 3.58% per annum (subject to adjustment as provided below) annually on April 15, 2026 and on the maturity date of this Note, payable at the designated office of PNC Bank, National Association in Raleigh, North Carolina, or otherwise as specified by the registered owner of this Note. Both the principal of and the interest on this Note are payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Upon payment of the principal of and interest on this Note, the registered owner of this Note shall promptly cancel and surrender this Note at the office of the Finance Director of the City of Dunn, North Carolina. From and after the occurrence of an event of default under the Bond Order (hereinafter defined) until such time as such event of default has been remedied or otherwise waived by the registered owner W&ra communi� 6Tins! �' 9 UVo,UNN s s a of this Note, the outstanding principal component of this Note shall bear interest at the Default Rate (hereinafter defined). Upon and after the occurrence of a Determination of Taxability (hereinafter defined) due to an Event of Taxability (hereinafter defined), this Note shall bear interest at the Taxable Rate (hereinafter defined). In addition, in such event, the City shall pay to such owner (a) an amount necessary to reimburse such owner for any interest, penalties or other charges assessed by the Internal Revenue Service and the Department of Revenue by reason of such owner's failure to include the interest portion of the payments under this Note in its gross income for federal income tax purposes, together with any reasonable attorneys' fees, court costs or other out-of-pocket costs incurred by such owner in connection therewith, and (b) an amount equal to the positive difference, if any, between the amount of interest that would have been paid on the principal balances due under this Note from the Inclusion Date (hereinafter defined) if interest were computed at the Taxable Rate and the amount actually paid to the Purchaser. The City agrees to give prompt written notice to such owner of the City's receipt of any notice or information from any source whatsoever to the effect that an Event of Taxability or a Determination of Taxability shall have occurred. Notwithstanding any other provision of this Section to the contrary, the interest rate or rates payable on this Note shall not at any time exceed the Maximum Rate (hereinafter defined). For purposes of this Note, the following capitalized terms shall have the following meanings: "Base Rate" means the greater of (a) the Prime Rate and (b) the Overnight Bank Funding Rate plus 0.50% per annum. If and when the Base Rate (or any component thereof) changes, the rate of interest with respect to any amounts hereunder to which the Base Rate applies will change automatically without notice to the City, effective on the date of any such change. "Business DU" means any day other than (A) a Saturday or Sunday or (B) a legal holiday on which commercial banks are authorized or required by law to be closed for business in Pittsburgh, Pennsylvania. "Default Rate" means the Base Rate plus 3.00% per annum, provided that the Default Rate shall in no event exceed the Maximum Rate. "Determination of Taxability" means and shall be deemed to have occurred on the first to occur of the following: (i) on the date when the Purchaser notifies the City that it has received a written opinion by a nationally recognized firm of attorneys of substantial expertise on the subject of tax-exempt municipal finance to the effect that an Event of Taxability shall have occurred unless, within one hundred eighty (180) days after receipt by the City of such notification from the Purchaser, the City shall deliver to the Purchaser a ruling or determination letter issued to or on behalf of the City by the Commissioner or any District Director of the Internal Revenue Service (or any other governmental official exercising the same or a substantially similar function from time to time) to the effect that, after taking into consideration such facts as form the basis for the opinion that an Event of Taxability has occurred, an Event of Taxability shall not have occurred; here communi� 6Tinsf EIJI uUNN t-s-41 a (ii) on the date when the City shall be advised in writing by the Commissioner or any District Director of the Internal Revenue Service (or any other government official or agent exercising the same or a substantially similar function from time to time) that, based upon filings of the City or upon any review or audit of the City or upon any other ground whatsoever, an Event of Taxability shall have occurred; or (iii) on the date when the City shall receive notice from the Purchaser that the Internal Revenue Service (or any other government official or agency exercising the same or a substantially similar function from time to time) has assessed as includable in the gross income the interest on the Installment Payments due to the occurrence of an Event of Taxability; provided, however, no Determination of Taxability shall occur under subparagraph (ii) or (iii) hereunder unless the City has been afforded the reasonable opportunity, at its expense, to contest any such assessment, and, further, no Determination of Taxability -shall occur until such contest, if made, has been finally determined; provided further, however, that upon demand from the Purchaser, the City shall promptly reimburse such registered owner for any payments, including any taxes, interest, penalties or other charges, such registered owner shall be obligated to make as a result of the Determination of Taxability. "Event of Taxability" means (i) the taking of any action by the City, or the failure to take any action by the City, or the making by the City of any misrepresentation herein or in any certificate required to be given in connection with the issuance of this Note which has the effect of causing interest paid or payable on this Note to become includable, in whole or in part, in the gross income of the Purchaser for federal income tax purposes or (ii) the entry of any decree or judgment by a court of _ competent jurisdiction, or the taking of any official action by the Internal Revenue Service or the Department of the Treasury, which decree, judgment or action shall be final under applicable procedural law; in either case, which has the effect of causing interest paid or payable on this Note to become includable, in whole or in part, in the gross income of the Purchaser for federal income tax purposes with respect to this Note as a result of any action by the City, or the failure to take any action by the City, or the making by the City of any misrepresentation herein or in any certificate required to be given in connection with the issuance of this Note. "Inclusion Date" means the date that the interest component of this Note first becomes includable in the gross income of the owner of this Note as a result of a Determination of Taxability. "Maximum Rate" means the lesser of (a) 12% per annum and (b) the maximum rate permitted by applicable law. "NYFRB" means the Federal Reserve Bank of New York. "Overnight Bank Funding Rate" means, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg) selected by the Purchaser for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate- for such day shall be such rate on the immediately preceding Business 2i1(ere communf� 6Tins! ® t � a "UNN NORTH .4rts 4 +:mom; a"4a,. 4 .. $ 'd Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Purchaser at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the City. "Prime Rate" means the rate publicly announced by the Purchaser from time to time as its prime rate. The Prime Rate is determined from time to time by the Purchaser as a means of pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of interest or index and does not necessarily reflect the lowest rate of interest actually charged by the Purchaser to any particular class or category of customers. "Purchaser" -means PNC Bank, National Association or any successor or assign thereof as permitted hereby. "Taxable Rate" means -an interest rate that, had it been in effect, would have resulted in the same after tax equivalent yield to the Purchaser that the Purchaser would have realized if interest on this Note were subject to federal income taxation of gross income at the highest corporate income tax rate in effect at the time of receipt of the interest; provided, however, that in no event shall the Taxable Rate exceed the Maximum Rate at any time. This Note is issued pursuant to and in accordance with Article 5 and Article 9 of Chapter 159 of the General Statutes of North Carolina, as amended, a bond order adopted by the City Council (the "City Council") of the City on August 9, 2022, as supplemented and amended by a supplemental bond order adopted by the City Council of the City on April 8, 2025 (collectively, the "Bond Order"), and a resolution adopted by the City Council of the City on April 8, 2025 (the "Note Resolution"). This Note is issued in anticipation of the receipt of the proceeds of sale of a like amount of the City's water and sewer system revenue bonds, and the proceeds hereof shall be used to pay the costs the various improvements to the System (as defined in the Bond Order) and certain fees and expenses incurred in connection with the sale and issuance of this Note and such bonds. This Note is a special obligation of the City payable solely from, and secured by a pledge, charge and lien upon, the proceeds of the sale of a like amount of revenue bonds of the City and from the Net Revenues (as defined in the Bond Order) to the extent and as provided in the Bond Order and the Note Resolution. Neither the faith and credit nor the taxing power of the City is pledged to the payment of the principal of or interest on this Note, and the owner of this Note has no right to compel the exercise of the taxing power of the City or the forfeiture of any of its property except for the Net Revenues in connection with any default hereon except as provided in this Note, the Bond Order and the Note Resolution. Reference is hereby made to the Bond Order and the Note Resolution and to all amendments and supplements thereto for a description of the provisions, among others, respecting the nature and extent of the security, the rights, duties and obligations of the City, the rights of the owner of this Note, the deposit of proceeds of this Note and the terms upon which this Note is issued and secured. - This Note is subject to prepayment in whole on any date not more than 45 days prior to its maturity date at a prepayment price equal to 100% of the principal amount hereof, plus accrued interest thereon to the prepayment date. The City shall provide notice of any such prepayment of this Note to Vhere communi� L yinr! IN f •IJUNN the registered owner hereof at least ten (10) days prior to the date fixed for prepayment unless otherwise waived by such registered owner. The City has designated this Note as a "qualified tax-exempt obligation" for the purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. It is hereby certified and recited that all acts,, conditions and things required by the Constitution and laws of North Carolina to happen, exist and be performed precedent to and in the issuance of this Note have happened, exist and have been performed in regular and due form and time as so required. IN WITNESS WHEREOF, the City, pursuant to a resolution adopted by the City Council of the City, has caused this Note to be signed by the [Mayor] [Mayor Pro Tempore] and the [Deputy] [Assistant] City Clerk of the City and the official seal of the City to be impressed hereon, all as of the day of April, 2025. [SEAL] [Do Not Sign] [Mayor] [Mayor Pro Tempore] rpo Not Sign] [Deputy] [Assistant] City Clerk Wfiere communit`� k yins! DtJNN � 5 4 11F i a x I a CERTIFICATE OF LOCAL GOVERNMENT COMMISSION The issuance of the within City of Dunn, North Carolina Water and Sewer System Revenue Bond Anticipation Note, Series 2025 has been approved under the provisions of The State and Local Government Revenue Bond Act of North Carolina, as amended. L.G.C. No. [Do Not Sign] JENNIFER WIMMER Deputy Secretary, Local Government Commission CERTIFICATE OF AUTHENTICATION This Note is issued under the provisions of the within mentioned Bond Order and Note Resolution. Date of authentication: [Do Not Sign] Finance Director, as Bond Registrar ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE the within note and all right thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer the within note on the books kept for registration thereof, with full power of substitution in the premises. Dated: 'dUkere communi� 6yinr! C3 z i-jUNN • • In the presence of: NOTICE: Signature must be guaranteed by an The signature to this assignment must institution which is a participant in the correspond with the name as it appears upon Securities Transfer Agent Medallion Program the face of the within note in every (STAMP) or similar program. particular, without alteration or enlargement or any change whatever. Section 4. The City covenants that, to the extent permitted by the Constitution and laws of the State of North Carolina, it will comply with the requirements of the Internal Revenue Code of 1986, as amended or as may be amended from time to time, and any Treasury regulations now or hereafter promulgated thereunder, to the extent necessary so that interest on the Note will not be included in the gross income of the owners of the Note for purposes of federal income tax. Section 5. The City hereby represents that it reasonably expects that it and all subordinate entities thereof will not issue in the aggregate more than $10,000,000 of tax-exempt obligations (not counting private -activity bonds except for qualified 501(c)(3) bonds as defined in the Code) during calendar year 2025. In addition, the City hereby designates the Note as a "qualified tax-exempt obligation" for the purposes of Section 265(b)(3) of the Code. Section 6. While the Note is outstanding, the City hereby agrees to provide the registered owner of the Note (a) a copy of its annual audited financial statements within 210 days of the end of the fiscal year and (b) such other information relating to the City, the System and the Additional Bond as the registered owner of the Note may reasonably request (excluding privileged or confidential information). Section 7. The City covenants that it will act with all due diligence and make all commercially and economically reasonable efforts in the construction and completion of the Project and otherwise so as to provide for the issuance of the Additional Bonds in a timely manner. Section 8. The Purchaser shall pay the purchase price for the Note (is equal to the principal amount of the Note) on the date of delivery of the Note by deposit into an account designated by the City and as directed by the City in writing to the Purchaser. Section 9. The officers, attorneys, employees and other agents of the City are hereby authorized to sign all certificates and instruments and to do all acts and things required of them by this resolution for the full, punctual -and complete performance of all of the terms, covenants and agreements contained in the Note, the Bond Order and this resolution. ?411ere communif� ��ins! am- w NUNN 4 s N x SF R Section 10. This resolution shall take effect upon its adoption. Adopted this 8th day of April 2025 by the City of Dunn, North Carolina. William P. Elmore Jr., Mayor ATTEST: ®®®® G,TY OPTOf Me is . Matti City Clerk JORP® ;� e I. SSA L A o�m� Vfiere wmvnuni� kT nsl SUPPLEMENTAL ORDER AUTHORIZING THE ISSUANCE BY THE CITY OF DUNN, NORTH CAROLINA OF $896269000 OF WATER AND SEWER SYSTEM REVENUE BONDS TO FINANCE IMPROVEMENTS TO THE CITY' S WATER AND SANITARY SEWER SYSTEM AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH BE IT ORDERED by the City Council (the "City Council") of the City of Dunn, North Carolina (the "City"): Section 1. The City Council does hereby find and determine as follows: (a) On August 9, 2022, the City Council adopted a bond order (the "Order") entitled: "BOND ORDER AUTHORIZING THE ISSUANCE OF WATER AND SEWER SYSTEM REVENUE BONDS TO PROVIDE FUNDS TO ACQUIRE, CONSTRUCT AND EQUIP IMPROVEMENTS TO THE CITY' S WATER AND SEWER SYSTEM; PROVIDING FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS; PROVIDING FOR THE ISSUANCE OF REVENUE BOND ANTICIPATION NOTES IN ANTICIPATION OF THE ISSUANCE OF REVENUE BONDS; PROVIDING FOR THE COLLECTION OF- SERVICE CHARGES FOR THE USE OF THE SYSTEM; PROVIDING FOR THE CREATION OF CERTAIN SPECIAL FUNDS; PLEDGING TO THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ,ON THE REVENUE BONDS AND NOTES CERTAIN NET REVENUES OF THE SYSTEM; SETTING FORTH THE RIGHTS AND REMEDIES OF HOLDERS; AND SETTING FORTH THE DETAILS OF CERTAIN RELATED MATTERS." (b) All of the bonds initially authorized by the Order have now been issued. Section 3.02 of the Order provides that the City may, from time to time, issue additional bonds under the Order for the purpose of financing improvements to the water and sewer system established pursuant to the Order (the "System), such additional bonds secured on a parity with and shall be entitled to the same benefit and security of the Order as all other bonds issued and outstanding thereunder. (c) On January 28, 2025, the City Council adopted a resolution expressing its intent to issue not to exceed $8,626,000 of additional revenue bonds under the Order for the purpose of providing funds, together with other available funds, to pay the costs of various improvements to the City's sanitary sewer system, including, without limitation, the upgrading and replacement of the Eastside Pump Station (the "Project"), making certain findings and requesting the Local Government Commission of North Carolina (the "Commission") to approve the application of the City to the Commission for the issuance of such additional bonds and to sell the proposed revenue bonds or revenue bond anticipation notes issued in anticipation therefor at a private sale without advertisement. (d) On April 1, 2025, -the Commission approved the application of the City for the issuance of $8,626,000 of additional revenue bonds under the Order to finance the Project in accordance with G.S. 159-86 and to sell revenue bond anticipation notes in anticipation of the issuance of such revenue bonds to PNC Bank, National Association. Vhere cammuni� kTins! C V70- m 3 jjUNN-s s s • NO_'_ Section 2. Pursuant to the provisions of The State and Local Government Revenue Bond Act, as amended (the "Act"), particularly G.S. 159-88, the City hereby authorizes the issuance of the revenue bonds of the City in an aggregate principal amount of $8,626,000 (the "Bonds") for the purpose of providing funds, together with any other available funds; to pay (a) the costs of the Project, (b) pay all or a portion of the interest on such bonds during the period of construction of the Project, (c) fund any necessary debt service reserve fund and (d) pay the fees and expenses incurred in connection with the sale and issuance of the Bonds. The Bonds shall mature at such -times and in such amounts as shall be determined by the Commission at the time of sale thereof and set forth in a resolution of the City Council adopted at the time of issuance of the Bonds. Revenue bond anticipation notes may be issued in anticipation of the issuance of the Bonds from time to time as provided in Article 9 of Chapter 159 of the General Statutes of North Carolina, as amended. Section 3. The Bonds, and any notes issued in anticipation thereof, shall be subject to redemption or prepayment at the times, upon the terms and conditions, and at the prices as shall be set forth in the resolution adopted at the_ time of issuance of the Bond or notes. . Section 4. The Bonds authorized hereby, and any notes issued in anticipation thereof, shall be secured on a parity basis by a pledge, charge and lien upon the Net Revenues (as defined in the Order) as provided in Section 5.03 of the Order, all as more fully provided in the Order. Any notes shall be further secured by the proceeds of the Bonds in anticipation of which the notes are issued. Section 5. This order shall take effect immediately upon its adoption. Adopted this 8th day of April 2025 by- the City of Dunn, North Carolina. A M City Clerk UNL I - 1-1 William P. Elmore Jr., Mayor ?Qllere community 6Tins! The City Council of the City of Dunn, North Carolina met in a regular meeting in the Council Chambers of the Dunn Municipal Building located at 401 E. Broad Street in Dunn, North Carolina, the regular place of meeting, at 6:30 p.m. on April 8, 2025. Present: Mayor William P. Elmore, Jr., presiding, and Council Members Absent: Council Member Also Present: Lc /Vjail 64t, AssisFun-f- Cc�k r l A" U/ introduced the following order the title of which was read and a copy of which had been previously distributed to each Council Member: SUPPLEMENTAL ORDER AUTHORIZING THE ISSUANCE BY THE CITY OF DUNN, NORTH CAROLINA OF $896269000 OF WATER AND SEWER SYSTEM REVENUE BONDS TO FINANCE IMPROVEMENTS TO THE CITY'S WATER AND SANITARY SEWER SYSTEM AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH BE IT ORDERED by the City Council (the "City Council") of the City of Dunn, North Carolina (the "City"): Section 1. The City Council does hereby find and determine as follows: (a) On August 9, 2022, the City Council adopted a bond order (the "Order") entitled: "BOND ORDER AUTHORIZING THE ISSUANCE OF WATER AND SEWER SYSTEM REVENUE BONDS TO PROVIDE FUNDS TO ACQUIRE, CONSTRUCT AND EQUIP IMPROVEMENTS TO , THE CITY' S WATER AND SEWER SYSTEM; PROVIDING FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS; PROVIDING FOR THE ISSUANCE OF REVENUE BOND ANTICIPATION NOTES IN ANTICIPATION OF THE ISSUANCE OF REVENUE BONDS; PROVIDING FOR THE COLLECTION OF SERVICE CHARGES FOR THE USE OF THE SYSTEM; PROVIDING FOR THE CREATION OF CERTAIN SPECIAL FUNDS; PLEDGING TO THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON THE REVENUE BONDS AND NOTES CERTAIN NET REVENUES OF THE SYSTEM; SETTING FORTH THE RIGHTS AND REMEDIES OF HOLDERS; AND SETTING FORTH THE DETAILS OF CERTAIN RELATED MATTERS." (b) All of the bonds initially authorized by the Order have now been issued. Section 3.02 of the Order provides that the City may, from time to time, issue additional bonds under the Order for the purpose of financing improvements to the water and sewer system established pursuant to the Order (the "System), such additional bonds secured on a parity with and shall be entitled to the same benefit and security of the Order as all other bonds issued and outstanding thereunder. (c) On January 28, 2025, the City Council adopted a resolution expressing its intent to issue not to exceed $8,626,000 of additional revenue bonds under the Order for the purpose of providing funds, together with other available funds, to pay the costs of various improvements to the City's sanitary sewer system, including, without limitation, the upgrading and replacement of the Eastside Pump Station (the "Project"), making certain findings and requesting the Local Government Commission of North Carolina (the "Commission") to approve the application of the City to the Commission for the issuance of such additional bonds and to sell the proposed revenue bonds or revenue bond anticipation notes issued in anticipation therefor at a private sale without advertisement. (d) On April 1, 2025, the Commission approved the application of the City for the issuance of $8,626,000 of additional revenue bonds under the Order to finance the Project in accordance with G.S. 159-86 and to sell revenue bond anticipation notes in anticipation of the issuance of such revenue bonds to PNC Bank, National Association. Section 2. Pursuant to the provisions of The State and Local Government Revenue Bond Act, as amended (the "Act"), particularly G.S. 159-88, the City hereby authorizes the issuance of the revenue bonds of the City in an aggregate principal amount of $8,626,000 (the "Bonds") for the purpose of providing funds, together with any other available funds, to pay (a) the costs of the Project, (b) pay all or a portion of the interest on such bonds during the period of construction of the Project, (c) fund any necessary debt service reserve fund and (d) pay the fees and expenses incurred in connection with the sale and issuance of the Bonds. The Bonds shall mature at such times and in such amounts as shall be determined by the Commission at the time of sale thereof and set forth in a resolution of the City Council adopted at the time of issuance of the Bonds. Revenue bond anticipation notes may be issued in anticipation of the issuance of the Bonds from time to time as provided in Article 9 of Chapter 159 of the General Statutes of North Carolina, as amended. Section 3. The Bonds, and any notes issued in anticipation thereof, shall be subject to redemption or prepayment at the times, upon the terms and conditions, and at the prices as shall be set forth in the resolution adopted at the time of issuance of the Bond or notes. Section 4. The Bonds authorized hereby, and any notes issued in anticipation thereof, shall be secured on a parity basis by a pledge, charge and lien upon the Net Revenues (as defined in the Order) as provided in Section 5.03 of the Order, all as more fully provided in the Order. Any notes shall be further secured by the proceeds of the Bonds in anticipation of which the notes are issued. Section 5. This order shall take effect immediately upon its adoption. 2 U on tion of Council Member. ��- •� seconded by Council Member AA A e foregoing order entitled "SUP MENTAL ORDER AUTHORIZING T E IS ANCE BY THE CITY OF DUNN, NORTH CAROLINA OF $8,626,000 OF WATER AND SEWER SYSTEM REVENUE BONDS TO FINANCE IMPROVEMENTS TO THE CITY' S WATER AND SANITARY SEWER SYSTEM AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH" was adopted by the following vote: Ayes: Noes: Thereupon, ( introduced the following resolution the title of which was read and a copy of which had been previously distributed to each Council Member: RESOLUTION PROVIDING FOR THE SALE AND ISSUANCE OF AN $8,626,000 WATER AND SEWER SYSTEM REVENUE BOND ANTICIPATION NOTE, SERIES 2025 BE IT RESOLVED by the City Council (the "City Council") of the City of Dunn, North Carolina (the "City"): Section 1. The City Council has determined and does hereby find, declare and represent the following: (a) Pursuant to The State and Local Government Revenue Bond Act, as amended (the "Act"), the City Council adopted a supplemental bond order on April 8, 2025 (the "Supplemental Order"), supplementing the bond order heretofore adopted by the City Council on August 9, 2022 (the "Original Bond Order" and, together with the Supplemental Order, the "Bond Order") authorizing the issuance of $8,626,000 of additional water and sewer system revenue bonds of the City (the "Additional Bonds") pursuant to Section 3.02 of the Original Bond Order for the purpose of providing funds, together with other available funds, to (i) pay the costs of various improvements to the City's sanitary sewer system, including, without limitation, the upgrading and replacement of the Eastside Pump Station (the "Project"), (ii) pay all or a portion of the interest on the Additional Bonds during the period of construction of the Project, (iii) fund any necessary debt service reserve fund and (iv) pay the fees and expenses incurred in connection with the sale and issuance of the Additional Bonds. (b) The Project constitutes "System Improvements" within the meaning of the Original Bond Order. (c) The Bond Order authorizes the City to issue revenue bond anticipation notes in anticipation of the receipt of the proceeds of the sale of the Additional Bonds. (d) None of the Additional Bonds have been issued and it is necessary to issue a revenue bond anticipation note (the "Note") in the principal amount of $8,626,000 at this time in anticipation of the receipt of the proceeds of the sale of a like amount of the Additional Bonds, 3 the proceeds of the Note to be applied, together with other available funds, to pay the costs of the Project and the fees and expenses incurred in connection with the sale and issuance of the Note and the Additional Bonds (e) PNC Bank, National Association has agreed to purchase the Note upon the issuance thereof at private sale pursuant to the terms set forth in this resolution and the Note for a purchase price equal to the principal amount of the Note. (f) The United States of America Department of Agriculture — Rural Development has agreed to purchase the Additional Bonds in the aggregate principal amount of $8,626,000, the proceeds of which will be applied to the repayment of the principal amount of the Note. (g) The Local Government Commission of North Carolina has approved the issuance and private sale of the Note and the Additional Bonds as described above as required by the Act and Article 9 of Chapter 159 of the General Statutes of North Carolina, as amended, prior to the issuance of the Note. Section 2. In anticipation of the receipt of the proceeds of the sale of a like amount of the Additional Bonds, the sale and issuance, pursuant to the Act and Article 9 of Chapter 159 of the General Statutes of North Carolina, as amended, of an $8,626,000 water and sewer system revenue bond anticipation note of the City is hereby authorized, which note shall be designated "Water and Sewer System Revenue Bond Anticipation Note, Series 2025" (the "Note"), shall be dated as of the date of delivery thereof, shall mature on April 15,, 2027, subject to prior prepayment as described below, and shall bear interest at the rate of 3.5 8 % per annum (subject to adjustment as provided below), which interest shall be payable annually on April 15, 2026 and on the maturity date of the Note, and shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The Note shall be payable as to both principal and interest at the principal office of PNC Bank, National Association in Raleigh, North Carolina, or otherwise as specified by the registered owner of the Note, and both the principal of and the interest on the Note shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. From and after the occurrence of an event of default under the Bond Order until such time as such event of default has been remedied or otherwise waived by the registered owner of the Note, the outstanding principal component of the Note shall bear interest at the Default Rate (hereinafter defined). Upon and after the occurrence of a Determination of Taxability (hereinafter defined) due to an Event of Taxability (hereinafter defined), the interest component of the Note shall be adjusted to bear interest at the Taxable Rate (hereinafter defined). In addition, in such event, the City shall pay to such owner (a) an amount necessary to reimburse such owner for any interest, penalties or other charges assessed by the Internal Revenue Service and the Department of Revenue by reason of such owner's failure to include the interest portion of the payments under the Note in its gross income for federal income tax purposes, together with any reasonable attorneys' fees, court costs or other out-of-pocket costs incurred by such owner in connection therewith, and (b) an amount equal to the positive difference, if any, between the amount of interest that would have been paid on the principal balances due under the Note from the Inclusion Date (hereinafter defined) if interest were computed at the Taxable Rate and the amount actually paid to the Purchaser. The City agrees to give prompt written notice to the M registered owner of the Note of the City's receipt of any notice or information from any source whatsoever to the effect that an Event of Taxability or. a Determination of Taxability shall have occurred. Notwithstanding any other provision of this Section to the contrary, the interest rate or rates payable on the Note shall not at any time exceed the Maximum Rate (hereinafter defined). For purposes of this resolution and the Note, the following capitalized terms shall have the following meanings: "Base Rate" means the greater of (a) the Prime Rate and (b) the Overnight Bank Funding Rate plus 0.50% per annum. If and when the Base Rate (or any component thereof) changes, the rate of interest with respect to any amounts hereunder to which the Base Rate applies will change automatically without notice to the City, effective on the date of any such change. "Business Day" means any day other than (A) a Saturday or Sunday or (B) a legal holiday on which commercial banks are authorized or required by law to be closed for business in Pittsburgh, Pennsylvania. "Default Rate" means the Base Rate plus 3.00% per annum, provided that the Default Rate shall in no event exceed the Maximum Rate. - "Determination of Taxability" means and shall be deemed to have occurred on the first to occur of the following: (i) on the date when the Purchaser notifies the City that it has received a written opinion by a nationally recognized firm of attorneys of substantial expertise on the subject of tax-exempt municipal finance to the effect that an Event of Taxability shall have occurred unless, within one hundred eighty (180) days after receipt by the City of such notification from the Purchaser, the City shall deliver to the Purchaser a ruling or determination letter issued to or on behalf of the City by the Commissioner or any District Director of the Internal Revenue Service (or any other governmental official exercising the same or a substantially similar function from time to time) to the effect that, after taking into consideration such facts as form the basis for the opinion that an Event of Taxability has occurred, an Event of Taxability shall not have occurred; (ii) on the date when the City shall be advised in writing by the Commissioner or any District Director of the Internal Revenue Service (or any other government official or agent exercising the same or a substantially similar function from time to time) that, based upon filings of the City or upon any review or audit of the City or upon any other ground whatsoever, an Event of Taxability shall have occurred; or (iii) on the date when the City shall receive notice from the Purchaser that the Internal Revenue Service (or any other government official or agency exercising the same or a substantially similar function from time to time) has assessed as includable in the gross income of the Purchaser the interest on the Installment Payments due to the occurrence of an Event of Taxability; provided, however, no Determination of Taxability shall occur under subparagraph (ii) or (iii) hereunder unless the City has been -afforded the reasonable opportunity, at its expense, to contest 5 any such assessment, and, further, no Determination of Taxability shall occur until such contest, if made, has been finally determined; provided further, however, that upon demand from the Purchaser, the City shall promptly reimburse such registered owner for any payments, including any taxes, interest, penalties or other charges, such registered owner shall be obligated to make as a result of the Determination of Taxability. "Event of Taxability" means (i) the taking of any action by the City, or the failure to take any action by the City, or the making by the City of any misrepresentation herein or in any certificate required to be given in connection with the issuance of the Note which has the effect of causing interest paid or payable on the Note to become includable, in whole or in part, in the gross income of the Purchaser for federal income tax purposes or (ii) the entry of any decree or judgment by a court of competent jurisdiction, or the taking of any official action by the Internal Revenue Service or the Department of the Treasury, which decree, judgment or action shall be final under applicable procedural law, in either case, which has the effect of causing interest paid or payable on the Note to become includable, in whole or in part, in the gross income of the Purchaser for federal income tax purposes with respect to the Note as a result of any action by the City, or the failure to take any action by the City, or the making by the City of any misrepresentation herein or in any certificate required to be given in connection with the issuance of the Note. "Inclusion Date" means the date that the interest component of the Note first becomes includable in the gross income of the owner of the Note as a result of a Determination of Taxability. "Maximum Rate" means the lesser of (a) 12% per annum and (b) the maximum rate permitted by applicable law. "NYFRB" means the Federal Reserve Bank of New York. "Overnight Bank Funding Rate" means, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg) selected by the Purchaser for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Purchaser at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the City. "Prime Rate" means the rate publicly announced by the Purchaser from time to time as its prime rate. The Prime Rate is determined from time to time by the Purchaser as a means of pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of interest or index and does not necessarily reflect the lowest rate of interest actually charged by the Purchaser to any particular class or category of customers. 0 "Purchaser" means PNC Bank, National Association or any successor or assign thereof as permitted hereby. "Taxable Rate" means an interest rate that, had it been in effect, would have resulted in the same after tax equivalent yield to the Purchaser that the Purchaser would have realized if interest on the Note were subject to federal income taxation of gross income at the highest corporate income tax rate in effect at the time of receipt of the interest; provided, however, that in no event shall the Taxable Rate exceed the Maximum Rate at any time. The Note shall be subject to prepayment in whole on any date not more than 45 days prior to its maturity date at a prepayment price equal to 100% of the principal amount thereof, plus accrued interest thereon to the prepayment date. The City shall provide notice of any such prepayment of the Note to the registered owner of the Note at least ten (10) days prior to the date fixed for prepayment unless otherwise waived by the registered owner of the Note. The Note shall be a special obligation of the City payable from, and secured by a pledge, charge and lien upon, the proceeds of the sale of a like amount of the Additional Bonds and from the Net Revenues (as defined in the Bond Order) to the extent and as provided in the Bond Order and this resolution. Neither the faith and credit nor the taxing power of the City is pledged to the payment of the principal of or interest on the Note, and the owner of the Note has no right to compel the exercise of the taxing power of the City or the forfeiture of any of its property except for the Net Revenues in connection with any default thereon except as provided in the Note and the Bond Order. The Note shall be sold to PNC Bank, National Association at a purchase price equal to $8,626,000, such purchase price and the interest rate set forth above being in the best interests of the City. Section 3. The Note shall be signed by the Mayor or, in the absence of the Mayor, the Mayor Pro Tempore, and the City Clerk or any assistant or deputy City Clerk of the City and the official seal of the City shall be impressed on the Note. The form of the Note and the endorsement to be placed upon the reverse thereof shall be substantially as follows: He $8,626,000 United States of America State of North Carolina Harnett County CITY OF DUNK WATER AND SEWER SYSTEM REVENUE BOND ANTICIPATION NOTE SERIES 2025 The City of Dunn, North Carolina (the "City"), a municipal corporation duly organized and validly existing under the laws of the State of North Carolina, is justly indebted and for value received hereby promises to pay, solely from the sources and as hereinafter provided, to PNC BANK, NATIONAL ASSOCIATION or its registered assigns, on the 15th day of April, 2027, the principal sum of 7 EIGHT MILLION SIX HUNDRED TWENTY-SIX THOUSAND DOLLARS and to pay interest thereon from the date hereof, calculated on the basis of a 3 60-day year consisting of twelve 30-day months, solely from such sources, at the rate of 3.58% per annum (subject to adjustment as provided below) annually on April 15, 2026 and on the maturity date of this Note, payable at the designated office of PNC Bank, National Association in Raleigh, North Carolina, or otherwise as specified by the registered owner of this Note. Both the principal of and the interest on this Note are payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Upon payment of the principal of and interest on this Note, the registered owner of this Note shall promptly cancel and surrender this Note at the office of the Finance Director of the City of Dunn, North Carolina. From and after the occurrence of an event of default under the Bond Order (hereinafter defined) until such time as such event of default has been remedied or otherwise waived by the registered owner of this Note, the outstanding principal component of this Note shall bear interest at the Default Rate (hereinafter defined). Upon and after the occurrence of a Determination of Taxability (hereinafter defined) due to an Event of Taxability (hereinafter defined), this Note shall bear interest at the Taxable Rate (hereinafter defined). In addition, in such event, the City shall pay to such owner (a) an amount necessary to reimburse such owner for any interest, penalties or other charges assessed by the Internal Revenue Service and the Department of Revenue by reason of such owner's failure to include the interest portion of the payments under this Note in its gross income for federal income tax purposes, together with any reasonable attorneys' fees, court costs or other out-of- pocket costs incurred by such owner in connection therewith, and (b) an amount equal to the positive difference, if any, between the amount of interest that would have been paid on the principal balances due under this Note from the Inclusion Date (hereinafter defined) if interest were computed at the Taxable Rate and the amount actually paid to the Purchaser. The City agrees to give prompt written notice to such owner of the City's receipt of any notice or information from any source whatsoever to the effect that an Event of Taxability or a Determination of Taxability shall have occurred. Notwithstanding any other provision of this Section to the contrary, the interest rate or rates payable on this Note shall not at any time exceed the Maximum Rate (hereinafter defined). For purposes of this Note, the following capitalized terms shall have the following meanings: "Base Rate" means the greater of (a) the Prime Rate and (b) the Overnight Bank Funding Rate plus 0.50% per annum. If and when the Base Rate (or any component thereof) changes, the rate of interest with respect to any amounts hereunder to which the Base Rate applies will change automatically without notice. to the City, effective on the date of any such change. "Business Day" means any day other than (A) a Saturday or Sunday or (B) a legal holiday on which commercial banks are authorized or required by law to be closed for business in Pittsburgh, Pennsylvania. E'1 "Default Rate" means the Base Rate plus 3.00% per annum, provided that the Default Rate shall in no event exceed the Maximum Rate. "Determination of Taxability" means and shall be deemed to have occurred on the first to occur of the following: (i) on the date when the Purchaser notifies the City that it has received a written opinion by a nationally recognized firm of attorneys of substantial expertise on the subject of tax-exempt municipal finance to the effect that an Event of Taxability shall have occurred unless, within one hundred eighty (180) days after receipt by the City of such notification from the Purchaser, the City shall deliver to the Purchaser a ruling or determination letter issued to or on behalf of the City by the Commissioner or any District Director of the Internal Revenue Service (or any other governmental official exercising the same or a substantially similar function from time to time) to the effect that, after taking into consideration such facts as form the basis for the opinion that an Event of Taxability has occurred, an Event of Taxability shall not have occurred; (ii) on the date when the City shall be advised in writing by the Commissioner or any District Director of the Internal Revenue Service (or any other government official or agent exercising the same or a substantially similar function from time to time) that, based upon filings of the City or upon any review or audit of the City or upon any other ground whatsoever, an Event of Taxability shall have occurred; or (iii) on the date when the City shall receive notice from the Purchaser that the Internal Revenue Service (or any other government official or agency exercising the same or a substantially similar function from time to time) has assessed as includable in the gross income the interest on the Installment Payments due to the occurrence of an Event of Taxability; provided, however, no Determination of Taxability shall occur under subparagraph (ii) or (iii) hereunder unless the City has been afforded the reasonable opportunity, at its expense, to contest any such assessment, and, further, no Determination of Taxability shall occur until such contest, if made, has been finally determined; provided further, however, that upon demand from the Purchaser, the City shall promptly reimburse such registered owner for any payments, including any taxes, interest, penalties or other charges,. such registered owner shall be obligated to make as a result of the Determination of Taxability. "Event of Taxability" means (i) the taking of any action by the City, or the failure to take any action by the City, or the making by the City of any misrepresentation herein or in any certificate required to be given in connection with the issuance of this Note which has the effect of causing interest paid or payable on this Note to become includable, in whole or in part, in the gross income of the Purchaser for federal income tax purposes or (ii) the entry of any decree or judgment by a court of competent jurisdiction, or the taking of any official action by the Internal Revenue Service or the Department of the Treasury, which decree, judgment or action shall be final under applicable procedural law, in either case, which has the effect of causing interest paid or payable on this Note to become includable, in whole or in part, in the gross income of the Purchaser for federal income tax purposes with respect to this Note as a result of any action by the City, or the failure to take any action by the City, or the making by the City of any misrepresentation herein or in any certificate required to be given in connection with the issuance of this Note. 9 "Inclusion Date" means the date that the interest component of this Note first becomes includable in the gross income of the owner of this Note as a result of a Determination of Taxability. "Maximum Rate" means the lesser of (a) 12% per annum and (b) the maximum rate permitted by applicable law. "NYFRB" means the Federal Reserve Bank of New York. "Overnight Bank Funding Rate" means, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg) selected by the Purchaser for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Purchaser at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the City. "Prime Rate" means the rate publicly announced by the Purchaser from time to time as its prime rate. The Prime Rate is determined from time to time by the Purchaser as a means of pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of interest or index and does not necessarily reflect the lowest rate of interest actually charged by the Purchaser to any particular class or category of customers. "Purchaser" means PNC Bank, National Association or any successor or assign thereof as permitted hereby. "Taxable Rate" means an interest rate that, had it been in effect, would have resulted in the same after tax equivalent yield to the Purchaser that the Purchaser would have realized if interest on this Note were subject to federal income taxation of gross income at the highest corporate income tax rate in effect at the time of receipt of the interest; provided, however, that in no event shall the Taxable Rate exceed the Maximum Rate at any time. This Note is issued pursuant to and in accordance with Article 5 and Article 9 of Chapter 159 of the General Statutes of North Carolina, as amended, a bond order adopted by the City Council (the "City Council") of the City on August 9, 2022, as supplemented and amended by a supplemental bond order adopted by the City Council of the City on April 8, 2025 (collectively, the "Bond Order"), and a resolution adopted by the City Council of the City on April 8, 2025 (the "Note Resolution")-. This Note is issued in anticipation of the receipt of the proceeds of sale of a like amount of the City's water and sewer system revenue bonds, and the proceeds hereof shall be used to pay the costs the various improvements to the System (as defined in the Bond Order) and certain fees and expenses incurred in connection with the sale and issuance of this Note and such bonds. 10 This Note is a special obligation of the City payable solely from, and secured by a pledge, charge and lien upon, the proceeds of the sale of a like amount of revenue bonds of the City and from the Net Revenues (as defined in the Bond Order) to the extent and as provided in the Bond Order and the Note Resolution. Neither the faith and credit nor the taxing power of the City is pledged to the payment of the principal of or interest on this Note, and the owner of this Note has no right to compel the exercise of the taxing power of the City or the forfeiture of any of its property except for the Net Revenues in connection with any default hereon except as provided in this Note, the Bond Order and the Note Resolution. Reference is hereby made to the Bond Order and the Note Resolution and to all amendments and supplements thereto for a description of the provisions, among others, respecting the nature and extent of the security, the rights, duties and obligations of the City, the rights of the owner of this Note, the deposit of proceeds of this Note and the terms upon which this Note is issued and secured. This Note is subject to prepayment in whole on any date not more than 45 days prior to its maturity date at a prepayment price equal to 100% of the principal amount hereof, plus accrued interest thereon to the prepayment date. The City shall provide notice of any such prepayment of this Note to the registered owner hereof at least ten (10) days prior to the date fixed for prepayment unless otherwise waived by such registered owner. The City has designated this Note as a "qualified tax-exempt obligation" for the purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. It is hereby certified and recited that all acts, conditions and things required by the Constitution and laws of North Carolina to happen, exist and be performed precedent to and in the issuance of this Note have happened, exist and have been performed in regular and due form and time as so required. IN WITNESS WHEREOF,` the City, pursuant to a resolution adopted by the City Council of the City, has caused this Note to be signed by the [Mayor] [Mayor Pro Tempore] and the [Deputy] [Assistant] City Clerk of the City and the official seal of the City to be impressed hereon, all as of the day of April, 2025. [SEAL] [Do Not Sign] [Mayor] [Mayor Pro Tempore] [Do Not Sign] [Deputy] [Assistant] City Clerk 11 CERTIFICATE OF- LOCAL GOVERNMENT COMMISSION The issuance of the within City of Dunn, North Carolina Water and Sewer System Revenue Bond Anticipation Note, Series 2025 has been approved under the provisions of The State and Local Government Revenue Bond Act of North Carolina, as amended. L.G.C. No. [Do Not Sign] JENNIFER WIMMER Deputy Secretary, Local Government Commission CERTIFICATE OF AUTHENTICATION This Note is issued under the provisions of the within mentioned Bond Order and Note Resolution. Date of authentication: [Do Not Sign] Finance Director, as Bond Registrar ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE the within note and all right thereunder, and hereby irrevocably constitutes and appoints , attorney, to transfer the within note on the books kept for registration thereof, with full power of substitution in the premises. Dated: 12 In the presence of: NOTICE: Signature must be guaranteed by The signature to this assignment must an institution which is a participant in the correspond with the name as it appears Securities Transfer Agent Medallion Program upon the face of the within- note in every (STAMP) or similar program. particular, without alteration or enlargement or any change whatever. Section 4. The City covenants that, to the extent permitted by the Constitution and laws of the State of North Carolina, it will comply with the requirements of the Internal Revenue Code of 1986, as amended or as may be amended from time to time, and any Treasury regulations now or hereafter promulgated thereunder, to the extent necessary so that interest on the Note will not be included in the gross income of the owners of the Note for purposes of federal income tax. Section 5. The City hereby represents that it reasonably expects that it and all subordinate entities thereof will not issue in the aggregate more than $10,000,000 of tax-exempt obligations (not counting private -activity bonds except for qualified 501(c)(3) bonds as defined in the Code) during calendar year 2025. In addition, the City hereby designates the Note as a "qualified tax-exempt obligation" for the purposes of Section 265(b)(3) of the Code. Section 6. While the Note is outstanding, the City hereby agrees to provide the registered owner of the Note (a) a copy of its annual audited financial statements within 210 days of the end of the fiscal year and (b) such other information relating. to the City, the System and the Additional Bond as the registered owner of the Note may reasonably request (excluding privileged or confidential information). Section 7. The City covenants that it will act with all due diligence and make all commercially and economically reasonable efforts in the construction and completion of the Project and otherwise so as to provide for the issuance of the Additional Bonds in a timely manner. Section 8. The Purchaser shall pay the purchase price for the Note (is equal to the principal amount of the Note) on the date of delivery of the Note by deposit into an account designated by the City and as directed by the City in writing to the Purchaser. Section 9. The officers, attorneys, employees and other agents of the City are hereby authorized to sign all certificates and instruments and to do all acts and things required of them by this resolution for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Note, the Bond Order and this resolution. Section 10. This resolution shall take- effect upon its adoption. 13 1 Upon otion of Council Member , seconded by Council Member ;1 ` he foregoing resolution entitled "RESO UTION PROVIDING FOR THE SALE AND ISSUANCE OF AN $8,626,000 WATER AND SEWER SYSTEM REVENUE BOND ANTICIPATION NOTE, SERIES 2025" was adopted by the following vote: Ayes: S Noes: ® I, Melissa Matti, City Clerk of the City of Dunn, North Carolina, DO HEREBY CERTIFY that the foregoing is a true copy of so much of the proceedings of the City Council of said City at a regular meeting held on April 8, 2025, as relates in any way to the adoption of the foregoing order and resolution relating to the sale and issuance of revenue bonds and a revenue bond anticipation note by said City and that said proceedings are to be recorded in the minutes of said City Council. I DO HEREBY FURTHER CERTIFY that proper notice of such meeting was given as required by North Carolina law. WITNESS my hand and the official seal of said City this 8ffi day of April, 2025. City Clerk ®RP® [SEAL] 6EAL s 0 090i 14