Agenda 05-20-25; 6-a - Adoption of the Final Financing Resolution Authorizing the Issuance of Installment Purchase Financing for Various Capital Investment Plan Projects

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93 At present, Section 159-34 of the General Statutes of North Carolina requires that the County's financial statements be prepared in accordance with generally accepted accounting principles and that they be audited in accordance with generally accepted auditing standards. The County has acknowledged in the Trust Agreement that its undertaking pursuant to Rule 15c2- 12 is intended to be for the benefit of the registered owners of the 2025 Bonds and is enforceable by the Trustee or by any registered owner of the 2025 Bonds. THE RIGHT TO ENFORCE THE PROVISIONS OF THE COUNTY'S RULE 15C2-12 UNDERTAKINGS IS LIMITED TO A RIGHT TO OBTAIN SPECIFIC PERFORMANCE OF THE COUNTY'S OBLIGATIONS AND A FAILURE BY THE COUNTY TO COMPLY WITH ITS RULE 15C2-12 UNDERTAKINGS WILL NOT BE AN EVENT OF DEFAULT UNDER THE TRUST AGREEMENT AND WILL NOT RESULT IN ACCELERATION OF THE INSTALLMENT PAYMENTS. The County may modify from time to time,consistent with Rule 15c2-12,the information provided or the format of the presentation of such information,to the extent necessary or appropriate in the judgment of the County; provided that(1) any such modification may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the County; (2)the information to be provided, as modified,would have complied with the requirements of the Rule 15c2-12 as of the date of this Official Statement,after taking into account any amendments or interpretations of the Rule 15c2-12, as well as any changes in circumstances; and (3) any such modification does not materially impair the interest of the Owners or the beneficial owners, as determined by the Trustee or nationally recognized bond counsel or by the approving vote of the Owners of a majority in principal amount of the 2025 Bonds. Any annual financial information containing modified operating data or financial information will explain,in narrative form,the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. The County's Rule 15c2-12 undertakings will terminate on payment, or provision having been made for payment in a manner consistent with the Rule 15c2-12, in full of the principal and interest with respect to the 2025 Bonds. THE COUNTY'S CONTINUING DISCLOSURE COMPLIANCE [To be reviewed/confirmed] During the past five years, the County has complied in all material respects with the terms of its prior undertakings under Rule 15c2-12. The audited financial statements and required statistical data for the fiscal year ended June 30,2020,while timely filed by the County,were not properly linked to the CUSIP numbers for the County's Limited Obligation Bonds, Series 2019B on EMMA. Additionally, while the County timely filed notice of the incurrence of a material financial obligation with respect to its issuance of$41,535,000 Limited Obligation Bonds, Series 2022, such notice was not properly linked to the CUSIP numbers for the County's General Obligation School Bonds, Series 2020 on EMMA. The County updated the CUSIP numbers to which such filings are linked. The County believes that at this point, it has filed all the financial information that its previous commitments require, and that all required financial information is posted with regard to all relevant CUSIP numbers. UNDERWRITING The Underwriters have agreed under the terms of a Bond Purchase Agreement (the "Purchase Agreement")to purchase all of the 2025 Bonds,if any of the 2025 Bonds are to be purchased,at a purchase price equal to 100% of the principal amount of the 2025 Bonds, plus/less net original issue premium/discount of$ , less an Underwriters' discount of$ . The Underwriters' obligation to purchase the 2025 Bonds is subject to certain terms and conditions set forth in the Purchase Agreement. 22