COUNTY COUNCIL OF HARFORD COUNTY,...

RESOLUTION NO. 001-16

RESOLUTION NO. 001-16 1

G:\LEGISLATIVE PROCESS\RESOLUTIONS\2016\001-16 (Consolidated Public Improvement Bonds Series 2016)\SIGNATURE READY.Resolution 001-16 (Consolidated Public Improvement Bonds Series 2016).doc

COUNTY COUNCIL OF HARFORD COUNTY, MARYLAND 1 2 RESOLUTION NO. 001-16 3 4 Special Legislative Session Day 16-006 (February 9, 2016) 5 Introduced by Council President Slutzky 6 at the request of the County Executive 7 8 RESOLUTION 9 10 A RESOLUTION of the County Council of Harford County, Maryland (the “County 11

Council”), having reference to the issuance of Forty Million Dollars ($40,000,000) 12 aggregate principal amount of serial maturity bonds known as Harford County, 13 Maryland Consolidated Public Improvement Bonds, Series 2016 (the “Series 2016 14 CPI Bonds”), fixing the interest rates payable on the Series 2016 CPI Bonds so 15 authorized and awarding the Series 2016 CPI Bonds to the successful bidder(s) 16 therefor upon the basis of bids received this day in accordance with the advertisement 17 and official Notice of Sale giving notice of the sale pursuant to Resolution No. 032-18 15 adopted on December 15, 2015 and Resolution No. 002-16 adopted on February 19 2, 2016 approving the change in date of the sale; determining that the Series 2016 20 CPI Bonds which mature on or after September 15, 2026 shall be subject to 21 redemption prior to maturity; prescribing the form of the Series 2016 CPI Bonds and 22 the method of execution and authentication thereof; and affirming that certain 23 revenues are pledged to the payment of a portion of the Series 2016 CPI Bonds; 24 authorizing the County Executive to enter into a Continuing Disclosure Agreement 25 with respect to the Series 2016 CPI Bonds; and affirming that the full faith and credit 26 and unlimited taxing power of Harford County, Maryland are pledged to the payment 27 of the principal, premium (if any) and interest on the Series 2016 CPI Bonds. 28

29

As Introduced




WHEREAS, the Series 2016 CPI Bonds are to be issued for general projects pursuant to and 1

in full conformity with the provisions of Bill No. 07-16, As Amended, enacted by the County 2

Council on July 10, 2007, effective September 17, 2007, as revised by Bill No. 12-39, enacted by the 3

County Council on November 20, 2012, effective January 28, 2013 (the “General Obligation Bonds 4

of 2008 Bill”); its Water and Sewer Bonds of 2008 (the “Water and Sewer Bonds of 2008”) 5

authorized by Bill No. 07-17, enacted by the County Council on July 10, 2007, effective September 6

17, 2007 (the “Water and Sewer Bonds of 2008 Bill”); its General Obligation Bonds of 2009 (the 7

“General Obligation Bonds of 2009”) authorized by Bill No. 08-35, As Amended, enacted by the 8

County Council on June 17, 2008, effective August 25, 2008, as revised by Bill No. 11-25, enacted 9

by the County Council on July 12, 2011, effective September 19, 2011, as further revised by Bill No. 10

12-39, enacted by the County Council on November 20, 2012, effective January 28, 2013 (the 11

“General Obligation Bonds of 2009 Bill”); its Water and Sewer Bonds of 2009 (the “Water and 12

Sewer Bonds of 2009”) authorized by Bill No. 08-36, enacted by the County Council on June 10, 13

2008, effective August 18, 2008 (the “Water and Sewer Bonds of 2009 Bill”); its General Obligation 14

Bonds of 2010 (the “General Obligation Bonds of 2010”) authorized by Bill No. 09-26, As 15

Amended, enacted by the County Council on November 10, 2009, effective January 12, 2010 (the 16


Sewer Bonds of 2010”) authorized by Bill No. 09-27, enacted by the County Council on November 18

10, 2009, effective January 12, 2010 (the “Water and Sewer Bonds of 2010 Bill”); its General 19

Obligation Bonds of 2011 (the “General Obligation Bonds of 2011”) authorized by Bill No. 10-18, 20

enacted by the County Council on June 15, 2010, effective August 16, 2010, as revised by Bill No. 21

As Introduced




11-25, enacted by the County Council on July 12, 2011, effective September 19, 2011, and as further 1

revised by Bill No. 14-29, enacted by the County Council on October 14, 2014, effective December 2

15, 2014 (the “General Obligation Bonds of 2011 Bill”); its Water and Sewer Bonds of 2012 (the 3

“Water and Sewer Bonds of 2012”) authorized by Bill Nos. 11-26 and 11-27, enacted by the County 4

Council on July 12, 2011, effective September 19, 2011, As Amended by Emergency Bill No. 11-53, 5

enacted by the County Council on December 6, 2011, effective December 13, 2011, as further 6

amended by Bill No. 12-49, enacted by the County Council on December 4, 2012, effective February 7

11, 2013 (the “Water and Sewer Bonds of 2012 Bill”); its General Obligation Bonds of 2012 (the 8

“General Obligation Bonds of 2012”) authorized by Bill No. 11-28, enacted by the County Council 9

on July 12, 2011, effective September 19, 2011, as revised by Bill No. 15-18, enacted by the County 10

Council on September 15, 2015, effective November 16, 2015 (the “General Obligation Bonds of 11

2012 Bill”); its Water and Sewer Bonds of 2013 (the “Water and Sewer Bonds of 2013”) authorized 12

by Bill No. 12-36, As Amended, enacted by the County Council on November 20, 2012, effective 13

January 28, 2013 (the “Water and Sewer Bonds of 2013 Bill”); its General Obligation Bonds of 2014 14

(the “General Obligation Bonds of 2014”) authorized by Bill No. 13-20, As Amended, enacted by the 15


by the County Council on October 16, 2014, effective December 15, 2014, as further revised by Bill 17

No. 15-18, enacted by the County Council on September 15, 2015, effective November 16, 2015 (the 18


Sewer Bonds of 2014”) authorized by Bill No. 12-37, As Amended, enacted by the County Council 20

on November 20, 2012, effective January 28, 2013 (the “Water and Sewer Bonds of 2014 Bill”); its 21

As Introduced




General Obligation Bonds of 2015 (the “General Obligation Bonds of 2015”) authorized by Bill No. 1

14-24, As Amended, enacted by the County Council on June 17, 2014, effective August 25, 2014, as 2

revised by Bill No. 15-18, enacted by the County Council on September 15, 2015, effective 3

November 16, 2015, as further revised by Bill No. 15-19, enacted by the County Council on 4

September 15, 2015, effective November 16, 2015 (the “General Obligation Bonds of 2015 Bill”); its 5

Water and Sewer Bonds of 2015 (the “Water and Sewer Bonds of 2015”) authorized by Bill No. 15-6

20, enacted by the County Council on September 15, 2015, effective November 16, 2015 (the “Water 7

and Sewer Bonds of 2015 Bill”); and Bill Nos. 11-25 and 12-39, enacted on July 12, 2011 and 8

November 20, 2012, respectively, effective on September 19, 2011 and January 26, 2013, 9

respectively (collectively, the “Authorization Legislation”); and 10

WHEREAS, pursuant to Resolution No. 032-15 (the "Terms of Sale Resolution") adopted by 11

the County Council on December 15, 2015, effective immediately, an issue of bonds known as 12

Harford County, Maryland Consolidated Public Improvement Bonds, Series 2016 (the “Series 2016 13

CPI Bonds”), was authorized to be issued and sold at public sale after due advertisement giving 14

notice of sale (“Notice of Sale”), and the terms of sale were determined in accordance with the terms 15

and conditions of the Authorization Legislation; and 16

WHEREAS, it was provided in the Authorization Legislation that the issue of Series 2016 17

CPI Bonds described above should be sold by bids on sealed written proposals and/or electronic bids 18

to the Treasurer, Harford County, Maryland; and 19

WHEREAS, it was provided in the Notice of Sale that the issue of Series 2016 CPI Bonds 20

described above should be sold on Tuesday, January 26, 2016 at 10:30 A.M. (E.S.T.); and 21

As Introduced




WHEREAS, due to weather conditions, the date of sale of the Series 2016 CPI Bonds was 1

changed to February 9, 2016 at 10:30 a.m., pursuant to action of the County Executive and the 2

County Treasurer, approved by the County Council by Resolution No. 001-16, adopted on February 3

2, 2016; and 4

WHEREAS, the public sale was held on February 9, 2016, in accordance with the terms of 5

the Notice of Sale and notice of the change in date of the sale at which time electronic bids were 6

received for the purchase of the Series 2016 CPI Bonds and were publicly opened in the presence of 7

the Treasurer of Harford County, Maryland and Public Advisory Consultants, financial advisor to 8

Harford County, Maryland; and 9

WHEREAS, the Series 2016 CPI Bonds were offered for sale pursuant to the Notice of Sale 10

and a Notice of Postponement of Sale on January 25, 2016 and a Notice of New Sale Date on 11

January 27, 2016, sent to BidComp/Parity/www.i-dealprospectus.com and notice published in The 12

Aegis on January 29, 2016 and February 3, 2016 and pursuant to the Preliminary Official Statement 13

issued by the County dated January 19, 2016; and 14

WHEREAS, the Financial Advisor to the County has advised the County, as indicated in 15

Exhibit A attached hereto, and the County Executive of the County has recommended to the County 16

Council based upon the advice of the Financial Advisor that the Series 2016 CPI Bonds bids have 17

been received and reviewed and that the lowest interest cost to the County for the Series 2016 CPI 18

Bonds in accordance with the Notice of Sale as revised and approved by the County Treasurer, has 19

been determined; and 20

As Introduced




WHEREAS, after study and computation it has been determined that the overall lowest 1

interest cost to Harford County, Maryland determined in accordance with the true interest cost 2

method represented by the various bids for the Series 2016 CPI Bonds are as follows: 3

4

BIDDER TRUE INTEREST COST 5

Citigroup Global Markets Inc. 2.292620 6 Piper Jaffray 2.318237 7 Mesirow Financial, Inc. 2.323508 8 Bank Of America Merrill Lynch 2.363674 9 J.P Morgan Securities LLC 2.372529 10 Robert W. Baird & Co., Inc. 2.376155 11 Fidelity Capital Markets 2.436938 12 SunTrust Robinson Humphrey 2.472468 13 14 15 WHEREAS, the Financial Advisor has advised the County Treasurer that the net low interest 16

cost to the County of the Series 2016 CPI Bonds will be $10,167,593.39 17

WHEREAS, Public Advisory Consultants and the County Treasurer have advised that the bid 18

made by Citigroup Global Markets Inc. is the lowest interest rate of the bids received for the issue of 19

Series 2016 CPI Bonds hereinabove referred to; and 20

WHEREAS, the County Council of Harford County, Maryland has been advised by bond 21

counsel that the best bid, as heretofore recited, was made in accordance with the terms of the Notice 22

of Sale and notice of the change in date of the sale for the Series 2016 CPI Bonds as reviewed and 23

approved by the County Treasurer and the financial advisor of the County; and 24

WHEREAS, the County Council of Harford County, Maryland is now ready to accept the bid 25

for said issue of Series 2016 CPI Bonds as submitted by Citigroup Global Markets Inc. at the price 26

As Introduced




named in their bid, the Series 2016 CPI Bonds of the respective serial maturities to bear interest in 1

accordance with the terms of said bid, and also to fix the interest rates payable on the Series 2016 2

CPI Bonds in accordance with the terms of said bid; and 3

NOW, THEREFORE, BE IT RESOLVED by the County Council of Harford County, 4

Maryland: 5

Section 1. That the Notice of Sale, with changes approved by the County Treasurer, of the 6

$40,000,000 Series 2016 CPI Bonds, in form attached hereto as Exhibit B and notice of 7

postponement of sale in form attached hereto as Exhibit C, and new sale date attached hereto as 8

Exhibit D, sent to BidComp/Parity/www.i-dealprospectus.com on January 25, 2016 and January 27, 9

2016, respectively, is approved. 10

Section 2. That the bid of Citigroup Global Markets Inc. for the Forty Million Dollar 11

($40,000,000) aggregate principal amount of the Series 2016 CPI Bonds be and the same is hereby 12

accepted, at a true interest cost of $13,860,979.10 and a premium of $3,693,385.71. 13

Section 3. That the Series 2016 CPI Bonds described above are hereby awarded to Citigroup 14

Global Markets Inc. at the price named in their bid, and the Series 2016 CPI Bonds, when prepared 15

in definitive form, shall be duly executed as required by law and delivered to The Depository Trust 16

Company, New York, New York (“DTC”) and registered in the name of Cede & Co., as nominee of 17

DTC in accordance with the terms and conditions of said sale, such delivery to be made upon receipt 18

of the total purchase price for the issue of Series 2016 CPI Bonds including premium (if any), plus 19

accrued interest (if any), less the good faith deposit received from said purchasers to secure their bid 20

As Introduced




which has been accepted, said purchase price for the Series 2016 CPI Bonds to be paid to the 1

Treasurer of Harford County, Maryland. 2

Section 4. That the aggregate principal amount of Series 2016 CPI Bonds as provided in the 3

Notice of Sale is hereby determined to be Forty Million Dollars ($40,000,000) and the final principal 4

amount of each maturity, as provided in the Notice of Sale, is determined to be: 5

September 15 Preliminary September 15 Preliminary 6 Year of Maturity Principal Amount Year of Maturity Principal Amount 7

8 2016 $1,725,000 2026 $2,025,000 9 2017 1,790,000 2027 2,045,000 10 2018 1,810,000 2028 2,065,000 11 2019 1,830,000 2029 2,090,000 12 2020 1,855,000 2030 2,110,000 13 2021 1,880,000 2031 2,135,000 14 2022 1,910,000 2032 2,165,000 15 2023 1,940,000 2033 2,190,000 16 2024 1,965,000 2034 2,220,000 17 2025 2,000,000 2035 2,250,000 18 19

Section 5. That the Series 2016 CPI Bonds shall bear interest at the following rates: 20

September 15 Maturity Date

Rate

September 15 Maturity Date

Rate

2016 5.0 2026 2.0 2017 5.0 2027 2.0 2018 5.0 2028 2.0 2019 5.0 2029 3.0 2020 5.0 2030 3.0 2021 5.0 2031 3.0 2022 5.0 2032 3.25 2023 5.0 2033 3.25 2024 5.0 2034 3.5 2025 2.0 2035 3.5

21

As Introduced




Section 6. That the interest rates, as set forth in Section 5 hereof, are hereby fixed and 1

adopted as and for the interest rates payable on the Series 2016 CPI Bonds. 2

Section 7. That the proper officers of Harford County, Maryland, are hereby authorized to 3

return the certified or other checks or good faith deposit or financial surety bonds received with the 4

bids or proposals for the Series 2016 CPI Bonds not hereby accepted. 5

Section 8. That the Series 2016 CPI Bonds shall be executed in the name of Harford County, 6

Maryland by the original or facsimile signature of the County Executive attested by the original or 7

facsimile signature of the Director of Administration of Harford County, Maryland and an original or 8

facsimile of the corporate seal of Harford County, Maryland shall be imprinted on each of the Series 9

2016 CPI Bonds pursuant to Sections 2-301 through 2-306, inclusive, of the State Finance and 10

Procurement Article of the Annotated Code of Maryland (2008 Replacement Volume, 2015 11

Supplement) and authenticated by an authorized officer of the Bond Registrar and the Series 2016 12

CPI Bonds shall be in substantially the form attached hereto as Exhibit E with such changes as may 13

be approved by the Treasurer, which form, together with all covenants therein contained, is adopted 14

as and for the form of obligation to be incurred by Harford County, Maryland. 15

Section 9. That the County Executive is authorized to enter into a Continuing Disclosure 16

Agreement substantially in the form attached hereto as Exhibit F for the benefit of the owners and 17

beneficial owners of the Series 2016 CPI Bonds and to assist participating underwriters in complying 18

with Securities and Exchange Commission Rule 15c2-12(b)(5). 19

As Introduced




Section 10. That the County Executive is authorized to execute a Paying Agent and Registrar 1

Agreement with Manufacturers and Traders Trust Company, as Paying Agent and Registrar for the 2

Series 2016 CPI Bonds. 3

Section 11. That pursuant to Section 12-113(a) of the Tax-Property Article of the Annotated 4

Code of Maryland (2007 Replacement Volume, 2015 Supplement) $4.40 per $1,000 of the actual 5

consideration paid or amount secured and collected by Harford County, Maryland on written 6

instruments conveying real property or creating a security interest in real or personal property and 7

pursuant to Bill No. 93-3, adopted by the County Council of Harford County, Maryland on April 6, 8

1993, a transfer tax of one-half percent (1/2%) of the actual consideration paid on written 9

instruments conveying real property located within Harford County, Maryland shall be used to pay 10

the debt service in each fiscal year on the portion of the Series 2016 CPI Bonds allocated to school 11

bonds, and after the debt service for the current fiscal year has been met, credited for the purpose of 12

financing new school construction, major improvements and capital improvements to existing school 13

facilities, and/or portable classrooms (collectively “School Bonds and School Projects”) pursuant to 14

the Authorization Legislation; however, to the extent the recordation tax and transfer tax are 15

insufficient to pay the principal of, premium (if any) and interest on the portion of the bonds 16

allocated to School Bonds and School Projects, the full faith and credit and unlimited taxing power 17

of Harford County, Maryland are pledged to the levy and collection of taxes to provide funds for the 18

payment of the principal of, premium (if any) and interest on the portion of the Series 2016 CPI 19

Bonds allocated to School Bonds and School Projects. 20

As Introduced




Section 12. Pursuant to Resolution No. 21-82, adopted by the County Council on May 21, 1

1982, $.55 per $500 of the actual consideration paid of the recordation tax collected by Harford 2

County, Maryland on written instruments conveying real property or creating a security interest in 3

real or personal property was required to be used to pay the debt service in each fiscal year on the 4

portion of the indebtedness allocated to water and sewer projects; however, Resolution No. 005-15 5

adopted by the County Council on March 3, 2015, effective July 1, 2015, provides that revenue from 6

the recordation tax at the rate of $.55 be dedicated to fund the implementation of local watershed 7

protection and restoration projects throughout Harford County; provided further, that other revenues 8

of the water and sewer system of Harford County, Maryland shall be utilized to pay principal, 9

interest and premium (if any) on bonds issued to finance water and sewer projects; and provided 10

further that the full faith and credit and unlimited taxing power of Harford County, Maryland are 11

pledged to the levy and collection of taxes to provide funds for the payment of the principal of, 12

premium, if any, and interest on the Series 2016 CPI Bonds . 13

Section 13. In all events, the full faith and credit and unlimited taxing power of Harford 14

County, Maryland are pledged to pay the principal, interest and premium on the Series 2016 CPI 15

Bonds. 16

Section 14. That this Resolution shall take effect immediately upon adoption by the County 17

Council of Harford County, Maryland. 18

ATTEST: 19 20 21 _________________________________ _____________________________________ 22 Mylia Dixon Richard C. Slutzky, President 23

As Introduced




Council Administrator County Council of Harford County, Maryland 1 County Council of 2 Harford County, Maryland 3 4 ADOPTED: _______________, 2016 5

6

As Introduced




EXHIBIT A 1

Financial Advisor Report2

As Introduced

As Introduced




EXHIBIT B 1

NOTICE OF SALE 2 $40,000,000* 3

HARFORD COUNTY (MARYLAND) 4 GENERAL OBLIGATION BONDS 5

CONSISTING OF 6 $40,000,000* CONSOLIDATED PUBLIC IMPROVEMENT BONDS, SERIES 2016 7

(Book-Entry Only) 8 9

NOTICE IS HEREBY GIVEN that electronic bids for the bonds will be received by the Treasurer, Harford 10 County, Maryland (the “County”) until 10:30 a.m. (Prevailing Eastern Time) Baltimore, Maryland time on January 26, 11 2016 for the purchase of all (but not less than all) of the County’s Consolidated Public Improvement Bonds, Series 2016, 12 aggregating $40,000,000* (the “Consolidated Public Improvement Bonds”) (the Consolidated Public Improvement 13 Bonds are herein sometimes referred to as the “Bonds”). The bids will be received up to the time (unless postponed as 14 described herein) and in the manner described below: 15 16 Bidding Procedures 17 18 Submit electronically via PARITY® in accordance with its Rules of Participation and this Notice of Sale until 19 10:30 a.m. for the Bonds, but no bid will be received after the time for receiving bids specified above. If any provisions 20 in this Notice of Sale shall conflict with information provided by PARITY® this Notice of Sale shall control. In the 21 event of a malfunction in the electronic bidding process, the bid time and/or date may be postponed at the option of the 22 County. For further information about PARITY®, potential bidders may contact: 23 24

Public Advisory Consultants 25 25 Crossroads Drive 26

Suite 402 27 Owings Mills, Maryland 21117 28

Attention: Lester Guthorn/Susan Ostazeski 29 Telephone: 410-581-4820 30

31 Who is acting as financial advisor to the County, or 32 33

PARITY® 34 1359 Broadway 35

New York, New York 10018 36 Telephone: 212-849-5021 37

38 Any prospective bidder must submit its electronic bid through the facilities of PARITY®, in accordance with the 39 Rules of Participation and any other requirements of PARITY®. Prospective bidders must be contract customers of 40 PARITY® in order to submit an electronic bid. 41 42 An electronic bid made through the facilities of PARITY® shall be deemed an offer, in response to this Notice 43 of Sale, and shall be binding upon the bidder. The County shall not be responsible for any malfunction or mistake made 44 by, or as a result of the use of the facilities of, PARITY®, the use of such facilities being the sole risk of the prospective 45 bidder. 46 47 _____________________ 48

As Introduced




1 *Preliminary, subject to adjustment as provided herein. 2

3

As Introduced




Neither the County nor PARITY® shall have any duty or obligation to provide or assure access to PARITY® to 1 any prospective bidder. The County is using PARITY® as a communication mechanism, and not as the County’s agent 2 to conduct the electronic bidding for the Bonds. The County is not bound by any advice and determination of PARITY® 3 to the effect that any particular bid complies with the terms of this Notice of Sale. All costs and expenses incurred by 4 prospective bidders in connection with their submission of bids via PARITY® are the sole responsibility of the bidders; 5 and the County is not responsible, directly or indirectly, for any such costs or expenses. If a prospective bidder 6 encounters any difficulty in submitting, modifying, or withdrawing a bid for the Bonds, such bidder should telephone 7 PARITY® (212-806-8304) and notify the County’s Bond Counsel, Royston, Mueller, McLean & Reid, LLP, Attention: 8 Stephen C. Winter, by facsimile at 410-823-1708. 9 10 Electronic bids must be submitted for the purchase of the Bonds via PARITY®. Bids shall be communicated 11 electronically to the County at 10:30 a.m. (Prevailing Eastern Time) for the Bonds on January 26, 2016. Prior to that 12 time, a prospective bidder may (1) submit the proposed terms of its bid, (2) modify the proposed terms of its bid, in 13 which event the proposed terms as last modified will (unless the bid is withdrawn as described herein) constitute its bid 14 for the Bonds, or (3) withdraw its proposed bid for the Bonds. Once the bids are communicated electronically via 15 PARITY® to the County, each bid will constitute an irrevocable offer to purchase the Bonds bid for on the terms therein 16 provided. For the purposes of the electronic bid, the time maintained by PARITY® shall constitute the official time. 17 18 Authorization 19 20 The Consolidated Public Improvement Bonds, Series 2016 will be issued by the County pursuant to Bill No. 07-21 16, As Amended, enacted by the County Council on July 10, 2007, effective September 17, 2007, as revised by Bill No. 22 12-39, enacted by the County Council on November 20, 2012, effective January 28, 2013 (the “General Obligation 23 Bonds of 2008 Bill”); Bill No. 07-17, enacted by the County Council on July 10, 2007, effective September 17, 2007 (the 24 “Water and Sewer Bonds of 2008 Bill”); Bill No. 08-35, As Amended, enacted by the County Council on June 17, 2008, 25 effective August 25, 2008, as revised by Bill No. 11-25, enacted by the County Council on July 12, 2011, effective 26 September 19, 2011, as further revised by Bill No. 12-39, enacted by the County Council on November 20, 2012, 27 effective January 28, 2013 (the “General Obligation Bonds of 2009 Bill”); Bill No. 08-36, enacted by the County 28 Council on June 10, 2008, effective August 18, 2008 (the “Water and Sewer Bonds of 2009 Bill”); Bill No. 09-26, As 29 Amended, enacted by the County Council on November 10, 2009, effective January 12, 2010 (the “General Obligation 30 Bonds of 2010 Bill”); Bill No. 09-27, enacted by the County Council on November 10, 2009, effective January 12, 2010 31 (the “Water and Sewer Bonds of 2010 Bill”); Bill No. 10-18, enacted by the County Council on June 15, 2010, effective 32 August 16, 2010, as revised by Bill No. 11-25, enacted by the County Council on July 12, 2011, effective September 19, 33 2011, and as further revised by Bill No. 14-29, enacted by the County Council on October 14, 2014, effective December 34 15, 2014 (the “General Obligation Bonds of 2011 Bill”); Bill Nos. 11-26 and 11-27, enacted by the County Council on 35 July 12, 2011, effective September 19, 2011, as amended by Emergency Bill No. 11-53, enacted by the County Council 36 on December 6, 2011, effective December 13, 2011, as further amended by Bill No. 12-49, enacted by the County 37 Council on December 4, 2012, effective February 11, 2013 (the “Water and Sewer Bonds of 2012 Bill”); Bill No. 11-28, 38 enacted by the County Council on July 12, 2011, effective September 19, 2011, as revised by Bill No. 15-18, enacted by 39 the County Council on September 15, 2015, effective November 16, 2015 (the “General Obligation Bonds of 2012 40 Bill”); Bill No. 12-36, As Amended, enacted by the County Council on November 20, 2012, effective January 28, 2013 41 (the “Water and Sewer Bonds of 2013 Bill”); Bill No. 13-20, As Amended, enacted by the County Council on June 11, 42 2013, effective August 12, 2013, as revised by Bill No. 14-29, enacted by the County Council on October 16, 2014, 43 effective December 15, 2014, as further revised by Bill No. 15-18, enacted by the County Council on September 15, 44 2015, effective November 16, 2015 (the “General Obligation Bonds of 2014 Bill”); Bill No. 12-37, As Amended, 45 enacted by the County Council on November 20, 2012, effective January 28, 2013 (the “Water and Sewer Bonds of 2014 46 Bill”); Bill No. 14-24, As Amended, enacted by the County Council on June 17, 2014, effective August 25, 2014, as 47 revised by Bill No. 15-18, enacted by the County Council on September 15, 2015, effective November 16, 2015, as 48 further revised by Bill No. 15-19, enacted by the County Council on September 15, 2015, effective November 16, 2015 49 (the “General Obligation Bonds of 2015 Bill”); Bill No. 15-20, enacted by the County Council on September 15, 2015, 50

As Introduced




effective November 16, 2015 (the “Water and Sewer Bonds of 2015 Bill”); and Bill Nos. 11-25 and 12-39, enacted on 1 July 12, 2011 and November 20, 2012, respectively, effective on September 19, 2011 and January 26, 2013, respectively, 2 Executive Orders of the County Executive, and Resolutions to be adopted by the County Council (collectively, the 3 “Authorizing Legislation”). The proceeds of the Consolidated Public Improvement Bonds Series 2016 will be used 4 primarily to finance the costs of the acquisition, renovation or new construction and equipping of certain capital projects 5 described in the Authorizing Legislation. 6 7 List of Members of Account 8 9 The facilities of PARITY® currently do not allow the bidders to list the names of the members of the account on 10 whose behalf the bid is made. Bidders who are submitting an electronic bid are requested to provide by facsimile the 11 names of the members of the account on whose behalf the bid is made to the County, c/o Royston, Mueller, McLean & 12 Reid, LLP, 410-823-1708, Attention: Stephen C. Winter. 13 14 Right to Modify or Amend Notice of Sale; Right to Postpone Sale 15 16 The County reserves the right to modify or amend this Notice of Sale, including changing the scheduled 17 maturities or reducing the aggregate principal amount of the Consolidated Public Improvement Bonds and the 18 principal amount of any maturity offered for sale, prior to the bid date. If any modifications occur, supplemental 19 information with respect to the Bonds will be made available on the BidComp/Parity/www.i-dealprospectus.com 20 system or published on Thompson Municipal Market Monitor (“TM3”) not later than 9:30 a.m., Baltimore, 21 Maryland time, on the day of sale, and bidders shall bid upon the Bonds based upon the terms thereof set forth in 22 this Notice of Sale, as so modified by such supplemental information. 23 24 In addition, the County reserves the right to postpone the time and/or date established for the receipt of bids for 25 the Bonds. Notice of any such change shall be provided not less than one hour prior to the time set forth above for the 26 receipt of bids by means of a supplemental notice of sale to be transmitted on BidComp/Parity/www.i-27 dealprospectus.com system or published on TM3. In the event of a postponement, the new date and time of sale and any 28 revised date of expected delivery will made available on BidComp/Parity/www.i-dealprospectus.com system or published 29 on TM3 not later than 48 hours prior to such alternative sale date. On any such alternative sale date, bidders may submit 30 sealed bids for the purchase of the Bonds in conformity with the provisions of this Notice of Sale (including any 31 supplemental notices of sale as described above), except for the changed date and time of sale and any revised date of 32 delivery. 33 34 Bid Parameters 35 36 No bid of less than 100% of par, no oral bid and no bid for less than all of the Bonds described in this Notice of 37 Sale, will be considered. The Bonds are expected to be awarded no later than 3:00 p.m. Baltimore, Maryland time on 38 January 26, 2016. All proposals shall remain firm until the time of award. (For the maturities September 15, 2026 39 through September 15, 2035, inclusive, no interest rate may be bid that is lower than the interest rate for the immediately 40 preceding maturity.) 41 42 The Bonds and payment of the principal and interest thereon, will be the unconditional general obligations of the 43 County and will constitute an irrevocable pledge of the full faith and credit and unlimited taxing power of the County. 44 45 Price and Interest Rate Bid 46 47 Each bidder shall submit one bid, not less than 100% of par on all “all-or-none” basis for the Bonds. Each bid 48 must specify the rate or rates of interest to be paid on the Bonds, in multiples of one-eighth (1/8) or one-twentieth (1/20) 49 of one percent (1%). Bidders may specify more than one rate of interest to be borne by the Consolidated Public 50

As Introduced




Improvement Bonds Series 2016 but all Bonds maturing on the same date must bear interest at the same rate; the 1 difference between the maximum and minimum interest rates specified may not exceed three percent (3%). A zero rate 2 cannot be named for any maturity. 3 4 Procedures for Award and Principal Amount Changes 5 6 The aggregate principal amount and the principal amount of each maturity of the Bonds are subject to 7 adjustments by the County, both before and after the receipt of bids for their purchase. The aggregate principal amount 8 of the Consolidated Public Improvement Bonds may be decreased, but may not be increased, to an amount in excess of 9 $40,000,000. Changes to be made prior to the sale will made available on BidComp/Parity/www.i-dealprospectus.com 10 system or published on TM3 not later than 9:30 a.m. Baltimore, Maryland time on the date of sale (or as soon thereafter 11 as is reasonably practical) and will be used to compare bids and select a winning bidder. Changes to be made after the 12 sale and the maturity amounts for the Bonds will be communicated to the successful bidder by 5:00 p.m. local time on the 13 date of the sale, and will not reduce or increase the aggregate principal amount of the Bonds by more than 10% from the 14 amount bid upon. In addition, the final maturity schedule for the Bonds will be communicated to the successful bidder by 15 5:00 p.m. local time on the date of the sale. The dollar amount bid for principal and any amount bid for premium by the 16 successful bidder will be adjusted proportionately to reflect any reduction or increase in the aggregate principal amount 17 of the Bonds, but the interest rates specified by the successful bidder for all maturities will not change. The successful 18 bidder may not withdraw its bid as a result of any changes made within these limits. 19 20

ALL BIDS SHALL REMAIN FIRM UNTILTHE BONDS ARE AWARDED ON THE DATE OF SALE. An 21 award of the Bonds pursuant to this Notice of Sale, if made, will be made by the resolution of the County Council of the 22 County, at or before 3:00 p.m. Baltimore, Maryland time on the date of sale. 23 24 Good Faith Deposit 25 26 A good faith deposit (the “Deposit”) is required in connection with the sale and bid for the Bonds. The Deposit 27 may be provided in the form of a federal funds wire transfer in the amount of $400,000 for the Consolidated Public 28 Improvement Bonds, Series 2016 to be submitted to the County by the successful bidder not later than 3:00 p.m. 29 (Prevailing Eastern Time) (the “Deposit Deadline”) on the date of sale. The Deposit of the successful bidder will be 30 retained by the County to be applied in partial payment for the Consolidated Public Improvement Bonds, Series 2016 and 31 no interest will be allowed or paid upon the amount thereof, but in the event the successful bidder shall fail to comply 32 with the terms of the respective bid, the proceeds thereof will be retained as and for full liquidated damages. 33 34 The County shall distribute wiring instructions for the Deposit to the successful bidder upon verification of the 35 bids submitted by the bidders and prior to the Deposit Deadline. If the Deposit is not received by the Deposit Deadline, 36 the award of the sale of the Bonds to the successful bidder may be cancelled by the County in its discretion without any 37 financial liability of the County to the successful bidder or any limitation whatsoever on the County’s right to sell the 38 Bonds to a different purchaser upon such terms and conditions as the County shall deem appropriate. 39 40 Award of Bonds and Public Offering 41 42 The County will not consider and will reject any bid for the purchase of less than all of the Bonds. THE RIGHT 43 IS RESERVED TO THE TREASURER TO REJECT ANY AND ALL BIDS FOR THE BONDS. The award, if made, 44 will be made as promptly as possible after the bids are opened to the bidder or bidders offering the lowest interest rate to 45 the County. The lowest interest rate shall be determined in accordance with the true interest cost (TIC) method doubling 46 the semiannual interest rate (compounded semiannually) necessary to discount the debt service payments from the 47 payment dates to the date of the Bonds and to the price bid, excluding interest accrued to the date of delivery; provided, 48 however, that if two or more bidders have made bids, each of which represents the lowest true interest cost to the County, 49 the Bonds shall be awarded to the bidder offering the highest premium and if the highest premium is offered by two or 50

As Introduced




more such bidders or if no premium is bid by any such bidders, then the Bonds may be awarded, with their consent, in a 1 ratable portion among such bidders, or the County, in its discretion, may award all the Bonds to one bidder. The 2 judgment of the County shall be final and binding upon all bidders with respect to the form and adequacy of any bid 3 received and as to its conformity to the terms of this Notice of Sale. THE SUCCESSFUL BIDDER MUST 4 REASONABLY EXPECT TO SELL TO THE PUBLIC 10% OR MORE IN PAR AMOUNT OF THE BONDS FROM 5 EACH MATURITY AT THE INITIAL REOFFERING PRICES AND SHALL PROVIDE THE RELATED 6 CERTIFICATION DESCRIBED UNDER “BIDDER CERTIFICATE” BELOW. 7 8 Legal Opinion 9 10 The issuance of the Bonds will be subject to delivery of the approving opinions of Royston, Mueller, McLean & 11 Reid, LLP, Towson, Maryland, bond counsel, and Miles & Stockbridge P.C., Baltimore, Maryland, special tax counsel, 12 which opinions shall be substantially in the form set forth as an exhibit to the Preliminary Official Statement referred to 13 below. 14 15 Official Statement 16 17 Not later than seven (7) business days after the award of the Bonds to the successful bidder on the day of sale, 18 the County will deliver to the successful bidder an Official Statement, which is expected to be substantially in the form of 19 the Preliminary Official Statement referred to below. If so requested by the successful bidder at or before the close of 20 business on the date of the sale, the County will include in the Official Statement such pricing and other information with 21 respect to the terms of the reoffering of the Bonds by the successful bidder (“Reoffering Information”), if any, as may be 22 specified and furnished in writing by such bidder. If no Reoffering Information is specified and furnished by the 23 successful bidder, the Official Statement will include the interest rates on the Bonds resulting from the bid of the 24 successful bidder and the successful bidder shall be responsible to the County and its officials for the Reoffering 25 Information, and for all decisions made by such bidder with respect to the use or omission of the Reoffering Information 26 in any reoffering of the Bonds, including the presentation or exclusion of any Reoffering Information in any documents, 27 including the Official Statement. The successful bidder for the Bonds will also be furnished, without cost, with up to 100 28 copies of the Official Statement and any amendments or supplements thereto. 29 30 The Preliminary Official Statement of the County concerning the Bonds (the “Preliminary Official Statement”) 31 is in a form “deemed final” by the County for purposes of SEC Rule 15c2-12(b)(1) (the “Rule”) but is subject to revision, 32 amendment and completion in the final Official Statement. 33 34 The County will undertake to provide the successful bidder with further additional information to be included in 35 such Official Statement, when in the opinion of the County or of Bond Counsel, such additional information constitutes a 36 material change to such Official Statement. The County will take such steps as are necessary to arrange for amending and 37 supplementing the Official Statement in connection with the disclosure of such additional information; provided, 38 however, that the County shall have no obligation to provide such additional information after the date which is twenty-39 five (25) days after the “end of the underwriting period”, as such term is defined in the Rule. 40 41 The County agrees, in order to assist bidders in complying with SEC Rule 15c2-12(b)(5), pursuant to a 42 continuing disclosure certificate (the “Continuing Disclosure Certificate”) signed by the County Executive, Treasurer and 43 Director of Administration of the County, to provide annual financial information and notices of certain events, as 44 enumerated in said Rule, to the Electronic Municipal Market Access (“EMMA”) System implemented by the Municipal 45 Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934. The 46 undertakings of the County in the Continuing Disclosure Certificate shall be set forth in the Preliminary Official 47 Statement and Official Statement and any amendment or supplement thereto. 48 49 The County will not designate the Bonds as “qualified tax-exempt obligations” pursuant to the provisions of 50

As Introduced




Section 265 of the Internal Revenue Code of 1986, as amended. 1 2 Bidder Certificate 3 4 THE SUCCESSFUL BIDDER FOR THE BONDS SHALL MAKE A BONA FIDE PUBLIC OFFERING OF 5 THE BONDS AT THEIR RESPECTIVE INITIAL REOFFERING PRICES AND SHALL PROVIDE THE RELATED 6 CERTIFICATION DESCRIBED BELOW. AS OF THE DATE OF SALE OF THE BONDS, THE SUCCESSFUL 7 BIDDER FOR THE BONDS MUST REASONABLY EXPECT TO SELL TO THE PUBLIC 10% OR MORE IN PAR 8 AMOUNT OF THE BONDS FROM EACH MATURITY THEREOF AT THE INITIAL REOFFERING PRICES. 9 10 After the award of the Bonds, the County will prepare copies of the final Official Statement and will include 11 therein such additional information concerning the reoffering of the Bonds as the successful bidder may reasonably 12 request. The successful bidder will be responsible to the County in all aspects for the accuracy and completeness of 13 information provided by such successful bidder with respect to such offering. 14 15 SIMULTANEOUSLY WITH OR BEFORE DELIVERY OF THE BONDS, THE SUCCESSFUL BIDDER 16 SHALL FURNISH TO THE COUNTY A CERTIFICATE ACCEPTABLE TO BOND COUNSEL AND SPECIAL 17 TAX COUNSEL TO THE EFFECT THAT (I) THE SUCCESSFUL BIDDER HAS MADE A BONA FIDE PUBLIC 18 OFFERING OF THE BONDS AT THE INITIAL REOFFERING PRICES, (II) AS OF THE DATE OF THE SALE OF 19 THE BONDS, THE SUCCESSFUL BIDDER REASONABLY EXPECTED TO SELL A SUBSTANTIAL AMOUNT 20 OF THE BONDS TO THE PUBLIC (EXCLUDING BOND HOUSES, BROKERS AND OTHER INTERMEDIARIES) 21 AT THEIR RESPECTIVE INITIAL REOFFERING PRICES, AND (III) A SUBSTANTIAL AMOUNT OF THE 22 BONDS WAS SOLD TO THE PUBLIC (EXCLUDING BOND HOUSES, BROKERS AND OTHER 23 INTERMEDIARIES) AT THEIR RESPECTIVE INITIAL REOFFERING PRICES OR SUCH OTHER FACTS 24 REGARDING THE ACTUAL SALE OF THE BONDS AS BOND COUNSEL AND SPECIAL TAX COUNSEL 25 SHALL REQUEST, AS DESCRIBED BELOW. Bond Counsel advises that (i) such certificate must be made on the best 26 knowledge, information and belief of the successful bidder, (ii) the sale to the public of 10% or more in par amount of the 27 Bonds of each maturity at the initial reoffering prices would be sufficient to certify as to the sale of a substantial amount 28 of the Bonds, and (iii) reliance on other facts as a basis for such certification would require evaluation by Bond Counsel 29 and Special Tax Counsel to assure compliance with the statutory requirement to avoid the establishment of an artificial 30 price for the bonds. 31 32 Book-Entry Only Form 33 34 The Bonds will be issued in book-entry-only form, registered in the name of Cede & Co., as nominee of The 35 Depository Trust Company, New York, New York (“DTC”) and immobilized in custody. Principal and interest on the 36 Bonds will be payable to DTC or its nominee as registered owners of the Bonds. Information concerning DTC and its 37 book-entry system is included in the Preliminary Official Statement and bidders should rely solely on that material. 38 39 Interest Payment Dates 40 41 The Consolidated Public Improvement Bonds will be dated the date of delivery and will bear interest from the 42 date of delivery, payable on September 15, 2016 and semiannually thereafter on each March 15 and September 15 until 43 maturity or redemption. 44 45 Preliminary Principal Amounts 46 47 Unless the maturity schedule below is revised as described under “Procedures for Award and Principal Amount 48 Changes” above, the Consolidated Public Improvement Bonds will mature on September 15 in each of the years 2016 49 through 2035, inclusive, as follows (the “Maturity Schedule”): 50

51

As Introduced




1

Year of Maturity Preliminary Principal

Amount

Year of Maturity Preliminary Principal

Amount 2016 $1,725,000 2026 $2,025,000 2017 $1,790,000 2027 $2,045,000 2018 $1,810,000 2028 $2,065,000 2019 $1,830,000 2029 $2,090,000 2020 $1,855,000 2030 $2,110,000 2021 $1,880,000 2031 $2,135,000 2022 $1,910,000 2032 $2,165,000 2023 $1,940,000 2033 $2,190,000 2024 $1,965,000 2034 $2,220,000 2025 $2,000,000 2035 $2,250,000

2 Redemption 3 4

The Consolidated Public Improvement Bonds which mature before September 15, 2026 are not subject to 5 redemption prior to maturity. The Consolidated Public Improvement Bonds Series that mature on and after September 6 15, 2026, are subject to redemption at the option of the County in whole or in part at any time beginning September 15, 7 2025, without premium or penalty at par (100% of the principal amount to be redeemed) plus accrued interest to the date 8 of redemption. 9 10 Delivery 11 12 Delivery of the Bonds by the Treasurer of the County is expected to occur in New York, New York through the 13 facilities of DTC on or about February 9, 2016. The successful bidder shall pay for the Bonds on the date of delivery in 14 Baltimore, Maryland in IMMEDIATELY AVAILABLE FEDERAL FUNDS by 11:00 a.m. Baltimore, Maryland time, 15 on the closing date. Any expenses of providing immediately available funds shall be borne by the successful bidder. 16 Certain closing documents will be available for delivery in Baltimore, Maryland on or about February 9, 2016. Payment 17 on the delivery date shall be made in an amount equal to the price bid for the Bonds less the amount of the Good Faith 18 Deposit. 19 20 CUSIP Numbers 21 22 It is anticipated that CUSIP numbers will be printed on the Bonds, but the County will assume no obligation for 23 the assignment or printing of such numbers on the Bonds or for the correctness of such numbers, and neither the failure to 24 print such numbers on the Bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the 25 successful bidder of the Bonds to accept delivery or make payment for the Bonds. Charges by the CUSIP Service Bureau 26 for the assignment of such numbers shall be the responsibility of and shall be paid for by the successful bidder. 27 28 Closing Documents 29 30 The Bonds will be accompanied by the customary closing documents, including a no-litigation certificate, 31 effective as of the date of delivery, stating that there is no litigation pending against the County affecting the validity of 32 the Bonds and a Tax Certificate and Compliance Agreement signed by the Treasurer of the County. 33 34 It shall be a condition to the obligation of the successful bidder to accept delivery of and pay for the Bonds that, 35 simultaneously with or before delivery and payment for the Bonds, such successful bidder shall be furnished a certificate 36 or certificates of the County Executive, Treasurer and Director of Administration of the County to the effect that to the 37 best of their knowledge and belief, the Official Statement (and any amendment or supplement thereto) (except for the 38

As Introduced




Reoffering Information, as to which no view will be expressed) as of the date of sale and as of the date of delivery of the 1 Bonds does not contain any untrue statement of a material fact and does not omit to state a material fact necessary to 2 make the statements therein, in light of the circumstances under which they were made, not misleading and that between 3 the date of sale and the date of delivery of the Bonds there has been no material adverse change in the financial position 4 or revenues of the County, except as reflected or contemplated in the Official Statement. 5 6

The Preliminary Official Statement, a full financial statement concerning the County, the required form of proposal, 7 and other data in reference thereto as may be desired will be supplied to prospective bidders upon request made to Robert 8 F. Sandlass, Jr., Treasurer, Harford County, 220 S. Main Street, Bel Air, Maryland 21014, Telephone: (410) 638-3314 or 9 from the County’s Financial Advisor, Public Advisory Consultants, 25 Crossroads Drive, Suite 402, Owings Mills, 10 Maryland 21117, Attention: Lester Guthorn, Telephone: (410) 581-4820. 11 12 Date: January 8, 2016 HARFORD COUNTY (MARYLAND) 13 14 15 By: ______________________________ 16 Barry Glassman 17 County Executive 18

19

As Introduced




EXHIBIT E 1 2

UNITED STATES OF AMERICA 3 4

STATE OF MARYLAND 5 6

HARFORD COUNTY, MARYLAND 7

CONSOLIDATED PUBLIC IMPROVEMENT BONDS, SERIES 2016 8 Registered Owner: Cede & Co. 9

(Dated February 23, 2016) 10

No. CUSIP NO. 11

HARFORD COUNTY, MARYLAND, a body politic and corporate, organized and existing 12

under the Constitution and laws of the State of Maryland (the “County”), hereby acknowledges itself 13

indebted and, for value received, promises to pay to the registered owner or registered assignees of 14

this bond, the principal sum of ____________________ Dollars ($______.00) on September 15, 15

____, upon presentation and surrender of this bond and to pay interest thereon, from the date of this 16

bond at the rate of ___ percent (__%) per annum until payment of said principal sum, such interest to 17

the maturity hereof being payable on September 15, 2016 (6 months, 23 days), and semiannually 18

thereafter on the 15th day of March and September in each year by check or draft of the Paying Agent 19

(hereinafter described) mailed to the registered owners of record on the registration books of the 20

Bond Registrar (hereinafter defined) on the 1st day of the month of the interest payment date, as 21

interest becomes due and payable. 22

Both the principal of and interest on this bond will be paid in lawful money of the United 23

States of America, at the time of payment, at the principal office of Manufacturers and Traders Trust 24

Company ("Paying Agent"). 25

As Introduced




This bond shall be registered in the name of the owner on the registration books kept for that 1

purpose at the principal office of Manufacturers and Traders Trust Company ("Bond Registrar"), 2

after which no transfer hereof shall be valid unless made on the said registration books by the 3

registered owner hereof in person or by his duly authorized attorney, but this bond will not be 4

transferred unless The Depository Trust Company (“DTC”) determines to discontinue providing its 5

services as a securities depository or directs that the Bonds be re-registered in a different name, or 6

unless DTC is removed as the depository for the Bonds. The County, Bond Registrar and Paying 7

Agent may deem and treat the person in whose name this bond is registered as the absolute owner 8

hereof for all purposes. This bond, upon surrender hereof at the principal office of the Bond Registrar 9

with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the 10

registered owner hereof, or his (her) duly authorized attorney, may, at the option of the registered 11

owner hereof, be exchanged for an equal aggregate principal amount of bonds of authorized 12

denominations and of the same form and tenor as this bond. For every such exchange or transfer of 13

bonds, the County or the Bond Registrar shall make a charge for any tax or other governmental 14

charge required to be paid with respect to such exchange or transfer. Such charge shall be paid by the 15

registered owner requesting such exchange or transfer as a condition precedent to the exercise of 16

such privilege. The Bond Registrar shall not be obligated to make any such exchange or transfer of 17

bonds during the fifteen (15) days next preceding an interest payment date on the bonds, or in case of 18

any proposed redemption of bonds, during the fifteen (15) days next preceding the date of the 19

publication of notice of such redemption. The Bond Registrar shall not be required to make any 20

transfer or exchange of any bonds called for redemption. 21

As Introduced




This bond is one of a duly authorized issue or series of bonds (the “Bonds”) aggregating 1

Forty Million Dollars ($40,000,000.00) in principal amount, which are of the denomination of Five 2

Thousand Dollars ($5,000) or integral multiples thereof. The Bonds mature serially in installments 3

on the 15th day of September in each of the years 2016 to 2035, inclusive, as follows: 4

September 15 Preliminary September 15 Preliminary 5 Year of Maturity Principal Amount Year of Maturity Principal Amount 6

7 2016 $1,725,000 2026 $2,025,000 8 2017 1,790,000 2027 2,045,000 9 2018 1,810,000 2028 2,065,000 10 2019 1,830,000 2029 2,090,000 11 2020 1,855,000 2030 2,110,000 12 2021 1,880,000 2031 2,135,000 13 2022 1,910,000 2032 2,165,000 14 2023 1,940,000 2033 2,190,000 15 2024 1,965,000 2034 2,220,000 16 2025 2,000,000 2035 2,250,000 17 18 The Bonds are numbered from one (1) consecutively upwards in the order of their maturities, are of 19

like tenor except as to amount, maturity, number and interest rate, are issued pursuant to and in full 20

conformity with the provisions of the Charter of Harford County, as amended, and by virtue of due 21

proceedings had and taken by the County Council of Harford County, Maryland, particularly, Bill 22

No. 07-16, As Amended, enacted by the County Council on July 10, 2007, effective September 17, 23

2007, as revised by Bill No. 12-39, enacted by the County Council on November 20, 2012, effective 24

January 28, 2013; Bill No. 07-17, enacted by the County Council on July 10, 2007, effective 25

September 17, 2007; Bill No. 08-35, As Amended, enacted by the County Council on June 17, 2008, 26

effective August 25, 2008, as revised by Bill No. 11-25, enacted by the County Council on July 12, 27

2011, effective September 19, 2011, as further revised by Bill No. 12-39, enacted by the County 28

As Introduced




Council on November 20, 2012, effective January 28, 2013; Bill No. 08-36, enacted by the County 1

Council on June 10, 2008, effective August 18, 2008; Bill No. 09-26, As Amended, enacted by the 2

County Council on November 10, 2009, effective January 12, 2010; Bill No. 09-27, enacted by the 3

County Council on November 10, 2009, effective January 12, 2010; Bill No. 10-18, enacted by the 4


by the County Council on July 12, 2011, effective September 19, 2011, and as further revised by Bill 6

No. 14-29, enacted by the County Council on October 14, 2014, effective December 15, 2014; Bill 7

Nos. 11-26 and 11-27, enacted by the County Council on July 12, 2011, effective September 19, 8

2011, As Amended by Emergency Bill No. 11-53, enacted by the County Council on December 6, 9

2011, effective December 13, 2011, as further amended by Bill No. 12-49, enacted by the County 10

Council on December 4, 2012, effective February 11, 2013; Bill No. 11-28, enacted by the County 11

Council on July 12, 2011, effective September 19, 2011, as revised by Bill No. 15-18, enacted by the 12

County Council on September 15, 2015, effective November 16, 2015; Bill No. 12-36, As Amended, 13

enacted by the County Council on November 20, 2012, effective January 28, 2013; Bill No. 13-20, 14

As Amended, enacted by the County Council on June 11, 2013, effective August 12, 2013, as revised 15

by Bill No. 14-29, enacted by the County Council on October 16, 2014, effective December 15, 16

2014, as further revised by Bill No. 15-18, enacted by the County Council on September 15, 2015, 17

effective November 16, 2015; Bill No. 12-37, As Amended, enacted by the County Council on 18

November 20, 2012, effective January 28, 2013; Bill No. 14-24, As Amended, enacted by the County 19

Council on June 17, 2014, effective August 25, 2014, as revised by Bill No. 15-18, enacted by the 20

County Council on September 15, 2015, effective November 16, 2015, as further revised by Bill No. 21

As Introduced




15-19, enacted by the County Council on September 15, 2015, effective November 16, 2015; Bill 1

No. 15-20, enacted by the County Council on September 15, 2015, effective November 16, 2015; 2

and Bill Nos. 11-25 and 12-39, enacted on July 12, 2011 and November 20, 2012, respectively, 3

effective on September 19, 2011 and January 26, 2013; Executive Orders of the County Executive; 4

Resolution No. 032-15 adopted by the County Council on December 15, 2015, effective December 5

15, 2015; and Resolution Nos. 001-16 and 002-16 adopted by the County Council on February 2, 6

2016 and February 9, 2016, respectively, effective February 2, 2016 and February 9, 2016, 7

respectively. 8

The full faith and credit and unlimited taxing power of the County are pledged to the punctual 9

payment of the principal of and interest on this bond according to its terms, and the County 10

covenants and agrees punctually to pay the principal of this bond and the interest thereon, at the dates 11

and in the manner mentioned herein. 12

The Bonds which mature before September 15, 2026 are not subject to redemption prior to 13

their maturities. The Bonds which mature on or after September 15, 2026 are subject to redemption 14

at any time, at par, beginning September 15, 2025. 15

No covenant or agreement contained in this bond shall be deemed to be a covenant or 16

agreement of any officer, agent or employee of the County in his or her individual capacity and 17

neither the members of the County Council of Harford County, Maryland nor any official executing 18

this bond shall be liable personally on this bond or be subject to any personal liability or 19

accountability by reason of the issuance of this bond. 20

It is hereby certified and recited that each and every act, condition and thing required to exist, 21

As Introduced




to be done, to have happened and to be performed precedent to and in the issuance of this bond, does 1

exist, has been done, has happened and has been performed in full and strict compliance with the 2

Constitution and laws of the State of Maryland, the Charter and Code of Harford County and the 3

Bills and Resolution above referred to, and that the issue of bonds of which this is one, together with 4

all other indebtedness of the County, is within every debt and other limit prescribed by the 5

Constitution and laws of said State and the Charter and Code of Harford County, and that due 6

provision has been made for the levy and collection, if and when necessary, of an annual ad valorem 7

tax or taxes upon all the legally assessable property within the corporate limits of the County, as 8

prescribed by law, in rate and amount sufficient to provide for the payment, when due, of the interest 9

on and the principal of this bond. 10

IN WITNESS WHEREOF the County, has caused this bond to be executed in its name by the 11

manual or facsimile signature of the County Executive, which signature has been imprinted thereon, 12

and has also caused its corporate seal or a facsimile thereof to be imprinted or otherwise reproduced 13

hereon, attested by the manual or facsimile signature of the Director of Administration, and the 14

manual signature of an authorized officer of the Bond Registrar, all as of the 23rd day of February, 15

2016. 16

ATTEST: HARFORD COUNTY, MARYLAND 17

_____________________________ By: _____________________________ 18 Billy Boniface Barry Glassman 19 Director of Administration County Executive 20

21

(SEAL)22

As Introduced




CERTIFICATE OF AUTHENTICATION 1

This bond is one of the registered bonds of Harford County, Maryland Consolidated Public 2

Improvement Bonds, Series 2016. 3

4 _______________________________ 5 Authorized Officer 6

7 8 (Form of Registration) 9

10

(No writing hereon except by an officer of , Baltimore, Maryland, Bond Registrar.) 11

Date of Registry Name of Registered Holder Registered By 12

____________________ _____________________________ ________________________ 13

____________________ _____________________________ ________________________ 14

____________________ _____________________________ ________________________ 15

16

As Introduced




PAYMENT GRID 1 2 3 Date of Principal Principal Holder 4 Payment Amount Paid Amount Outstanding Signature 5 6 __________ ____________ __________ _____________ 7 __________ ____________ __________ _____________ 8 __________ ____________ __________ _____________ 9 __________ ____________ __________ _____________ 10 __________ ____________ __________ _____________ 11 __________ ____________ __________ _____________ 12 __________ ____________ __________ _____________ 13 __________ ____________ __________ _____________ 14 __________ ____________ __________ _____________ 15 __________ ____________ __________ _____________ 16 __________ ____________ __________ _____________ 17 __________ ____________ __________ _____________ 18 __________ ____________ __________ _____________ 19 __________ ____________ __________ _____________ 20 __________ ____________ __________ _____________ 21 __________ ____________ __________ _____________ 22 __________ ____________ __________ _____________ 23 __________ ____________ __________ _____________ 24 __________ ____________ __________ _____________ 25 __________ ____________ __________ _____________ 26 __________ ____________ __________ _____________ 27 __________ ____________ __________ _____________ 28 __________ ____________ __________ _____________ 29 __________ ____________ __________ _____________ 30

31

As Introduced




ASSIGNMENT 1 2

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto 3

_____________________________________________________________________________ 4 (please insert name and address of the assignee) 5 6 _____________________________________________________________________________ 7 8 (Tax Identification or Social Security No. ) the within bond, and hereby 9 10 irrevocably constitutes and appoints ________________________________________________ 11

attorney to transfer the within bond on the books kept for registration thereof, with full power of 12

substitution in the premises. 13

Date:________________________ 14

Signature guaranteed:_________________________________ 15

16

____________________________________ ____________________________________ 17 NOTICE: Signature must be NOTICE: The signature on this 18 guaranteed by a member firm of the Assignment must correspond with 19 New York Stock Exchange or a the name of the registered owner as 20 commercial bank or trust company it appears on the face of the within 21 bond in every particular, without 22 alteration or enlargement or 23 any change whatever. 24

25

As Introduced




EXHIBIT F 1

$40,000,000.00 HARFORD COUNTY, MARYLAND

Consolidated Public Improvement Bonds Series 2016

CONTINUING DISCLOSURE AGREEMENT 2

3 This Continuing Disclosure Agreement (this “Disclosure Agreement”) is executed and 4 delivered by Harford County, Maryland (the “County”) in connection with the issuance of its 5 $40,000,000.00 Consolidated Public Improvement Bonds, Series 2016 (the “Bonds”). The County, 6 intending to be legally bound hereby, and for good and valuable consideration, the receipt and 7 sufficiency of which is hereby acknowledged, does hereby covenant and agree as follows: 8 9 Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being 10 executed and delivered by the County for the benefit of the registered owners and Beneficial Owners 11 of the Bonds and in order to assist the Participating Underwriters in complying with Securities and 12 Exchange Commission Rule 15c2-12(b)(5). The County’s obligations hereunder shall be limited to 13 those required by written undertaking pursuant to the Rule. The County may, from time to time, 14 appoint or engage a dissemination agent (“Dissemination Agent”) to assist in carrying out its 15 obligations pursuant to this Disclosure Agreement, and may discharge any such Dissemination 16 Agent, with or without appointing a successor Dissemination Agent. 17 18 Section 2. Definitions. In addition to the definitions set forth above, which apply to any 19 capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the 20 following capitalized terms shall have the following meanings: 21 22

“Beneficial Owner” means any person which (a) has the power, directly or 23 indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2016 24 Bonds (including persons holding the Bonds through nominees, depositories or other 25 intermediaries), or (b) is treated as the owner of any of the Bonds for federal income tax 26 purposes. 27

28 “EMMA System” means the MSRB’s continuing disclosure service, known as the 29

Electronic Municipal Market Access System, or such other electronic system designated by 30 the MSRB. For more information on the EMMA System, see 1934 Act Release No. 59062. 31

32 “Listed Events” shall mean any of the events listed in Section 4(a) of this Disclosure 33

Agreement. 34 35

As Introduced




“MSRB” shall mean the Municipal Securities Rulemaking Board established 1 pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934, as amended. To the 2 extent the Rule is amended to refer to any additional or different repositories, references in 3 this Disclosure Agreement to the MSRB shall be deemed to include such additional or 4 different repositories to the extent required by the Rule. 5

6 “Participating Underwriter” shall mean any of the original underwriters of the 7

Bonds required to comply with the Rule in connection with offering of the Bonds. 8 9 “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange 10

Commission under the Securities Exchange Act of 1934, as the same may be amended from 11 time to time. 12

13 Section 3. Provision of Annual Financial Information, Operating Data and Audited 14 Information. (a) The County shall provide to the MSRB, through the EMMA System, annual 15 financial information and operating data regarding revenues, expenditures and changes to fund 16 balance for the County’s General Fund; revenue, expenses and changes in fund net assets for the 17 County’s Water and Sewer Fund, assessed values of taxable property in the County and property tax 18 rates and property tax levies and County water and sewer rates, such information and data to be 19 updated as of the end of the preceding fiscal year, and made available within 275 days after the end 20 of each fiscal year, commencing with the fiscal year ending June 30, 2016. 21 22 (b) The County shall provide to the MSRB, through the EMMA System, annual 23 audited financial statements of the County, such information to be made available within 275 days 24 after the end of the County’s fiscal year, commencing with the fiscal year ending June 30, 2016 25 unless the audited financial statements are not available on or before such date, in which event said 26 financial statements will be provided promptly when and if available. In the event that audited 27 financial statements are not available within 275 days after the end of the County’s fiscal year 28 (commencing with the fiscal year ending June 30, 2016), the County will provide unaudited financial 29 statements within said time period. 30 31 (c) The presentation of the financial information referred to in paragraph (a) and in 32 paragraph (b) shall be made in accordance with generally accepted accounting principles as 33 promulgated to apply to governmental entities from time to time by the Government Accounting 34 Standards Board. 35 36 (d) If any of the financial information or operating data to be provided annually 37 pursuant to subsections (a) or (b) above can no longer be generated because the operations to which 38 it related have been materially changed or discontinued, the County shall include a statement to such 39 effect in the financial information or operating data to be provided annually pursuant to subsections 40 (a) or (b) above, as applicable. 41

As Introduced




1 (e) The County shall provide in a timely manner to the MSRB notice specifying any 2 failure to provide the annual financial information or operating data it has undertaken to provide in 3 accordance with this Section 3. 4 5 (f) If the County changes its fiscal year, it will notify the MSRB of the change (and of 6 the date of the new fiscal year end) prior to the next date by which the County would otherwise be 7 required to provide financial information and operating data pursuant to this Section 3. 8 9 (g) The financial information and operating data to be provided pursuant to this 10 Section 3 may be set forth in full in one or more documents or may be incorporated by specific 11 reference to documents available to the public on the MSRB’s Internet Website or filed with the 12 Securities and Exchange Commission. The County shall identify clearly each other document so 13 included by specific reference. 14 15 (h) All information provided to the MSRB pursuant to subsections (a), (b) or (e) of 16 this Section 3 shall be in an electronic format as prescribed by the MSRB. 17 18 Section 4. Reporting of Significant Events. 19 20 (a) This Section 4 shall govern the giving of notices of the occurrence of any of the 21 following Listed Events with respect to the Bonds: 22 23 (i) principal and interest payment delinquencies; 24 (ii) non-payment related defaults, if material; 25 (iii) unscheduled draws on debt service reserves reflecting financial 26 difficulties; 27 (iv) unscheduled draws on credit enhancements reflecting financial 28 difficulties; 29 (v) substitution of credit or liquidity providers, or their failure to 30 perform; 31

(vi) adverse tax opinions or events, including the issuance by the 32 Internal Revenue Service of proposed or final determinations of 33 taxability, notice of proposed issue (IRS Forms 5701-TEB), or 34 other material notices or determinations with respect to the tax 35 status of the Bonds or other material events affecting the tax-36 exempt status of the Bonds; 37

(vii) modifications to rights of Bond holders; 38 (viii) Bond calls, if material; 39 (ix) defeasances; 40 (x) release, substitution, or sale of property securing repayment of the 41

As Introduced




Bonds; 1 (xi) rating changes; 2 (xii) bankruptcy, insolvency, receivership or similar event of the County; 3 (xiii) consummation of a merger, consolidation or acquisition involving 4 the County or the sale of all or substantially all of the assets of the 5 County, other than in the ordinary course of business, the entering 6 into of a definitive agreement to undertake such an action or the 7 termination of a definitive agreement relating to any such actions, 8 other than pursuant to its terms, if material; 9 (xiv) appointment of a successor or additional trustee or the change of 10 name of a trustee; and 11 (xv) tender offers. 12 13 (b) Whenever the County obtains knowledge of the occurrence of a Listed Event as to 14 the items in Section 4(a), the County shall promptly file a timely notice of such occurrence with 15 EMMA, not in excess of ten business days after the occurrence of such Listed Event; 16 17 (c) All information provided to the MSRB pursuant to this Section 4 shall be in an 18 electronic format as prescribed by the MSRB through the EMMA System; and 19 20 (d) Although the County does not expect that certain of the above events will ever 21 apply to the Bonds, the County covenants to provide notice of all enumerated events within ten 22 business days of the occurrence of the event, should they occur. 23 24 Section 5. Termination of Reporting Obligations. The County’s obligations under this 25 Disclosure Agreement shall terminate upon legal defeasance or the payment in full of all of the 26 Bonds either at their maturity or by early redemption. In addition, the County may terminate its 27 obligations under this Disclosure Agreement in any other circumstances permitted by the Rule or 28 SEC interpretations of the Rule, if and when the County no longer remains an obligated person with 29 respect to the Bonds within the meaning of the Rule. If any such termination occurs prior to the 30 scheduled final maturity of the Bonds, the County shall give notice of such termination in the same 31 manner as for a Listed Event under Section 4(b) and (c). 32 33 Section 6. Amendment. 34 35 (a) The County may provide further or additional assurances that will become part of 36 the County’s obligations under this Disclosure Agreement. In addition, this Disclosure Agreement 37 may be amended by the County in its discretion provided that (i) the amendment may only be made 38 in connection with a change in circumstances that arises from a change in legal requirements, change 39 in law, or change in the identity, nature, or status of the County as the obligated person with respect 40 to the Bonds, or type of business conducted, (ii) this Disclosure Agreement, as amended, would have 41

As Introduced




complied with the requirements of the Rule at the time of the issuance of the Bonds, after taking into 1 account any amendments or interpretations of the Rule, as well as any change in circumstances, as 2 determined by counsel selected by the County that is expert in federal securities law matters, and (iii) 3 the amendment does not materially impair the interests of holders of the Bonds, as determined either 4 by counsel selected by the County that is expert in federal securities law matters, or by an approving 5 vote of the holders of 25% of the outstanding aggregate principal amount of Bonds. The reasons for 6 the County agreeing to provide any further or additional assurances or for any amendment and the 7 impact of the change in the type of operating data or financial information being provided will be 8 explained in information provided with the annual financial information containing the additional or 9 amended operating data or financial information. 10 11 (b) In the event this Disclosure Agreement is amended pursuant to subsection (a) 12 above with respect to the financial information or operating data to be provided annually in 13 accordance with Section 3(a) or (b), the financial information and operating data provided by the 14 County in accordance with Section 3(a) or (b), as applicable, that contains the amended financial 15 information or operating data shall explain, in narrative form, the reasons for the amendment and the 16 impact of the change in the type of financial information or operating data being provided. 17 18 (c) If an amendment is made to this Disclosure Agreement regarding the accounting 19 principles to be followed in preparing financial statements, the financial information provided 20 pursuant to Section 3(a) or (b), as applicable, for the year in which the change is made shall present a 21 comparison between the financial statements or information prepared on the basis of the new 22 accounting principles and those prepared on the basis of the former accounting principles. Such 23 comparison shall include a qualitative discussion of the differences in the accounting principles and 24 the impact of the change in the accounting principles on the presentation of the financial information. 25 To the extent reasonably feasible, the comparison also shall be quantitative. The County shall 26 provide to the MSRB, in an electronic format as prescribed by the MSRB, a notice of the change in 27 the accounting principles. 28 29 Section 7. Additional Information. Nothing in this Disclosure Agreement shall be deemed 30 to prevent the County from disseminating any other information, using the means of dissemination 31 set forth in this Disclosure Agreement or any other means of communication, or including any other 32 information in any disclosure made pursuant to Section 3(a) or (b) hereof or notice of occurrence of a 33 Listed Event in addition to that which is required by this Disclosure Agreement. If the County 34 chooses to include any information in any disclosure made pursuant to Section 3(a) or (b) hereof or 35 notice of occurrence of a Listed Event in addition to that which is specifically required by this 36 Disclosure Agreement, the County shall have no obligation under this Disclosure Agreement to 37 update such information or include it in any future disclosure made pursuant to Section 3(a) or (b) 38 hereof or notice of occurrence of a Listed Event. 39 40 Section 8. Law of Maryland. This Disclosure Agreement, and any claim made with respect 41

As Introduced




to the performance by the County of its obligations hereunder, shall be governed by, subject to, and 1 construed according to the laws of the State of Maryland or the federal law of the United States of 2 America. 3 4 Section 9. Limitation of Forum. Any suit or other proceeding seeking redress with regard 5 to any claimed failure by the County to perform its obligations under this Disclosure Agreement 6 must be filed in the Circuit Court for Harford County, Maryland. 7 8 Section 10. Limitation on Remedies. The County shall be given notice at the address set 9 forth below of any claimed failure by the County to perform its obligations under this Disclosure 10 Agreement, and the County shall be given 15 days to remedy any such claimed failure. Any suit or 11 other proceeding seeking further redress with regard to any such claimed failure by the County shall 12 be limited to specific performance as the adequate and exclusive remedy available in connection with 13 such action. Written notice to the County shall be given to the Treasurer, 220 South Main Street, Bel 14 Air, Maryland 21014 or at such other alternate address as shall be specified by the County with 15 disclosures made pursuant to Section 3(a) or (b) hereof or a notice of occurrence of a Listed Event. 16 17 Section 11. Relationship to Bonds. This Disclosure Agreement constitutes an undertaking 18 by the County that is independent of the County’s obligations with respect to the Bonds; any breach 19 or default by the County under this Disclosure Agreement shall not constitute or give rise to a breach 20 or default under the Bonds. 21 22 Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the 23 owners and beneficial owners from time to time of the Bonds, and shall create no rights in any other 24 person or entity. 25 26 Section 13. MSRB Requirements. All documents provided to the MSRB pursuant to this 27 Disclosure Agreement and the Rule shall be made with the EMMA System and shall be 28 accompanied by identifying information as prescribed by the MSRB. 29 30 Section 14. Counterparts. This Disclosure Agreement may be executed in several 31 counterparts, each of which shall be an original and all of which shall constitute one and the same 32 instrument. 33 34 IN WITNESS WHEREOF, this Continuing Disclosure Agreement is being executed on 35 behalf of the County as of this _____ day of February, 2016. 36 37 38 (SEAL) 39 40 41

As Introduced




ATTEST/WITNESS: HARFORD COUNTY, MARYLAND 1 2 3 4 ________________________________ By: ____________________________________ 5 Barry Glassman, County Executive 6 7 8 _________________________________ By: ____________________________________ 9 Billy Boniface, Director of Administration 10 11 12 _________________________________ By: ____________________________________ 13 Robert F. Sandlass, Jr., Treasurer 14 15

As Introduced

COUNTY COUNCIL OF HARFORD COUNTY,...

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