RESOLUTION NO. 015-18hcgweb01.harfordcountymd.gov/weblink/0/edoc/... · RESOLUTION NO. 015-18...

RESOLUTION NO. 015-18


COUNTY COUNCIL OF HARFORD COUNTY, MARYLAND 1 2

RESOLUTION NO. 015-18 3 4

Legislative Session Day 18-023 5 6

October 2, 2018 7 8

Introduced by Council President Slutzky 9 at the request of the County Executive 10

11 12

A RESOLUTION to authorize the issuance, sale and delivery by Harford County, Maryland (the 13

“County”) of its Bonds designated “Harford County, Maryland Consolidated Public 14

Improvement Bonds, Series 2019” (the “CPI Bonds”) in the original aggregate principal amount 15

not to exceed Forty Million Dollars ($40,000,000) pursuant to the provisions of Section 19-101 16

of the Local Government Article of the Annotated Code of Maryland (2013 Replacement 17

Volume and 2017 Supplement) (the “Consolidated Bonds Act”), Section 524 of the Charter of 18

Harford County (the “Charter”), and Sections 123-40 and 256-26 of the Code of Harford County 19

(the “County Code”); confirming that the principal, premium (if any) and interest thereon shall 20

be general obligations of the County, secured by its full faith and credit and unlimited taxing 21

power; determining that the CPI Bonds shall be sold by competitive bid; appointing a bond 22

registrar and paying agent for the CPI Bonds; approving the substantially final forms of various 23

documents to be executed on behalf of the County in connection with the issuance, sale and 24

delivery of the CPI Bonds; determining the date of sale; determining the average probable 25

useful life of the improvements or undertakings with respect to which indebtedness evidenced 26

by the CPI Bonds is to be incurred; determining various other matters in connection with the 27

issuance, sale and delivery of the CPI Bonds (including, but not limited to, provision in the 28



2

Notice of Sale for changes in the aggregate principal amount of CPI Bonds to be sold and 1

changes in the principal amount to mature in certain years) and determining that the CPI Bonds 2

shall be consolidated for the purposes of sale; and 3

WHEREAS, the County Council of the County (the “County Council”) has previously 4

enacted legislation authorizing the County to incur debt and to issue and sell its General 5

Obligation Bonds of 2008 (the “General Obligation Bonds of 2008”) authorized by Bill No. 07-6

16, As Amended, enacted by the County Council on July 10, 2007, effective September 17, 7

2007 and as revised by Bill 12-39 enacted by the County Council on November 20, 2012, 8

effective January 28, 2013 (the “General Obligation Bonds of 2008 Bill”); its General 9


18, enacted by the County Council on June 15, 2010, effective August 16, 2010 and as revised 11

by Bill 11-25 enacted by the County Council on July 12, 2011, effective September 19, 2011 12

and as revised by Bill No. 14-29, enacted by the County Council on October 14, 2014, effective 13

December 15, 2014 and as revised by Bill No. 16-19, As Amended, enacted by the County 14

Council on June 21, 2016, effective August 22, 2016 and as revised by Bill No. 18-09, enacted 15

by the County Council on June 12, 2018, effective August 13, 2018 (the “General Obligation 16

Bonds of 2011 Bill”); its General Obligation Bonds of 2012 (the “General Obligation Bonds of 17

2012”) authorized by Bill No. 11-28, enacted by the County Council on July 12, 2011, effective 18

September 19, 2011 and as revised by Bill No. 15-18, As Amended, enacted by the County 19

Council on September 15, 2015, effective November 16, 2015 (the “General Obligation Bonds 20

of 2012 Bill”); its General Obligation Bonds of 2013 (the “General Obligation Bonds of 2013”) 21

authorized by Bill No. 12-37, As Amended, enacted by the County Council on November 20, 22

2012, effective January 28, 2013 (the “General Obligation Bonds of 2013 Bill”); its General 23



3


20, As Amended, enacted by the County Council on June 11, 2013, effective August 12, 2013, 2

and as revised by Bill No. 14-29, enacted by the County Council on October 14, 2014, effective 3

December 15, 2014 and as revised by Bill No. 15-18, As Amended, enacted by the County 4

Council on September 15, 2015, effective November 16, 2015 and as revised by Bill No. 16-19, 5

As Amended, enacted by the County Council on June 21, 2016, effective August 22, 2016 and 6

as revised by Bill No. 18-09, enacted by the County Council on June 12, 2018, effective August 7

13, 2018;(the “General Obligation Bonds of 2014 Bill”); its General Obligation Bonds of 2015 8

(the “General Obligation Bonds of 2015”) authorized by Bill 14-24, As Amended, enacted by 9

the County Council on June 17, 2014, effective August 25, 2014 and as revised by Bill No. 15-10

18, As Amended, enacted by the County Council on September 15, 2015, effective November 11

16, 2015 and as revised by Bill No. 16-19, As Amended, enacted by the County Council on 12

June 21, 2016, effective August 22, 2016 and as revised by Bill No. 17-10, As Amended, 13

enacted by the County Council on June 13, 2017, effective August 14, 2017 and as revised by 14

Bill No. 18-09, enacted by the County Council on June 12, 2018, effective August 13, 2018 (the 15

“General Obligation Bonds of 2015 Bill”); its General Obligation Bonds of 2016 (the “General 16

Obligation Bonds of 2016”) authorized by Bill No. 15-19, enacted by the County Council on 17

September 15, 2015, effective November 16, 2015 and as revised by Bill No. 18-09, enacted by 18

the County Council on June 12, 2018, effective August 13, 2018 (the “General Obligation 19

Bonds of 2016 Bill”); its General Obligation Bonds of 2017 (the “General Obligation Bonds of 20

2017”) authorized by Bill No. 16-17, As Amended, enacted by the County Council on June 21, 21

2016, effective August 22, 2016 and as revised by Bill No. 17-10, As Amended, enacted by the 22

County Council on June 13, 2017, effective August 14, 2017 (the “General Obligation Bonds of 23



4

2017 Bill”); its General Obligation Bonds of 2018 (the “General Obligation Bonds of 2018”) 1

authorized by Bill No. 17-11, As Amended, enacted by the County Council on June 13, 2017, 2

effective August 14, 2017 (the “General Obligation Bonds of 2018 Bill”); its General Obligation 3

Bonds of 2019 (the “General Obligation Bonds of 2019”) authorized by Bill No. 18-08, enacted 4

by the County Council on June 12, 2018, effective August 13, 2018 (the “General Obligations 5

Bonds of 2019 Bill”); its Water and Sewer Bonds of 2010 (the “Water and Sewer Bonds of 6

2010”) authorized by Bill No. 9-27, enacted by the County Council on November 10, 2009, 7

effective January 12, 2010 and as revised by Bill No. 17-10, As Amended, enacted by the 8

County Council on June 13, 2017, effective August 14, 2017 (the “Water and Sewer Bonds of 9

2010 Bill”); its Water and Sewer Bonds of 2012 (the “Water and Sewer Bonds of 2012”) 10

authorized by Bill No. 11-27, enacted by the County Council on July 12, 2011, effective 11

September 19, 2011 (the “Water and Sewer Bonds of 2012 Bill”); its Water and Sewer Bonds of 12

2014 (the “Water and Sewer Bonds of 2014”) authorized by Bill No. 13-21, enacted by the 13

County Council on June 11, 2013, effective August 12, 2013 (the “Water and Sewer Bonds of 14

2014 Bill”); its Water and Sewer Bonds of 2015 (the “Water and Sewer Bonds of 2015”) 15

authorized by Bill No. 14-25, enacted by the County Council on June 17, 2014, effective August 16

25, 2014 and as revised by Bill No. 17-10, As Amended, enacted by the County Council on June 17

13, 2017, effective August 14, 2017 (the “Water and Sewer Bonds of 2015 Bill”); its Water and 18

Sewer Bonds of 2016 (the “Water and Sewer Bonds of 2016”) authorized by Bill No. 15-20, 19

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

“Water and Sewer Bonds of 2016 Bill”); its Water and Sewer Bonds of 2017 (the “Water and 21

Sewer Bonds of 2017”) authorized by Bill No. 16-18, enacted by the County Council on June 22

21, 2016, effective August 22, 2016 (the “Water and Sewer Bonds of 2017 Bill”); and its Water 23



5

and Sewer Bonds of 2018 (the “Water and Sewer Bonds of 2018”) authorized by Bill No. 17-12, 1

enacted by the County Council on June 13, 2017, effective August 14, 2017 (the “Water and 2

Sewer Bonds of 2018 Bill”) (such General Obligation Bond Bills and such Water and Sewer 3

Bond Bills are herein collectively referred to as the “Authorization Legislation”) for the purpose 4

of financing certain capital projects identified therein and certain transfers of expenditures for 5

school building construction between major categories or of unexpended project balances 6

approved by the County Council pursuant to Section 5-107(b)(2) of the Education Article of the 7

Annotated Code of Maryland (2014 Replacement Volume and 2017 Supplement); and 8

WHEREAS, the Consolidated Bonds Act authorizes issuers of public debt, by 9

resolution, to provide that loans authorized to be incurred and bonds authorized to be sold by 10

separate acts of enabling legislation may be consolidated for sale and issued, sold and delivered 11

as a single issue of bonds, regardless of when the enabling legislation authorizing any loan or 12

the sale of any bonds evidencing a loan was enacted; and 13

WHEREAS, the County Council has determined, based upon the advice of the 14

Department of the Treasury, to borrow an amount not to exceed Forty Million Dollars 15

($40,000,000) through the issuance and sale of the CPI Bonds; and 16

WHEREAS, the Authorization Legislation provides that certain matters, including but 17

not limited to maturity schedules, redemption features and premiums, designation of paying 18

agents and registrars, the date of sale, the form of notice of sale and bid form, and other matters 19

may be determined by an administrative resolution adopted by the County Council. 20

NOW THEREFORE, BE IT RESOLVED by the County Council of Harford County, 21

Maryland: 22



6

Section 1. Pursuant to the authority of the Consolidated Bonds Act, the Charter, the 1

County Code, the Authorization Legislation and the laws of the State of Maryland, the County 2

shall borrow money and incur indebtedness to finance the costs of construction, reconstruction, 3

improvement, extension, acquisition, alteration, repair and modernization, site acquisition, site 4

improvement, architectural and engineering services, preparation of plans, drawings and 5

specifications, development of grounds and landscaping thereof and acquisition of all customary 6

appurtenances and equipment for the projects identified in the Authorization Legislation that are 7

described in Exhibit A attached hereto (the “Projects”), together with the financial, accounting, 8

printing, legal, bond counsel, financial advisor, paying agent, registrar and accrued interest 9

expenses (collectively, the “Cost of Issuance”), in the original aggregate principal amount not to 10

exceed Forty Million Dollars ($40,000,000). The General Obligation Bonds of 2008, the Water 11

and Sewer Bonds of 2010, the General Obligation Bonds of 2011, the General Obligation Bonds 12

of 2012, the Water and Sewer Bonds of 2012, the General Obligation Bonds of 2013, the 13

General Obligation Bonds of 2014, the Water and Sewer Bonds of 2014, the General Obligation 14

Bonds of 2015, the Water and Sewer Bonds of 2015, the General Obligation Bonds of 2016, the 15

Water and Sewer Bonds of 2016, the General Obligation Bonds of 2017, the Water and Sewer 16

Bonds of 2017, the General Obligation Bonds of 2018, the Water and Sewer Bonds of 2018, and 17

the General Obligation Bonds of 2019 shall, pursuant to the Consolidated Bonds Act, be 18

consolidated for sale and issued, sold and delivered as a single issue of bonds to be known and 19

designated as “Harford County, Maryland Consolidated Public Improvement Bonds, Series 20

2019” and the original principal amount of indebtedness to be incurred hereunder and 21

thereunder shall not exceed Forty Million Dollars ($40,000,000). 22



7

Section 2. The indebtedness incurred by the County pursuant to the CPI Bonds shall be 1

allocated among the Projects as indicated in Exhibit A. 2

Section 3. To evidence the indebtedness, the County shall issue and sell upon its full 3

faith and credit and unlimited taxing power, its consolidated public improvement bonds (as such 4

term is used in Consolidated Bonds Act) in the original aggregate principal amount not to 5

exceed Forty Million Dollars ($40,000,000) (the “CPI Bonds”), to be designated “Harford 6

County, Maryland Consolidated Public Improvement Bonds, Series 2019.” 7

Section 4. The CPI Bonds shall be sold at public sale by solicitation of competitive bids, 8

after advertisement of the sale by public notice as provided in this Resolution. The date of sale 9

shall be January 15, 2019 at 10:30 a.m. and bids shall be received by the County Treasurer, 220 10

South Main Street, Bel Air, Maryland 21014, or on such other date and time and/or at such other 11

location as may be determined by subsequent Executive Order of the County Executive and/or 12

resolution of the County Council. 13

Section 5. The County Treasurer shall conduct the sale and receive bids in the name of 14

the County and with the advice of Davenport & Company LLC, financial advisor to the County, 15

determine the bid that is the best responsible bid received in compliance with the terms and 16

conditions of the Notice of Sale (defined below), which bid shall be presented to the County 17

Council for acceptance by resolution as soon as practicable after determination of the best bid. 18

Section 6. The distribution of a Notice of Sale by the Treasurer of the County 19

substantially in the form attached hereto as Exhibit B (the “Notice of Sale”) is hereby approved, 20

affirmed and ratified as a proper action to be taken on the County’s behalf pursuant to the 21

authority granted in the Authorization Legislation and this Resolution and the terms and 22

conditions stated in the Notice of Sale are hereby approved as the terms and conditions and the 23



8

manner in which the CPI Bonds shall be issued, sold and delivered. Appropriate changes, 1

variations and insertions to the Notice of Sale may be made at or prior to sale, to provide dates, 2

serial maturities, numbers, amounts and modifications to the form of Notice of Sale attached to 3

this Resolution, by the County Executive or, if the County Executive so designates, the County 4

Treasurer, to carry into effect the purposes of this Resolution, or to comply with 5

recommendations of legal counsel, bond counsel, or the County’s financial advisor. Changes in 6

the maturity schedule of the CPI Bonds and maximum amount of CPI Bonds to be sold (not to 7

exceed Forty Million Dollars ($40,000,000)), based upon advice of the financial advisor of the 8

County, may be made upon approval of the County Executive prior to or on the date of sale of 9

the CPI Bonds provided that the County Council by resolution on or before the date of sale of 10

the CPI Bonds ratifies and approves the changes in maturities and original aggregate principal 11

amount of the CPI Bonds substantially pursuant to the provisions of the Notice of Sale entitled 12

“Procedures For Award and Principal Amount Changes.” Notwithstanding the foregoing, the 13

amount of the CPI Bonds allocated to the Projects shall not exceed the amounts allocated in 14

Exhibit A, except upon approval of the County Council. The Notice of Sale shall be published 15

as required by law and a summary version of the Notice of Sale, approved by the financial 16

advisor to the County, if recommended by the County’s financial advisor, may be published in 17

The Bond Buyer and/or other financial journals circulated in New York, New York. 18

Section 7. The proceeds of the CPI Bonds, including premium, if any, after payment of 19

Cost of Issuance as provided in the Authorization Legislation (unless the County elects not to 20

pay such expenses with proceeds of sale of the CPI Bonds) shall be used and applied by the 21

County to finance the Projects or if the proceeds of the CPI Bonds after payment of Cost of 22

Issuance, are not used in their entirety, the proceeds not so used shall be used to pay the next 23



9

maturing principal of and/or interest on the CPI Bonds or, if legislation is enacted by the County 1

Council, for such other purpose as may be provided by law. 2

Section 8. The CPI Bonds shall be dated the date of their delivery, and shall be issued in 3

book-entry-only form, registered in the name of Cede & Co., as nominee of The Depository 4

Trust Company, New York, New York (“DTC”) (provided that if DTC so requests or if the 5

book-entry system for the CPI Bonds is discontinued, replacement bonds shall be issued in 6

denominations of $5,000 each or any integral multiple thereof). The CPI Bonds shall mature, in 7

annual serial installments on October 1 on the dates and in the principal amounts as follows: 8

October 1 Preliminary October 1 Preliminary 9 Year of Maturity Principal Amount Year of Maturity Principal Amount 10

2019 $2,000,000 2029 $2,000,000 11 2020 2,000,000 2030 2,000,000 12 2021 2,000,000 2031 2,000,000 13 2022 2,000,000 2032 2,000,000 14 2023 2,000,000 2033 2,000,000 15 2024 2,000,000 2034 2,000,000 16 2025 2,000,000 2035 2,000,000 17 2026 2,000,000 2036 2,000,000 18 2027 2,000,000 2037 2,000,000 19 2028 2,000,000 2038 2,000,000 20 21

Prior to the issuance of the CPI Bonds, the principal amount due in each year may be 22

changed by Executive Order of the County Executive and/or resolution of the County Council. 23

Section 9. The CPI Bonds that mature before October 1, 2029 are not subject to 24

redemption prior to maturity. The CPI Bonds that mature on or after October 1, 2029 shall be 25

subject to redemption as a whole or in part at any time, and in any order of maturity, at the 26

option of the County, on October 1, 2028 or any date thereafter, upon notice of call for 27

redemption, mailed to DTC, or if the book-entry system has been discontinued, by written 28

notice to the registered owners of the CPI Bond to be redeemed by letter mailed first class, 29

postage prepaid to the addresses of such registered owners, at par (100% of the principal amount 30



10

to be redeemed) together with interest accrued to the date fixed for redemption. Based upon the 1

advice of the County’s financial advisor, the County Executive may authorize changes in the 2

Notice of Sale and the form of CPI Bond to provide for different schedules of redemption or for 3

no redemption. 4

Section 10. The CPI Bonds shall bear interest from the date of delivery of the CPI Bonds 5

at the rate or rates named by the successful bidder or bidders for the CPI Bonds in accordance 6

with the terms of the Notice of Sale. Interest on the CPI Bonds shall be payable on October 1, 7

2019 and semiannually thereafter on April 1 and October 1 in each year in which the CPI Bonds 8

are outstanding. Interest payments due under the CPI Bonds shall be made to the registered 9

owners of the CPI Bonds who are the registered owners of record as of the 15th day of the month 10

preceding the month in which such interest payment is to occur. Each CPI Bond shall bear 11

interest from the most recent date to which interest has been paid or, if no interest has been paid, 12

from the date of delivery thereof. 13

Section 11. Manufacturers and Traders Trust Company is hereby appointed bond 14

registrar (the “Bond Registrar”) and paying agent (the “Paying Agent”) for the CPI Bonds. The 15

County Executive is hereby authorized and directed on behalf of the County, to execute and 16

deliver an agreement with Manufacturers and Traders Trust Company concerning the duties and 17

compensation of the Bond Registrar and Paying Agent. 18

Section 12. The principal of the CPI Bonds shall be payable at the principal corporate 19

trust office of the Paying Agent, and the Paying Agent will forward such payments to DTC 20

while the CPI Bonds are in book-entry form, and otherwise to the registered owners thereof. 21

Interest on the CPI Bonds will be payable by check or draft to the Paying Agent who will 22

forward such payment to DTC while the CPI Bonds are in book-entry form, and otherwise to the 23



11

registered owners thereof. While the CPI Bonds are in book-entry form, DTC will provide for 1

payment of principal, premium (if any) and interest to the beneficial owners of the CPI Bonds. 2

Section 13. The CPI Bonds shall be executed in the name of the County and on its behalf 3

by the County Executive whose signature may be by facsimile, and the corporate seal of the 4

County or facsimile thereof shall be imprinted or otherwise reproduced thereon and attested by 5

the signature of the Director of Administration of the County, whose signature may also be by 6

facsimile. Each CPI Bond shall be authenticated by the manual signature of an authorized 7

officer of the Bond Registrar. The CPI Bonds shall be issued subject to registration as to 8

principal and interest in the name or names of the owner or owners thereof on books kept for the 9

registration and transfer of the CPI Bonds at the principal corporate trust office of the Bond 10

Registrar. There shall be printed on or attached to each CPI Bond the text of the approving legal 11

opinion of bond counsel with respect to the CPI Bonds. No CPI Bond shall be valid or 12

obligatory for any purpose unless and until the certificate of authentication thereon shall have 13

been duly executed by the Bond Registrar. The Bond Registrar’s certificate of authentication on 14

any CPI Bond shall be deemed to have been executed by it if manually signed by a duly 15

authorized officer of the Bond Registrar, but it shall not be necessary that the same person sign 16

the certificate of authentication on all of the CPI Bonds. 17

Section 14. The award of the CPI Bonds to the successful bidder(s) for the CPI Bonds 18

shall be made upon resolution to be adopted by the County Council and such resolution shall 19

approve the interest rates specified by the successful bidder for each maturity in its proposal 20

along with any change or changes in the aggregate principal amount of the CPI Bonds and/or 21

the principal amount of any maturity of the CPI Bonds. 22



12

Section 15. The CPI Bonds shall be issued substantially in the form of bonds attached to 1

this Resolution as Exhibit C, with such changes as may be approved by the County Executive. 2

Section 16. The CPI Bonds may be transferred or exchanged only in the manner set forth 3

therein. 4

Section 17. The County hereby covenants and agrees with each of the holders from time 5

to time, of any of the CPI Bonds, (i) in the event receipts from charges, fees and assessments of 6

the water and sewer system of the County or the receipts of the County pledged to pay debt 7

service do not provide sufficient funds to pay the principal of and premium (if any) and interest 8

on the CPI Bonds, the proceeds of which will be used for Projects that are part of the County’s 9

water and sewer system or (ii) in the event other taxes, charges and fees from sources other than 10

the water and sewer system of the County do not provide sufficient funds to pay the principal of 11

and premium (if any) and interest on any of the CPI Bonds, the proceeds of which are intended 12

to be used for Projects that are not part of the County’s water and sewer system, that it shall 13

promptly cause to be levied against all assessable property within the County annually, so long 14

as any of the CPI Bonds are outstanding and not paid, an ad valorem tax sufficient in rate and 15

amount to provide for the payment of the principal of and premium (if any) and interest on the 16

CPI Bonds when due, which tax shall be levied in accordance with the Charter. The County, by 17

the passage of this Resolution, hereby covenants and agrees and confirms its covenant and 18

agreement contained in the Authorization Legislation, properly and promptly to perform all the 19

respective acts and duties defined in the Charter for the levy and collection of the ad valorem 20

tax upon all assessable property within the corporate limits of the County, as the levy and 21

collection of such a tax becomes necessary in order to provide for the payment of principal of 22

and premium (if any) and interest on the CPI Bonds. 23



13

Section 18. As soon as may be practicable after the sale hereinabove provided for has 1

been held, the CPI Bonds shall be suitably prepared in temporary or definitive form, executed 2

and delivered through the facilities of DTC, upon receipt of the purchase price therefor. The 3

County Executive, the County Treasurer and all other officials and employees of the County are 4

expressly authorized, empowered and directed to take any and all action necessary to complete 5

and close the award of the CPI Bonds to the successful bidder(s) therefor, the issuance and sale 6

of the CPI Bonds and delivery thereof to DTC and to execute and deliver all documents, 7

certificates and instruments necessary or appropriate in connection therewith. 8

Section 19. (a) The County Executive and the County Treasurer are the officials of the 9

County responsible for the issuance of the CPI Bonds within the meaning of Section 1.148-10

2(b)(2) of the Arbitrage Regulations (defined below). The County Executive and the County 11

Treasurer shall also be the officials of the County responsible for the execution and delivery (on 12

the date of the issuance of the CPI Bonds) of a certificate containing the covenants, 13

certifications and agreements of the County (the “Section 148 Certificate”) that complies with 14

the requirements of Section 148 of the Internal Revenue Code of 1986, as amended (“Section 15

148”), and the applicable regulations thereunder (the “Arbitrage Regulations”); and such 16

officials are hereby authorized and directed to execute and deliver the Section 148 Certificate to 17

bond counsel, when and if necessary for any of the CPI Bonds. 18

(b) The County shall set forth in the Section 148 Certificate its reasonable 19

expectations as to relevant facts, estimates and circumstances relating to the use of the proceeds 20

of the CPI Bonds or of any monies, securities or other obligations to the credit of any account of 21

the County which may be deemed to be proceeds of the CPI Bonds pursuant to Section 148 or 22

the Arbitrage Regulations (collectively, the “Bond Proceeds”). The facts, estimates and 23



14

circumstances set forth in the Section 148 Certificate shall be based upon the County’s 1

reasonable expectations on the date of issuance of the CPI Bonds and will be, to the best of the 2

certifying official’s knowledge, true and correct as of that date. 3

(c) The County covenants with the registered owners of the CPI Bonds that it will 4

not make, nor (to the extent that it exercises control or direction) permit to be made, any use of 5

the Bond Proceeds that would cause any of the CPI Bonds to be an “arbitrage bond” within the 6

meaning of Section 148 and the Arbitrage Regulations and that it will comply with those 7

provisions of Section 148 and the Arbitrage Regulations as may be applicable to the CPI Bonds 8

on the date of issuance and which may lawfully and subsequently be made applicable to the CPI 9

Bonds as long as the CPI Bonds remain outstanding and unpaid. 10

Section 20. The County covenants that it will comply with the provisions of the Internal 11

Revenue Code of 1986, as amended, applicable to the CPI Bonds, including, without limitation, 12

compliance with provisions regarding the timing of the expenditure of Bond Proceeds, the 13

restriction of investment yields on invested Bond Proceeds, the filing of information with the 14

Internal Revenue Service, and the rebate of certain earnings resulting from the investment of the 15

Bond Proceeds or the payment of alternative penalty amounts in lieu of rebate as permitted 16

under Section 148 and the Arbitrage Regulations. The County further covenants that it shall 17

make such use of the Bond Proceeds, regulate the investment of Bond Proceeds, and take such 18

other and further actions as may be required to maintain the exclusion from income for federal 19

income taxation of interest on any of the CPI Bonds issued or intended to be issued as tax-20

exempt bonds. 21

Section 21. The County Executive, Director of Administration and County Treasurer are 22

authorized to distribute a Preliminary Official Statement relating to the CPI Bonds, which shall 23



15

contain, inter alia, current financial, operating and demographic information concerning the 1

County. The County Executive, Director of Administration and County Treasurer are also 2

authorized to distribute an Official Statement, the final form of which shall be approved by the 3

County Executive as evidenced by his signature thereon, and the Official Statement shall be in 4

substantially the form of the Preliminary Official Statement, with such changes, modifications, 5

additions and deletions as the County Executive may approve. The Preliminary Official 6

Statement and the Official Statement describing the CPI Bonds may be combined and include 7

material information suggested by the County’s financial advisor and bond counsel. 8

Section 22. In accordance with the provisions of Section 524 of the Charter, and based 9

upon the advice of the Department of the Treasury of the County, as reflected in Exhibit D 10

attached hereto, the average probable useful life of the Projects is 33.89 years. 11

Section 23. Pursuant to Treasury Regulations 1.150-2, governing the use of bond 12

proceeds for the purpose of reimbursing expenditures paid prior to the issuance of bonds, and as 13

permitted by Treasury Regulations 1.150-2(e)(1), the County Treasurer is hereby duly 14

designated to make declarations of Official Intent on behalf of the County. The County expects 15

that all or a part of the capital expenditures for the Projects will be paid prior to the issuance of 16

the CPI Bonds, and that the proceeds of the CPI Bonds will be used to reimburse the County for 17

capital expenditures paid prior to the issuance of the CPI Bonds. As provided in the 18

Authorization Legislation, the County reasonably expects to reimburse a portion of the capital 19

expenditures for the Projects with proceeds of the CPI Bonds, in the maximum principal amount 20

of Forty Million Dollars ($40,000,000), and this Resolution shall be available for public 21

inspection at the offices of the County during regular business hours and in accordance with the 22

laws of the State of Maryland and the County, regarding access to public records. 23



16

Section 24. With respect to all documents, certificates and other forms the execution, 1

authentication and delivery of which is authorized herein, the official(s) or representative(s) 2

authorized to execute, authenticate or deliver such documents, certificates or other forms is (are) 3

hereby authorized to do so with such changes from the forms approved herein as may be 4

necessary, prudent or desirable to effect the transactions contemplated by the Authorization 5

Legislation or this Resolution and which are consistent with the Authorization Legislation and 6

this Resolution. 7

Section 25. The County Executive, Director of Administration and County Treasurer 8

are authorized to execute and deliver such other and further documents as may be necessary or 9

appropriate to complete the issuance, sale and delivery of the CPI Bonds. 10

Section 26. This Resolution shall become effective immediately upon adoption by the 11

County Council. 12

ADOPTED this ______ day of October, 2018. 13

ATTEST: 14

15 16 Mylia Dixon Richard C. Slutzky 17 Administrator, County Council President, County Council of 18 of Harford County, Maryland Harford County, Maryland 19



17

EXHIBIT A 1 2

Allocation of Indebtedness Among Projects 3 Project Number Project Amount($)

General County Projects

A034102 FACILITIES REPAIR PROGRAM 6,707,693 A064109 SITE ACQUISITION 1,792,119 A094102 COURTHOUSE BUILDING REPAIRS 2,732,552 A104102 WHEEL CREEK WATERSHED RESTORATION 99,850 A114102 HUMANE SOCIETY 107,027 A114105 BYNUM RUN AT ST ANDREWS WAY STREAM REST 338,698 A124104 JOPPATOWNE AREA WATERSHED RESTORATION 83,611 A124105 PLUMTREE RUN WATERSHED RESTORATION 605,081 A124106 SAMS BRANCH WATERSHED RESTORATION 3,207 A124131 HMAN (HARFORD COUNTY METRO AREA NETWORK) 428,824 A154103 RIVERSIDE AREA WATERSHED RESTORATION 50,278 A164102 FLEET MAINTENANCE FACILITY 695,514 A164105 COUNTY OWNED WATERSHED RESTORATION IMPR 623,698 A164106 WATERSHED RESTORATION ASESSMENT 1,025,051 A164107 WATERSHED RESTORATION IMPROVEMENTS 49,807 A164108 WATERSHED RESTORATION MAINTENANCE 12,908 B064125 NEW ELEM CAP/VALE RD/RED PUMP ELEM 883 B064145 HVAC MAJOR REPAIRS 93,930 B074126 ROOFING REPLACEMENT 2,436 B074127 YOUTH'S BENEFIT ELEMENTARY SCHOOL REPL 3,934,154 B144111 HAVRE DE GRACE HIGH SCHOOL REPLACEMENT 5,000,000 B144110 FALLSTON HIGH SCHOOL HVAC PROJECT 36,318 B154106 DARLINGTON ES COMPREHENSIVE HVAC 152,968 B154108 N. HARFORD MS DOMESTIC WATER IMPROVEMENT 97,863 B164109 CENTER FOR EDUCATIONAL OPP-HVAC 162,550 B164111 PROSPECT MILL ES HVAC 190,075 B174104 RIVERSIDE ES HVAC SYSTEMIC RENOVATION 3,097,619 B174105 ROOF REPLACEMENT JOPPATOWNE HIGH SCHOOL 804,167 B174106 WILLIAM PACA/OLD POST ES OPEN SPACE ENCL 1,031,332 B174107 WILLIAM S JAMES ES OPEN SPACE ENCLOSURE 479,733 B184108 BEL AIR ELEMENTARY HVAC RENOV/OPEN SPACE 409,219 B184110 SWIMMING POOL RENOVATIONS 247,887 B184120 ROOF REPLACEMENT-NORTH HARFORD ES 19,279 C144106 EDGEWOOD HALL RENOVATION AND EXPANSION 231,699 C184107 FALLSTON HALL RENOVATIONS 681,178 D945610 HWDC EXPANSION 68,488 E074110 NEW EMERGENCY OPERATIONS CENTER COMPLEX 341,080 H034501 TOLLGATE RD/W RING FACTORY-PLUMTREE 180,125 H074502 SNAKE LANE BRIDGE #31 68,336 H094502 ROBINSON MILL ROAD BRIDGE #154 21,400 H104501 ABINGDON ROAD BRIDGE #169 OVER CSX 5,679 H114501 CHESTNUT HILL BRIDGE #40 27,210 H114502 PHILLIPS MILL ROAD BRIDGE #70 12,007 H134503 GREEN ROAD BRIDGE #119 AND #122 53,007



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H144504 NEW PARK ROAD BRIDGE #125 172,643 H154502 STAFFORD ROAD BRIDGE #24 15,093 H174502 JOHNSON MILL ROAD BRIDGE #45 123,806 H984519 MOORES MILL ROAD 324,097 L124117 HAVRE DE GRACE EXPANSION 42,500 P064137 SHUCKS ROAD REGIONAL COMPLEX 222,141 P084117 ATHLETIC FIELD IMPROVEMENTS 293,180

General County Projects Total $34,000,000

Water and Sewer Projects

S086692 BUSH CREEK PUMP ST 4TH PUMP 872,582 S096703 BYNUM RUN PARALLEL PHASE 6 & 7 1,735,186 S126724 SOD RUN FACILITY IMPROVEMENTS 125,787 S176019 BIO SOLIDS FACILITIES ENHANCEMENT 672,933 W106709 MAGNOLIA BOOSTER STATION 26,355 W126718 CITY OF BALTIMORE DEER CREEK PUMP STAT 14,793 W126719 CITY OF BALTIMORE RAW WATER SUPPLY 3,701 W156492 REPLMT WATER BOOSTER STATION SCADA 65,800 W166375 US 40 AND RT 159 SHA WATER RELOCATION 2,482,863

Water and Sewer Projects Total 6,000,000 Grand Total $40,000,000



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EXHIBIT B 1

NOTICE OF SALE 2 $40,000,000.00* 3

HARFORD COUNTY, MARYLAND 4 GENERAL OBLIGATION BONDS 5

CONSISTING OF 6 CONSOLIDATED PUBLIC IMPROVEMENT BONDS, SERIES 2019 7

(Book-Entry Only) 8 9

NOTICE IS HEREBY GIVEN that electronic bids for the Bonds (defined below) will be 10 received by the Treasurer, Harford County, Maryland (the “County”) until 10:30 a.m. (prevailing Eastern 11 Time) on January15, 2019 for the purchase of all (but not less than all) of the County’s Consolidated 12 Public Improvement Bonds, Series 2019, aggregating $40,000,000* (the “Bonds”). The bids will be 13 received up to the time (unless postponed as described herein) and in the manner described below. 14 15 Bidding Procedures 16 17 Bids for the purchase of the Bonds must be submitted electronically via BiDCOMPTM/PARITY® 18 (“Parity”) by means of the bid form provided thereby in accordance with its Rules of Participation and 19 this Notice of Sale by 10:30 a.m. (prevailing Eastern Time) on January 15, 2019, subject to 20 postponement or cancellation in accordance with this Notice of Sale. No other form of bid or proposal or 21 provider of electric bidding services will be accepted. Bids submitted after 10:30 a.m. (prevailing 22 Eastern Time) on January 15, 2019 or bids submitted in person or via facsimile transmission will not be 23 considered by the County. If any provisions in this Notice of Sale shall conflict with information 24 provided by PARITY, this Notice of Sale shall control. In the event of a malfunction in the electronic 25 bidding process, the bid time and/or date may be postponed at the option of the County. For further 26 information about PARITY, potential bidders may contact: 27 28

Davenport & Company LLC 29 8600 LaSalle Road, Suite 618 30

Towson, Maryland 21286 31 Attention: Jennifer L. Diercksen 32

Telephone: 410-296-9426 33 34

or 35 36

PARITY 37 1359 Broadway 38

New York, New York 10018 39 Telephone: 212-849-5021 40

41 Davenport & Company LLC is acting as financial advisor to the County (the “Financial Advisor”) in 42 connection with the Bonds. 43 44 Any prospective bidder must submit its electronic bid through the facilities of PARITY, in 45 accordance with the Rules of Participation and any other requirements of PARITY. Prospective bidders 46 must be contracted customers of PARITY in order to submit an electronic bid. 47 48 _____________________ 49 *Preliminary, subject to adjustment as provided herein. 50 51



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An electronic bid made through the facilities of PARITY shall be deemed an offer in 1 response to this Notice of Sale and shall be binding upon the bidder. The County shall not be 2 responsible for any malfunction or mistake made by, or as a result of the use of the facilities of, 3 PARITY, the use of such facilities being the sole risk of the prospective bidder. 4 5

Neither the County nor PARITY shall have any duty or obligation to provide or assure access to 6 PARITY to any prospective bidder. The County is using PARITY as a communication mechanism and 7 not as the County’s agent to conduct the electronic bidding for the Bonds. The County is not bound by 8 any advice or determination of PARITY to the effect that any particular bid complies with the terms of 9 this Notice of Sale. All costs and expenses incurred by prospective bidders in connection with their 10 submission of bids via PARITY are the sole responsibility of the bidders, and the County is not 11 responsible, directly or indirectly, for any such costs or expenses. If a prospective bidder encounters any 12 difficulty in submitting, modifying or withdrawing a bid for the Bonds, such bidder should telephone 13 PARITY (212-806-8304) and notify the County’s Financial Advisor at the number provided above. 14 15 Electronic bids must be submitted for the purchase of the Bonds via PARITY. Bids for the 16 purchase of the Bonds shall be communicated electronically to the County by 10:30 a.m. (prevailing 17 Eastern Time) on January 15, 2019. Prior to that time, a prospective bidder may (1) submit the proposed 18 terms of its bid, (2) modify the proposed terms of its bid, in which event the proposed terms as last 19 modified will (unless the bid is withdrawn as described herein) constitute its bid for the Bonds, or (3) 20 withdraw its proposed bid for the Bonds. Once the bids are communicated electronically via PARITY to 21 the County, each bid will constitute an irrevocable offer to purchase the Bonds bid for on the terms 22 therein provided. For the purposes of the electronic bid, the time maintained by PARITY shall constitute 23 the official time. 24 25 WARNING REGARDING ELECTRONIC BIDS: THE COUNTY WILL ACCEPT BIDS IN 26 ELECTRONIC FORM SOLELY THROUGH PARITY ON THE OFFICIAL BID FORM CREATED 27 FOR SUCH PURPOSE. EACH BIDDER SUBMITTING AN ELECTRONIC BID UNDERSTANDS 28 AND AGREES BY DOING SO THAT IT IS SOLELY RESPONSIBLE FOR ALL ARRANGEMENTS 29 WITH PARITY AND THAT PARITY IS NOT ACTING AS AN AGENT OF THE COUNTY. 30 INSTRUCTIONS AND FORMS FOR SUBMITTING ELECTRONIC BIDS MUST BE OBTAINED 31 FROM PARITY, AND THE COUNTY ASSUMES NO RESPONSIBILITY FOR ENSURING OR 32 VERIFYING BIDDER COMPLIANCE WITH THE PROCEDURES OF PARITY. THE COUNTY 33 SHALL ASSUME THAT ANY BID RECEIVED THROUGH PARITY HAS BEEN MADE BY A 34 DULY AUTHORIZED AGENT OF THE BIDDER. 35 36 THE COUNTY, DAVENPORT & COMPANY LLC, AS FINANCIAL ADVISOR TO THE 37 COUNTY, AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR ANY ERROR 38 CONTAINED IN ANY BID SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY BID 39 TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF 40 BIDS. EACH BIDDER EXPRESSLY ASSUMES THE RISK OF ANY INCOMPLETE, ILLEGIBLE, 41 UNTIMELY OR NONCONFORMING BID SUBMITTED BY ELECTRONIC TRANSMISSION BY 42 SUCH BIDDER, INCLUDING WITHOUT LIMITATION, BY REASON OF GARBLED 43 TRANSMISSION, MECHANICAL FAILURE, ENGAGED TELECOMMUNICATIONS LINES, OR 44 ANY OTHER CAUSE ARISING FROM SUBMISSION BY ELECTRONIC TRANSMISSION. 45 46 Authorization and Purpose 47 48 The Bonds will be issued by the County pursuant to Bill No. 07-16, As Amended, enacted by the 49 County Council on July 10, 2007, effective September 17, 2007 and as revised by Bill 12-39 enacted by 50 the County Council on November 20, 2012, effective January 28, 2013; Bill No. 10-18, enacted by the 51 County Council on June 15, 2010, effective August 16, 2010 and as revised by Bill 11-25 enacted by the 52



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County Council on July 12, 2011, effective September 19, 2011 and as revised by Bill No. 14-29, 1 enacted by the County Council on October 14, 2014, effective December 15, 2014 and as revised by Bill 2 No. 16-19, As Amended, enacted by the County Council on June 21, 2016, effective August 22, 2016 3 and as revised by Bill No. 18-09, enacted by the County Council on June 12, 2018, effective August 13, 4 2018; Bill No. 11-28, enacted by the County Council on July 12, 2011, effective September 19, 2011 and 5 as revised by Bill No. 15-18, As Amended, enacted by the County Council on September 15, 2015, 6 effective November 16, 2015; Bill No. 12-37, As Amended, enacted by the County Council on 7 November 20, 2012, effective January 28, 2013; Bill No. 13-20, As Amended, enacted by the County 8 Council on June 11, 2013, effective August 12, 2013, and as revised by Bill No. 14-29, enacted by the 9 County Council on October 14, 2014, effective December 15, 2014 and as revised by Bill No. 15-18, As 10 Amended, enacted by the County Council on September 15, 2015, effective November 16, 2015 and as 11 revised by Bill No. 16-19, As Amended, enacted by the County Council on June 21, 2016, effective 12 August 22, 2016 and as revised by Bill No. 18-09, enacted by the County Council on June 12, 2018, 13 effective August 13, 2018; Bill 14-24, As Amended, enacted by the County Council on June 17, 2014, 14 effective August 25, 2014 and as revised by Bill No. 15-18, As Amended, enacted by the County 15 Council on September 15, 2015, effective November 16, 2015 and as revised by Bill No. 16-19, As 16 Amended, enacted by the County Council on June 21, 2016, effective August 22, 2016 and as revised by 17 Bill No. 17-10, As Amended, enacted by the County Council on June 13, 2017, effective August 14, 18 2017 and as revised by Bill No. 18-09, enacted by the County Council on June 12, 2018, effective 19 August 13, 2018; Bill No. 15-19, enacted by the County Council on September 15, 2015, effective 20 November 16, 2015 and as revised by Bill No. 18-09, enacted by the County Council on June 12, 2018, 21 effective August 13, 2018; Bill No. 16-17, As Amended, enacted by the County Council on June 21, 22 2016, effective August 22, 2016 and as revised by Bill No. 17-10, As Amended, enacted by the County 23 Council on June 13, 2017, effective August 14, 2017; Bill No. 17-11, As Amended, enacted by the 24 County Council on June 13, 2017, effective August 14, 2017; Bill No. 18-08, enacted by the County 25 Council on June 12, 2018, effective August 13, 2018; Bill No. 9-27, enacted by the County Council on 26 November 10, 2009, effective January 12, 2010 and as revised by Bill No. 17-10, As Amended, enacted 27 by the County Council on June 13, 2017, effective August 14, 2017; Bill No. 11-27, enacted by the 28 County Council on July 12, 2011, effective September 19, 2011; Bill No. 13-21, enacted by the County 29 Council on June 11, 2013, effective August 12, 2013; Bill No. 14-25, enacted by the County Council on 30 June 17, 2014, effective August 25, 2014 and as revised by Bill No. 17-10, As Amended, enacted by the 31 County Council on June 13, 2017, effective August 14, 2017; Bill No. 15-20, enacted by the County 32 Council on September 15, 2015, effective November 16, 2015; Bill No. 16-18, enacted by the County 33 Council on June 21, 2016, effective August 22, 2016; Bill No. 17-12, enacted by the County Council on 34 June 13, 2017, effective August 14, 2017; and any applicable Resolutions adopted by the County 35 Council and any applicable Executive Orders of the County Executive (collectively, the “Authorizing 36 Legislation”). The proceeds of the Bonds will be used primarily to finance the costs of the acquisition, 37 renovation or new construction and equipping of certain capital projects described in the Authorizing 38 Legislation. 39 40 The Bonds and payment of the principal thereof and premium, if any, and interest thereon will 41 be the unconditional general obligations of the County and will constitute an irrevocable pledge of the 42 full faith and credit and unlimited taxing power of the County. 43 44 The County will not designate the Bonds as “qualified tax-exempt obligations” pursuant to 45 the provisions of Section 265 of the Internal Revenue Code of 1986, as amended. 46 47 List of Members of Account 48 49 The facilities of PARITY currently do not allow bidders to list the names of the members of the 50 account on whose behalf the bid is made. Bidders who are submitting an electronic bid are requested to 51



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provide the names of the members of the account on whose behalf the bid is made to the County, by 1 electronic mail to the Financial Advisor at [email protected]. 2 3 Right to Modify or Amend Notice of Sale; Right to Postpone Sale 4 5 The County reserves the right to modify or amend this Notice of Sale, including (without 6 limitation) changing the scheduled maturities or reducing the aggregate principal amount of 7 Bonds and the principal amount of any maturity offered for sale, prior to the bid date. If any 8 modifications occur, supplemental information with respect to the Bonds will be made available on 9 the BidComp/Parity/www.i-dealprospectus.com system or published on Thompson Municipal 10 Market Monitor (“TM3”) not later than 9:30 a.m. (prevailing Eastern Time) on the day of sale, 11 and bidders shall bid upon the Bonds based upon the terms thereof set forth in this Notice of Sale, 12 as so modified by such supplemental information. 13 14 In addition, the County reserves the right to postpone the time and/or date established for the 15 receipt of bids for the Bonds. Notice of any such change shall be provided not less than one hour prior 16 to the time set forth above for the receipt of bids by means of a supplemental notice of sale to be 17 transmitted on BidComp/Parity/www.i-dealprospectus.com system or published on TM3. In the event of 18 a postponement, the new date and time of sale and any revised date of expected delivery will made 19 available on BidComp/Parity/www.i-dealprospectus.com system or published on TM3 not later than 48 20 hours prior to such alternative sale date. On any such alternative sale date, bidders may submit bids for 21 the purchase of the Bonds in conformity with the provisions of this Notice of Sale (including any 22 supplemental notices of sale as described above), except for the changed date and time of sale and any 23 revised date of delivery. 24 25 Bid Parameters 26 27 No bid of less than 100% of par, no oral bid and no bid for less than all of the Bonds described in 28 this Notice of Sale will be considered. The Bonds are expected to be awarded no later than 3:00 p.m. 29 (prevailing Eastern Time) on January 15, 2019. All proposals shall remain firm until the time of award. 30 31 Price and Interest Rate Bid 32 33 Each bidder shall submit one bid, not less than 100% of par on an “all-or-none” basis for the 34 Bonds. Each bid must specify the rate or rates of interest to be paid on the Bonds, in multiples of one-35 eighth (1/8) or one-twentieth (1/20) of one percent (1%). Bidders may specify more than one rate of 36 interest to be borne by the Bonds, but all Bonds maturing on the same date must bear interest at the same 37 rate; and the difference between the maximum and minimum interest rates specified may not exceed 38 three percent (3%). A zero rate cannot be named for any maturity. 39 40 Procedures for Award and Principal Amount Changes 41 42 The aggregate principal amount and the principal amount of each maturity of the Bonds are 43 subject to adjustments by the County, both before and after the receipt of bids for their purchase. The 44 aggregate principal amount of the Bonds may be decreased below $40,000,000,* but may not be 45 increased above $40,000,000.* Changes to be made prior to the sale will made available on 46 BidComp/Parity/www.i-dealprospectus.com system or published on TM3 not later than 9:30 a.m. 47 (prevailing Eastern Time) on the date of sale and will be used to compare bids and select a winning 48 bidder. Changes to be made after the sale and the maturity amounts for the Bonds will be communicated 49 to the successful bidder by 5:00 p.m. (prevailing Eastern Time) on the date of the sale, and will not 50 51 _____________________ 52 *Preliminary, subject to adjustment as provided herein. 53



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reduce or increase the aggregate principal amount of the Bonds by more than 10% from the amount bid 1 upon. In addition, the final maturity schedule for the Bonds will be communicated to the successful 2 bidder by 5:00 p.m. (prevailing Eastern Time) on the date of the sale. The dollar amount bid for 3 principal and any amount bid for premium by the successful bidder will be adjusted proportionately to 4 reflect any reduction or increase in the aggregate principal amount of the Bonds, but the interest rates 5 specified by the successful bidder for all maturities will not change. The successful bidder may not 6 withdraw its bid as a result of any changes made within these limits. 7

8 ALL BIDS SHALL REMAIN FIRM UNTIL THE BONDS ARE AWARDED ON THE DATE 9

OF SALE. An award of the Bonds pursuant to this Notice of Sale, if made, will be made by the 10 resolution of the County Council of the County, at a meeting of the County Council to be held at or 11 before 3:00 p.m. (prevailing Eastern Time) on the date of sale. 12 13 Good Faith Deposit 14 15 A good faith deposit (the “Deposit”) is required in connection with the award of the Bonds to the 16 successful bidder. After the bidding is closed and prior to the award, the apparent successful bidder 17 indicated on PARITY must submit the Deposit in the amount of $400,000* in the form of a federal funds 18 wire transfer not later than 3:00 p.m. (prevailing Eastern Time) (the “Deposit Deadline”) on the date of 19 sale. The award to the apparent successful bidder is contingent upon receipt of the Deposit and the 20 Bonds will not be awarded to such bidder until the County has confirmed receipt of the Deposit. The 21 Deposit of the successful bidder will be retained by the County to be applied in partial payment for the 22 Bonds and no interest will be allowed or paid upon the amount thereof, but in the event the successful 23 bidder shall fail to comply with the terms of the bid, the proceeds thereof will be retained as and for full 24 liquidated damages. 25 26 The County shall distribute wiring instructions for the Deposit to the apparent successful bidder 27 in a timely fashion after the bidding has been closed. If the Deposit is not received by the Deposit 28 Deadline, the County reserves the right to sell the Bonds to a different bidder upon such terms and 29 conditions as the County shall deem appropriate, without any financial liability on the County’s part to 30 the apparent successful bidder. 31 32 Award of Bonds and Public Offering 33 34 The County will not consider and will reject any bid for the purchase of less than all of the 35 Bonds. THE RIGHT IS RESERVED TO THE TREASURER TO REJECT ANY AND ALL BIDS FOR 36 THE BONDS. The award, if made, will be made to the bidder offering the lowest interest cost to the 37 County, as calculated by the County or its agent. True interest cost shall be determined in accordance 38 with the true interest cost (TIC) method by doubling the semiannual interest rate (compounded 39 semiannually) necessary to discount the debt service payments from the payment dates to the date of the 40 Bonds and to the price bid, excluding interest accrued to the date of delivery; provided, however, that if 41 two or more bidders have made bids, each of which represents the lowest true interest cost to the County, 42 the Bonds shall be awarded to the bidder offering the highest premium and if the highest premium is 43 offered by two or more such bidders or if no premium is bid by any such bidders, then the Bonds may be 44 awarded, with their consent, in a ratable portion among such bidders, or the County, in its discretion, 45 may award all the Bonds to one bidder. The judgment of the County shall be final and binding upon all 46 bidders with respect to the form and adequacy of any bid received and as to its conformity to the terms of 47 this Notice of Sale. Each bidder shall include in its bid a statement of true interest cost offered by its bid, 48 but such statement shall not be deemed a part of its bid. 49 50 _____________________ 51 *Preliminary, subject to adjustment as provided herein. 52



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The successful bidder shall make a bona fide public offering of all the Bonds and shall represent 1 to the County that such reoffering is in compliance with all applicable securities laws of the jurisdictions 2 in which the Bonds are offered. THE SUCCESSFUL BIDDER SHALL PROVIDE THE 3 CERTIFICATION DESCRIBED UNDER “CERTIFICATION AS TO ISSUE PRICE” BELOW. 4 5 Legal Opinion 6 7 The issuance of the Bonds will be subject to delivery of the approving opinion of Miles & 8 Stockbridge P.C. bond counsel, which opinion shall be substantially in the form set forth as an exhibit to 9 the Preliminary Official Statement referred to below. 10 11 Official Statement 12 13 Not later than seven (7) business days after the award of the Bonds to the successful bidder on 14 the day of sale, the County will deliver to the successful bidder an Official Statement, which is expected 15 to be substantially in the form of the Preliminary Official Statement referred to below. If so requested by 16 the successful bidder at or before the close of business on the date of the sale, the County will include in 17 the Official Statement such pricing and other information with respect to the terms of the reoffering of 18 the Bonds by the successful bidder (“Reoffering Information”), if any, as may be specified and furnished 19 in writing by such bidder. If no Reoffering Information is specified and furnished by the successful 20 bidder, the Official Statement will include the interest rates on the Bonds resulting from the bid of the 21 successful bidder and the successful bidder shall be responsible to the County and its officials for the 22 Reoffering Information, and for all decisions made by such bidder with respect to the use or omission of 23 the Reoffering Information in any reoffering of the Bonds, including the presentation or exclusion of any 24 Reoffering Information in any documents, including the Official Statement. The successful bidder for 25 the Bonds will also be furnished, without cost, with a reasonable number of copies of the Official 26 Statement (not to exceed 50 copies) and any amendments or supplements thereto. The successful bidder 27 may order additional copies at its own expense and is responsible for distributing the final Official 28 Statement to its syndicate members. 29 30 The Preliminary Official Statement of the County concerning the Bonds (the “Preliminary 31 Official Statement”) is in a form “deemed final” by the County for purposes of Section (b)(1) of Rule 32 15c2-12 of the Securities and Exchange Commission (the “Rule”), but is subject to revision, amendment 33 and completion in the final Official Statement. The County is distributing the Preliminary Official 34 Statement to potential bidders electronically through i-Deal LLC (“i-Deal”). Potential bidders may also 35 obtain an electronic copy of the Preliminary Official Statement by logging onto the website for i-Deal at 36 www.i-dealprospectus.com. Prior to submitting a bid, each potential bidder should read the Preliminary 37 Official Statement in its entirety. 38 39 The County will undertake to provide the successful bidder with further additional information 40 to be included in the Official Statement, when in the opinion of the County or of bond counsel, such 41 additional information constitutes a material change to the Official Statement. The County will take 42 such steps as are necessary to arrange for amending and supplementing the Official Statement in 43 connection with the disclosure of such additional information; provided, however, that the County shall 44 have no obligation to provide such additional information after the date that is twenty-five (25) days after 45 the “end of the underwriting period,” as such term is defined in the Rule. 46 47 The County agrees, in order to assist the successful bidder in complying with Section (b)(5) of 48 the Rule, pursuant to a continuing disclosure certificate (the “Continuing Disclosure Certificate”) signed 49 by the County Executive, Treasurer and Director of Administration of the County, to provide annual 50 financial information and notices of certain events, as enumerated in the Rule, to the Electronic 51 Municipal Market Access (“EMMA”) System implemented by the Municipal Securities Rulemaking 52

http://www.i-dealprospectus.com/



25

Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934. The 1 undertakings of the County in the Continuing Disclosure Certificate shall be set forth in the Preliminary 2 Official Statement and Official Statement and any amendment or supplement thereto. 3 4 Certification as to Issue Price 5 6

The successful bidder shall assist the County in establishing the issue price of the Bonds and shall 7 execute and deliver to the County on or before the date of issue of the Bonds, an “issue price” or similar 8 certificate setting forth the reasonably expected initial offering price to the public or the sales price or 9 prices of the Bonds together with the supporting pricing wires or equivalent communications as 10 described herein. 11

12 The County intends and expects that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) 13

(defining “competitive sale” for purposes of establishing the issue price of the Bonds) will apply to the 14 initial sale of the Bonds (the “competitive sale requirements”) because: (i) the County shall disseminate 15 this Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential 16 underwriters; (ii) all bidders shall have an equal opportunity to bid; (iii) the County may receive bids 17 from at least three underwriters of municipal bonds who have established industry reputations for 18 underwriting new issuances of municipal bonds; and (iv) the County anticipates awarding the sale of the 19 Bonds to the bidder who submits a firm offer to purchase the Bonds at the lowest true interest cost, as set 20 forth in this Notice of Sale (a “Qualified Competitive Bid”). If a bid qualifies as a Qualified Competitive 21 Bid, the successful bidder shall be required to provide to the County a certificate acceptable to Bond 22 Counsel, on or before the date of issue of the Bonds, substantially in the form attached hereto as Exhibit 23 A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the 24 successful bidder, the County and Bond Counsel. The County’s Financial Advisor acting as its 25 municipal advisor (the “Municipal Advisor”) shall also be required to provide to the County a certificate 26 acceptable to Bond Counsel on or before the date of issue of the Bonds, substantially in the form 27 attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the 28 reasonable judgment of the Municipal Advisor, the County and Bond Counsel. 29

30 In the event that a bid fails to satisfy the requirements of a Qualified Competitive Bid (an “Alternate 31

Competitive Bid”), the County shall so advise the successful bidder. The County may determine to treat 32 (i) the first price at which 10% of a maturity of the Bonds (the “10% test”) is sold to the public as the 33 issue price of that maturity and/or (ii) the initial offering price to the public as of the sale date of any 34 maturity of the Bonds as the issue price of that maturity (the “hold-the-offering-price rule”), in each case 35 applied on a maturity-by-maturity basis (and if different interest rates apply within a maturity, to each 36 separate CUSIP number within that maturity). Bids will not be subject to cancellation in the event that 37 the County determines to apply the hold-the-offering-price rule to any maturity of the Bonds. Bidders 38 should prepare their bids on the assumption that some or all of the maturities of the Bonds will be subject 39 to the 10% test and/or the hold-the-offering-price rule in order to establish the issue price of the Bonds. 40 Bidders should note that an Alternative Competitive Bid may require the successful bidder and, if 41 applicable, other underwriters of the Bonds to the hold the initial offering prices, for certain maturities of 42 the Bonds for up to five (5) business days after the sale date of the Bonds. If a bid is an Alternate 43 Competitive Bid, the successful bidder shall be required to provide to the County a certificate acceptable 44 to Bond Counsel, substantially in the form attached hereto as Exhibit C to this Notice of Sale, with such 45 modifications as may be appropriate or necessary, in the reasonable judgment of the successful bidder, 46 the County and Bond Counsel. 47

48 Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase of 49

the Bonds, as specified in the bid. All bids shall include a representation that the underwriters have 50 established industry reputations for underwriting new issuances of municipal securities. 51

52 53



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Book-Entry Only Form 1 2 The Bonds will be issued in book-entry-only form, registered in the name of Cede & Co., as 3 nominee of The Depository Trust Company, New York, New York (“DTC”) and immobilized in its 4 custody. Principal, premium (if any) and interest on the Bonds will be payable to DTC or its nominee as 5 registered owners of the Bonds. Information concerning DTC and its book-entry system is included in 6 the Preliminary Official Statement and bidders should rely solely on that material. The County takes no 7 responsibility for the accuracy of such information. 8 9 Interest Payment Dates 10 11 The Bonds will be dated the date of delivery and will bear interest from the date of delivery, 12 payable on October 1, 2019 and semiannually thereafter on each April 1 and October 1 until maturity 13 or redemption. 14 15 Preliminary Principal Amounts 16 17 Unless the maturity schedule below is revised as described under “Procedures for Award and 18 Principal Amount Changes” above, the Bonds will mature on October 1 in each of the years 2019 19 through 2038, inclusive, as follows (the “Maturity Schedule”): 20 21 October 1 Preliminary October 1 Preliminary 22

Year of Maturity Principal Amount* Year of Maturity Principal Amount* 23 2019 $2,000,000 2029 $2,000,000 24 2020 2,000,000 2030 2,000,000 25 2021 2,000,000 2031 2,000,000 26 2022 2,000,000 2032 2,000,000 27 2023 2,000,000 2033 2,000,000 28 2024 2,000,000 2034 2,000,000 29 2025 2,000,000 2035 2,000,000 30 2026 2,000,000 2036 2,000,000 31 2027 2,000,000 2037 2,000,000 32 2028 2,000,000 2038 2,000,000 33 ___________________________ 34 *Preliminary, subject to adjustment as provided herein. 35 36 Redemption 37 38

The Bonds that mature before October 1, 2029 are not subject to redemption prior to maturity. 39 The Bonds that mature on and after October 1, 2029, are subject to redemption at the option of the 40 County in whole or in part at any time beginning October 1, 2028, without premium or penalty at par 41 (100% of the principal amount to be redeemed) plus accrued interest to the date of redemption. 42 43 Delivery 44 45 Delivery of the Bonds by the Treasurer of the County is expected to occur through the facilities 46 of DTC on or about January 29, 2019 (the “Closing Date”). The successful bidder shall pay for the 47 Bonds in IMMEDIATELY AVAILABLE FEDERAL FUNDS by 11:00 a.m. (prevailing Eastern 48 Time) on the Closing Date. Any expenses of providing immediately available funds shall be borne by 49 the successful bidder. Certain closing documents will be available for delivery in Baltimore, Maryland 50 by the Closing Date. Payment on the Closing Date shall be made in an amount equal to the price bid for 51 the Bonds less the amount of the Deposit. 52



27

CUSIP Numbers 1 2 It is anticipated that CUSIP numbers will be printed on the Bonds, but the County will assume 3 no obligation for the assignment or printing of such numbers on the Bonds or for the correctness of such 4 numbers, and neither the failure to print such numbers on the Bonds nor any error with respect thereto 5 shall constitute cause for a failure or refusal by the successful bidder of the Bonds to accept delivery or 6 make payment for the Bonds. Charges for the assignment of such numbers shall be the responsibility of 7 and shall be paid for by the successful bidder. 8 9 Conflict Waiver 10 11 Miles & Stockbridge P.C. is serving as Bond Counsel to the County in connection with the 12 issuance and sale of the Bonds. By placing a bid, each bidder represents to the County that it 13 understands that Miles & Stockbridge P.C., in its capacity as Bond Counsel, represents the County and 14 the successful bidder agrees to waive any conflict of interest arising out of, and consents to, Miles & 15 Stockbridge P.C.’s representation of the County in connection with the issuance and sale of the Bonds to 16 the successful bidder. 17 18 Closing Documents 19 20 The Bonds will be accompanied by the customary closing documents, including a no-litigation 21 certificate, effective as of the Closing Date, stating that there is no litigation pending against the County 22 affecting the validity of the Bonds and a Tax Certificate and Compliance Agreement signed by the 23 Treasurer of the County. 24 25 It shall be a condition to the obligation of the successful bidder to accept delivery of and pay for 26 the Bonds that, simultaneously with or before delivery and payment for the Bonds, the successful bidder 27 shall be furnished a certificate or certificates of the County Executive, Treasurer and Director of 28 Administration of the County to the effect that to the best of their knowledge and belief, the Official 29 Statement (and any amendment or supplement thereto) (except for the Reoffering Information, as to 30 which no view will be expressed) as of the date of sale and as of the date of delivery of the Bonds does 31 not contain any untrue statement of a material fact and does not omit to state a material fact necessary to 32 make the statements therein, in light of the circumstances under which they were made, not misleading 33 and that between the date of sale and the date of delivery of the Bonds there has been no material adverse 34 change in the financial position or revenues of the County, except as reflected or contemplated in the 35 Official Statement. 36 37 Date: _________________ HARFORD COUNTY, MARYLAND 38 39 40 41 By: ______________________________ 42 Barry Glassman 43 County Executive 44



28

EXHIBIT A TO NOTICE OF SALE 1

FORM ISSUE PRICE CERTIFICATE 2 FOR QUALIFIED COMPETITIVE BID 3

4 $40,000,000.00* 5

HARFORD COUNTY, MARYLAND 6 CONSOLIDATED PUBLIC IMPROVEMENT BONDS 7

SERIES 2019 8 9

ISSUE PRICE CERTIFICATE 10 11 The undersigned, on behalf of [NAME OF UNDERWRITER] (the “Underwriter”), hereby certifies as set 12 forth below with respect to the sale of the above-captioned obligations (the “Bonds”) issued by Harford County, 13 Maryland (the “County”). 14 15 1. Reasonably Expected Initial Offering Price. 16 17 (a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the 18 Public by the Underwriter are the prices listed in Schedule A (the “Expected Offering Prices”). The Expected 19 Offering Prices are the prices for the Maturities of the Bonds used by the Underwriter in formulating its bid to 20 purchase the Bonds. Attached as Schedule B is a true and correct copy of the bid provided by the Underwriter to 21 purchase the Bonds. 22 23 (b) The Underwriter was not given the opportunity to review other bids prior to submitting 24 its bid. 25 26 (c) The bid submitted by the Underwriter constituted a firm offer to purchase the Bonds. 27 28 (d) The Underwriter has an established industry reputation for underwriting new issuances 29 of municipal bonds. 30 31 2. Defined Terms. 32 33 (a) “Maturity” means Bonds with the same credit and payment terms. Bonds with different 34 maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate 35 Maturities. 36 37 (b) “Public” means any person (including an individual, trust, estate, partnership, 38 association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term 39 “related party” for purposes of this certificate generally means any two or more persons who have greater than 50% 40 common ownership, directly or indirectly. 41 42 (c) “Sale Date” means the first day on which there is a binding contract in writing for the 43 sale of a Maturity of the Bonds. The Sale Date of the Bonds is [DATE]. 44 45 (d) “Underwriter” means (i) any person that agrees pursuant to a written contract with the 46 County (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the 47 Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a 48 person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including 49 a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds 50 to the Public). 51 52 ______________________ 53 *Preliminary, subject to adjustment 54



29

The representations set forth in this Certificate are limited to factual matters only. Nothing in this 1 Certificate represents the Underwriter’s interpretation of any laws, including specifically Sections 103 and 148 of 2 the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned 3 understands that the foregoing information will be relied upon by the County with respect to certain of the 4 representations set forth in the Tax Certificate and Compliance Agreement executed and delivered by the County in 5 connection with the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, 6 and by Miles & Stockbridge P.C., as bond counsel to the County, in connection with rendering its opinion that the 7 interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal 8 Revenue Service Form 8038-G, and other federal income tax advice that it may give to the County from time to 9 time relating to the Bonds. 10 11

[UNDERWRITER] 12 13 14 By: 15 Name: 16 Title: 17

Dated: [ISSUE DATE] 18 19 20 _________________________ 21 Schedule A – Expected Offering Prices 22 Schedule B – Copy of Underwriter’s Bid 23



30

EXHIBIT B TO NOTICE OF SALE 1

$40,000,000.00* 2 HARFORD COUNTY, MARYLAND 3

CONSOLIDATED PUBLIC IMPROVEMENT BONDS 4 SERIES 2019 5

6 CERTIFICATE OF MUNICIPAL ADVISOR 7

8 The undersigned, on behalf of Davenport & Company LLC (the “Municipal Advisor”), as the municipal advisor to 9 Harford County, Maryland (the “County”) in connection with the issuance of the above-captioned obligations (the 10 “Bonds”), has assisted the County in soliciting and receiving bids from potential underwriters in connection with 11 the sale of the Bonds in a competitive bidding process in which bids were requested for the purchase of the Bonds 12 at specified written terms, and hereby certifies as set forth below with respect to the bidding process and award of 13 the Bonds. 14 15 1. The Bonds were offered for sale at specified written terms more particularly described in the 16 Notice of Sale, which was distributed to potential bidders, a copy of which is attached to this certificate as Schedule 17 A. 18 19 2. The Notice of Sale was disseminated electronically through _________________. The method of 20 distribution of the Notice of Sale is regularly used for purposes of disseminating notices of sale of new issuances of 21 municipal bonds, and notices disseminated in such manner are widely available to potential bidders. 22 23 3. To the knowledge of the Municipal Advisor, all bidders were offered an equal opportunity to bid 24 to purchase the Bonds so that, for example, if the bidding process afforded any opportunity for bidders to review 25 other bids before providing a bid, no bidder was given an opportunity to review other bids that was not equally 26 given to all other bidders (that is, no exclusive “last-look”). 27 28 4. The County received bids from at least three bidders who represented that they have established 29 industry reputations for underwriting new issuances of municipal bonds. Copies of the bids received are attached to 30 this certificate as Schedule B. 31 32 5. The winning bidder was [NAME OF UNDERWRITER] (the “Underwriter”), whose bid was 33 determined to be the best conforming bid in accordance with the terms set forth in the Notice of Sale, as shown in 34 the bid comparison attached as Schedule C to this Certificate. The County awarded the Bonds to the Underwriter. 35 36 The representations set forth in this Certificate are limited to factual matters only. Nothing in this 37 Certificate represents the Municipal Advisor’s interpretation of any laws, including specifically Sections 103 and 38 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned 39 understands that the foregoing information will be relied upon by the County with respect to certain of the 40 representations set forth in the Tax Certificate and Compliance Agreement executed and delivered by the County in 41 connection with the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, 42 and by Miles & Stockbridge P.C., as bond counsel to the County, in connection with rendering its opinion that the 43 interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal 44 Revenue Service Form 8038-G, and other federal income tax advice that it may give to the County from time to 45 time relating to the Bonds. No other persons may rely on the representations set forth in this Certificate without the 46 prior written consent of the Municipal Advisor. 47

DAVENPORT & COMPANY LLC 48 49

Dated: [ISSUE DATE] By: 50 _________________________ Name: 51 Schedule A – Notice of Sale Title: 52 Schedule B – Bids Received 53 Schedule C – Bid Comparison 54 ______________________ 55 *Preliminary, subject to adjustment 56



31

EXHIBIT C TO NOTICE OF SALE 1

FORM ISSUE PRICE CERTIFICATE 2 FOR NON-QUALIFIED COMPETITIVE BID 3

4 $40,000,000.00* 5

HARFORD COUNTY, MARYLAND 6 CONSOLIDATED PUBLIC IMPROVEMENT BONDS 7

SERIES 2019 8 9

ISSUE PRICE CERTIFICATE 10 11

The undersigned, on behalf of [NAME OF UNDERWRITER] (the “Underwriter”), hereby certifies as set 12 forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”) issued by 13 Harford County, Maryland (the “County”). 14 15 1. Sale of the General Rule Maturities. As of the date of this Certificate, for each Maturity of the 16 General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the 17 respective price listed in Schedule A. 18 19 2. Initial Offering Price of the Hold-the-Offering-Price Maturities. 20 21 (a) The Underwriter offered the Hold-the-Offering-Price Maturities to the Public for 22 purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the 23 Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this Certificate as 24 Schedule B. 25 26 (b) As set forth in the Notice of Bond Sale and Official Bid Form, the Underwriter has 27 agreed in writing that (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell 28 any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such 29 Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group 30 agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail 31 distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution 32 agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined 33 below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the 34 respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. 35 36 (c) The Underwriter has an established industry reputation for underwriting new issuances 37 of municipal bonds. 38 39 3. Defined Terms. 40 41 (a) “General Rule Maturities” means those Maturities of the Bonds listed in Schedule A 42 hereto as the “General Rule Maturities.” 43

44 (b) “Hold-the-Offering-Price Maturities” means those Maturities of the Bonds listed in 45

Schedule A hereto as the “Hold-the-Offering-Price Maturities.” 46 47 (c) “Holding Period” means, with respect to a Hold-the-Offering-Price Maturity, the period 48

starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date 49 ([DATE]), or (ii) the date on which the Underwriter has sold at least 10% of such Hold-the-Offering-Price Maturity 50 to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. 51 52 ______________________ 53 *Preliminary, subject to adjustment 54



32

(d) “Maturity” means Bonds with the same credit and payment terms. Bonds with different 1 maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate 2 maturities. 3 (e) “Public” means any person (including an individual, trust, estate, partnership, 4 association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term 5 “related party” for purposes of this certificate generally means any two or more persons who have greater than 50% 6 common ownership, directly or indirectly. 7

8 (f) “Sale Date” means the first day on which there is a binding contract in writing for the 9

sale of a Maturity of the Bonds. The Sale Date of the Bonds is [DATE]. 10 11 (g) “Underwriter” means (i) any person that agrees pursuant to a written contract with the 12

County (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the 13 Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a 14 person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including 15 a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds 16 to the Public). 17

18 The representations set forth in this Certificate are limited to factual matters only. Nothing in this 19

Certificate represents the Underwriter’s interpretation of any laws, including specifically Sections 103 and 148 of 20 the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned 21 understands that the foregoing information will be relied upon by the County with respect to certain of the 22 representations set forth in the Tax Certificate and Compliance Agreement executed and delivered by the County in 23 connection with the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, 24 and by Miles & Stockbridge P.C., as bond counsel to the County, in connection with rendering its opinion that the 25 interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal 26 Revenue Service Form 8038-G, and other federal income tax advice that it may give to the County from time to 27 time relating to the Bonds. 28

[UNDERWRITER] 29 30 31 By: 32 Name: 33 Title: 34

Dated: [ISSUE DATE] 35 36 _________________________ 37 Schedule A – Sale Prices of the General Rule Maturities and Initial Offering Prices of the Hold-The-Offering-Price Maturities 38 Schedule B – Pricing Wire or Equivalent Communication 39



33

EXHIBIT C 1

UNITED STATES OF AMERICA 2

STATE OF MARYLAND 3

HARFORD COUNTY, MARYLAND 4

CONSOLIDATED PUBLIC IMPROVEMENT BONDS, SERIES 2019 5

Registered Owner: Cede & Co. 6 (Dated _________________, 2019) 7

No.___________ CUSIP NO._____________ 8

HARFORD COUNTY, MARYLAND, a body politic and corporate, organized and 9

existing under the Constitution and laws of the State of Maryland (the “County”), hereby 10

acknowledges itself indebted and, for value received, promises to pay to the registered owner or 11

registered assignees of this bond, the principal sum of _______________ Dollars 12

($_____________) on October 1, ______ upon presentation and surrender of this bond and to 13

pay interest thereon, from the date of this bond at the rate of ____ percent (____%) per annum 14

until payment of said principal sum, such interest to the maturity hereof being payable on 15

October 1, 2019, and semiannually thereafter on the 1st day of April and October in each year 16

by check or draft of the Paying Agent (hereinafter described) mailed to the registered owners of 17

record on the registration books of the Bond Registrar (hereinafter defined) on the 15th day of 18

the month preceding the month in which such interest payment is due and payable. 19

Both the principal of and interest on this bond will be paid in lawful money of the 20

United States of America, at the time of payment, at the principal office of Manufacturers and 21

Traders Trust Company (“Paying Agent”). 22

This bond shall be registered in the name of the owner on the registration books kept for 23

that purpose at the principal office of Manufacturers and Traders Trust Company (“Bond 24



34

Registrar”), after which no transfer hereof shall be valid unless made on the said registration 1

books by the registered owner hereof in person or by his duly authorized attorney, but this 2

Bond will not be transferred unless The Depository Trust Company (“DTC”) determines to 3

discontinue providing its services as a securities depository or directs that the Bonds (defined 4

below) be re-registered in a different name, or unless DTC is removed as the depository for the 5

Bonds. The County, Bond Registrar and Paying Agent may deem and treat the person in whose 6

name this bond is registered as the absolute owner hereof for all purposes. This bond, upon 7

surrender hereof at the principal office of the Bond Registrar with a written instrument of 8

transfer satisfactory to the Bond Registrar, duly executed by the registered owner hereof, or his 9

(her) duly authorized attorney, may, at the option of the registered owner hereof, be exchanged 10

for an equal aggregate principal amount of bonds of authorized denominations and of the same 11

form and tenor as this bond. For every such exchange or transfer of bonds, the County or the 12

Bond Registrar shall make a charge for any tax or other governmental charge required to be 13

paid with respect to such exchange or transfer. Such charge shall be paid by the registered 14

owner requesting such exchange or transfer as a condition precedent to the exercise of such 15

privilege. The Bond Registrar shall not be obligated to make any such exchange or transfer of 16

bonds during the fifteen (15) days next preceding an interest payment date on the bonds, or in 17

case of any proposed redemption of bonds, during the fifteen (15) days next preceding the date 18

of the publication of notice of such redemption. The Bond Registrar shall not be required to 19

make any transfer or exchange of any bonds called for redemption. 20

This bond is one of a duly authorized issue or series of bonds (the “Bonds”) aggregating 21

___________ Million Dollars ($__,000,000) in principal amount, which are of the 22

denomination of Five Thousand Dollars ($5,000) or integral multiples thereof. The Bonds 23



35

mature serially in installments on the 1st day of October in each of the years 2019 to 2038, 1

inclusive, as follows: 2

October 1 Preliminary October 1 Preliminary 3 Year of Maturity Principal Amount Year of Maturity Principal Amount 4

2019 $ 2029 $ 5 2020 2030 6 2021 2031 7 2022 2032 8 2023 2033 9 2024 2034 10 2025 2035 11 2026 2036 12 2027 2037 13 2028 2038 14 15

The Bonds are numbered from one (1) consecutively upwards in the order of their 16

maturities, are of like tenor except as to amount, maturity, number and interest rate, are issued 17

pursuant to and in full conformity with the provisions of the Charter of Harford County, as 18

amended, and by virtue of due proceedings had and taken by the County Council of Harford 19

County, Maryland (the “County Council”) particularly Bill No. 07-16, As Amended, enacted 20

by the County Council on July 10, 2007, effective September 17, 2007 and as revised by Bill 21

12-39 enacted by the County Council on November 20, 2012, effective January 28, 2013; Bill 22

No. 10-18, enacted by the County Council on June 15, 2010, effective August 16, 2010 and as 23

revised by Bill 11-25 enacted by the County Council on July 12, 2011, effective September 19, 24

2011 and as revised by Bill No. 14-29, enacted by the County Council on October 14, 2014, 25

effective December 15, 2014 and as revised by Bill No. 16-19, As Amended, enacted by the 26

County Council on June 21, 2016, effective August 22, 2016 and as revised by Bill No. 18-09, 27

enacted by the County Council on June 12, 2018, effective August 13, 2018; Bill No. 11-28, 28

enacted by the County Council on July 12, 2011, effective September 19, 2011 and as revised 29

by Bill No. 15-18, As Amended, enacted by the County Council on September 15, 2015, 30



36

effective November 16, 2015; Bill No. 12-37, As Amended, enacted by the County Council on 1

November 20, 2012, effective January 28, 2013; Bill No. 13-20, As Amended, enacted by the 2

County Council on June 11, 2013, effective August 12, 2013, and as revised by Bill No. 14-29, 3

enacted by the County Council on October 14, 2014, effective December 15, 2014 and as 4

revised by Bill No. 15-18, As Amended, enacted by the County Council on September 15, 5

2015, effective November 16, 2015 and as revised by Bill No. 16-19, As Amended, enacted by 6


09, enacted by the County Council on June 12, 2018, effective August 13, 2018; Bill 14-24, As 8

Amended, enacted by the County Council on June 17, 2014, effective August 25, 2014 and as 9

revised by Bill No. 15-18, As Amended, enacted by the County Council on September 15, 10

2015, effective November 16, 2015 and as revised by Bill No. 16-19, As Amended, enacted by 11


10, As Amended, enacted by the County Council on June 13, 2017, effective August 14, 2017 13

and as revised by Bill No. 18-09, enacted by the County Council on June 12, 2018, effective 14

August 13, 2018; Bill No. 15-19, enacted by the County Council on September 15, 2015, 15

effective November 16, 2015 and as revised by Bill No. 18-09, enacted by the County Council 16

on June 12, 2018, effective August 13, 2018; Bill No. 16-17, As Amended, enacted by the 17

County Council on June 21, 2016, effective August 22, 2016 and as revised by Bill No. 17-10, 18

As Amended, enacted by the County Council on June 13, 2017, effective August 14, 2017; Bill 19

No. 17-11, As Amended, enacted by the County Council on June 13, 2017, effective August 20

14, 2017; Bill No. 18-08, enacted by the County Council on June 12, 2018, effective August 21

13, 2018; Bill No. 9-27, enacted by the County Council on November 10, 2009, effective 22

January 12, 2010 and as revised by Bill No. 17-10, As Amended, enacted by the County 23



37

Council on June 13, 2017, effective August 14, 2017; Bill No. 11-27, enacted by the County 1

Council on July 12, 2011, effective September 19, 2011; Bill No. 13-21, enacted by the County 2

Council on June 11, 2013, effective August 12, 2013; Bill No. 14-25, enacted by the County 3

Council on June 17, 2014, effective August 25, 2014 and as revised by Bill No. 17-10, As 4

Amended, enacted by the County Council on June 13, 2017, effective August 14, 2017; Bill 5

No. 15-20, enacted by the County Council on September 15, 2015, effective November 16, 6

2015; Bill No. 16-18, enacted by the County Council on June 21, 2016, effective August 22, 7

2016; Bill No. 17-12, enacted by the County Council on June 13, 2017, effective August 14, 8

2017; and any applicable Resolutions adopted by the County Council and any applicable 9

Executive Orders of the County Executive. 10

The full faith and credit and unlimited taxing power of the County are pledged to the 11

punctual payment of the principal of and interest on this bond according to its terms, and the 12

County covenants and agrees punctually to pay the principal of this bond and the interest 13

thereon, at the dates and in the manner mentioned herein. 14

The Bonds that mature before October 1, 2029 are not subject to redemption prior to 15

their maturities. The Bonds that mature on or after October 1, 2029 are subject to redemption at 16

any time, at par, beginning October 1, 2028. 17

No covenant or agreement contained in this bond shall be deemed to be a covenant or 18

agreement of any officer, agent or employee of the County in his or her individual capacity and 19

neither the members of the County Council of Harford County, Maryland nor any official 20

executing this bond shall be liable personally on this bond or be subject to any personal liability 21

or accountability by reason of the issuance of this bond. 22



38

It is hereby certified and recited that each and every act, condition and thing required to 1

exist, to be done, to have happened and to be performed precedent to and in the issuance of this 2

bond, does exist, has been done, has happened and has been performed in full and strict 3

compliance with the Constitution and laws of the State of Maryland, the Charter and Code of 4

Harford County and the Bills and Resolution above referred to, and that the issue of bonds of 5

which this is one, together with all other indebtedness of the County, is within every debt and 6

other limit prescribed by the Constitution and laws of said State and the Charter and Code of 7

Harford County, and that due provision has been made for the levy and collection, if and when 8

necessary, of an annual ad valorem tax or taxes upon all the legally assessable property within 9

the corporate limits of the County, as prescribed by law, in rate and amount sufficient to 10

provide for the payment, when due, of the interest on and the principal of this bond. 11

IN WITNESS WHEREOF the County, has caused this bond to be executed in its name 12

by the manual or facsimile signature of the County Executive, which signature has been 13

imprinted thereon, and has also caused its corporate seal or a facsimile thereof to be imprinted 14

or otherwise reproduced hereon, attested by the manual or facsimile signature of the Director of 15

Administration, and the manual signature of an authorized officer of the Bond Registrar, all as 16

of the ________ day of _______________, 2019. 17

ATTEST: HARFORD COUNTY, MARYLAND 18

19

___________________________ By: __________________________ 20 Billy Boniface Barry Glassman 21 Director of Administration County Executive 22 23 24 (SEAL) 25



39

CERTIFICATE OF AUTHENTICATION 1

This bond is one of the registered bonds of Harford County, Maryland 2 Consolidated Public Improvement Bonds, Series 2019. 3 4 Manufacturers and Traders Trust Company, 5 as Bond Registrar 6 7 8 By: ________________________________ 9 Authorized Officer 10 11 12

13

14

15

16

17

(Form of Registration) 18

(No writing hereon except by an officer of Manufacturing and Traders Trust Company, 19 Baltimore, Maryland, Bond Registrar.) 20 21

Date of Registry Name of Registered Holder Registered By 22 ______________ ___________________ ___________ 23 ______________ ___________________ ___________ 24 ______________ ___________________ ___________ 25 ______________ ___________________ ___________ 26 ______________ ___________________ ___________ 27 ______________ ___________________ ___________ 28 ______________ ___________________ ___________ 29 ______________ ___________________ ___________ 30 ______________ ___________________ ___________ 31 ______________ ___________________ ___________ 32 ______________ ___________________ ___________ 33 ______________ ___________________ ___________ 34 ______________ ___________________ ___________ 35 ______________ ___________________ ___________ 36 ______________ ___________________ ___________ 37



40

PAYMENT GRID 1

Date of Principal Principal Holder 2 Payment Amount Paid Amount Outstanding Signature 3 ________ ________ _________ ___________ 4 ________ ________ _________ ___________ 5 ________ ________ _________ ___________ 6 ________ ________ _________ ___________ 7 ________ ________ _________ ___________ 8 ________ ________ _________ ___________ 9 ________ ________ _________ ___________ 10 ________ ________ _________ ___________ 11 ________ ________ _________ ___________ 12 ________ ________ _________ ___________ 13 ________ ________ _________ ___________ 14 ________ ________ _________ ___________ 15 ________ ________ _________ ___________ 16 ________ ________ _________ ___________ 17 ________ ________ _________ ___________ 18 ________ ________ _________ ___________ 19 ________ ________ _________ ___________ 20 ________ ________ _________ ___________ 21 ________ ________ _________ ___________ 22 ________ ________ _________ ___________ 23 ________ ________ _________ ___________ 24 ________ ________ _________ ___________ 25 ________ ________ _________ ___________ 26 ________ ________ _________ ___________ 27



41

ASSIGNMENT 1

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto 2 3

____________________________________________________________________________ 4 (please insert name and address of the assignee) 5

6 ____________________________________________________________________________ 7 8 (Tax Identification or Social Security No. __________________________ the within bond, 9 10 and hereby irrevocably constitutes and appoints 11 12 ____________________________________________________________________________ 13 14 attorney to transfer the within bond on the books kept for registration thereof, with full power 15 16 of substitution in the premises. 17 18 Date: _____________________________ 19 20 Signature guaranteed: ____________________________________ 21 22 23

___________________________ _________________________________________ 24 NOTICE: Signature must be NOTICE: The signature on this Assignment must 25 guaranteed by a member firm correspond with the name of the registered owner 26 of the New York Stock Exchange as it appears on the face of the within bond in every 27 or a commercial bank or trust particular, without alteration or enlargement or any 28 company change whatever 29



42

EXHIBIT D

Probable Useful Life of Projects Harford County Department of Treasury

2019 Bond Projects Project Number

Project

Amounts

Useful Life

Weighted Average

General County Projects

A034102 FACILITIES REPAIR PROGRAM 6,707,693 25 167,692,325 A064109 SITE ACQUISITION 1,792,119 50 89,605,950 A094102 COURTHOUSE BUILDING REPAIRS 2,732,552 25 68,313,800 A104102 WHEEL CREEK WATERSHED RESTORATION 99,850 10 998,500 A114102 HUMANE SOCIETY 107,027 50 5,351,350 A114105 BYNUM RUN AT ST ANDREWS WAY STREAM REST 338,698 10 3,386,980 A124104 JOPPATOWNE AREA WATERSHED RESTORATION 83,611 10 836,110 A124105 PLUMTREE RUN WATERSHED RESTORATION 605,081 10 6,050,810 A124106 SAMS BRANCH WATERSHED RESTORATION 3,207 10 32,070 A124131 HMAN (HARFORD COUNTY METRO AREA NETWORK) 428,824 25 10,720,600 A154103 RIVERSIDE AREA WATERSHED RESTORATION 50,278 10 502,780 A164102 FLEET MAINTENANCE FACILITY 695,514 20 13,910,280 A164105 COUNTY OWNED WATERSHED RESTORATION IMPR 623,698 10 6,236,980 A164106 WATERSHED RESTORATION ASESSMENT 1,025,051 10 10,250,510 A164107 WATERSHED RESTORATION IMPROVEMENTS 49,807 10 498,070 A164108 WATERSHED RESTORATION MAINTENANCE 12,908 10 129,080 B064125 NEW ELEM CAP/VALE RD/RED PUMP ELEM 883 50 44,150 B064145 HVAC MAJOR REPAIRS 93,930 25 2,348,250 B074126 ROOFING REPLACEMENT 2,436 15 36,540 B074127 YOUTH'S BENEFIT ELEMENTARY SCHOOL REPL 3,934,154 50 196,707,700 B144111 HAVRE DE GRACE HIGH SCHOOL REPLACEMENT 5,000,000 50 250,000,000 B144110 FALLSTON HIGH SCHOOL HVAC PROJECT 36,318 20 726,360 B154106 DARLINGTON ES COMPREHENSIVE HVAC 152,968 20 3,059,360 B154108 N. HARFORD MS DOMESTIC WATER IMPROVEMENT 97,863 15 1,467,945 B164109 CENTER FOR EDUCATIONAL OPP-HVAC 162,550 20 3,251,000 B164111 PROSPECT MILL ES HVAC 190,075 20 3,801,500 B174104 RIVERSIDE ES HVAC SYSTEMIC RENOVATION 3,097,619 20 61,952,380 B174105 ROOF REPLACEMENT JOPPATOWNE HIGH SCHOOL 804,167 15 12,062,505 B174106 WILLIAM PACA/OLD POST ES OPEN SPACE ENCL 1,031,332 15 15,469,980 B174107 WILLIAM S JAMES ES OPEN SPACE ENCLOSURE 479,733 15 7,195,995 B184108 BEL AIR ELEMENTARY HVAC RENOV/OPEN SPACE 409,219 20 8,184,380 B184110 SWIMMING POOL RENOVATIONS 247,887 15 3,718,305 B184120 ROOF REPLACEMENT-NORTH HARFORD ES 19,279 15 289,185 C144106 EDGEWOOD HALL RENOVATION AND EXPANSION 231,699 50 11,584,950 C184107 FALLSTON HALL RENOVATIONS 681,178 20 13,623,560 D945610 HWDC EXPANSION 68,488 20 1,369,760 E074110 NEW EMERGENCY OPERATIONS CENTER COMPLEX 341,080 50 17,054,000 H034501 TOLLGATE RD/W RING FACTORY-PLUMTREE 180,125 15 2,701,875 H074502 SNAKE LANE BRIDGE #31 68,336 45 3,075,120 H094502 ROBINSON MILL ROAD BRIDGE #154 21,400 45 963,000 H104501 ABINGDON ROAD BRIDGE #169 OVER CSX 5,679 45 255,555 H114501 CHESTNUT HILL BRIDGE #40 27,210 45 1,224,450 H114502 PHILLIPS MILL ROAD BRIDGE #70 12,007 45 540,315 H134503 GREEN ROAD BRIDGE #119 AND #122 53,007 45 2,385,315



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H144504 NEW PARK ROAD BRIDGE #125 172,643 45 7,768,935 H154502 STAFFORD ROAD BRIDGE #24 15,093 45 679,185 H174502 JOHNSON MILL ROAD BRIDGE #45 123,806 45 5,571,270 H984519 MOORES MILL ROAD 324,097 15 4,861,455 L124117 HAVRE DE GRACE EXPANSION 42,500 50 2,125,000 P064137 SHUCKS ROAD REGIONAL COMPLEX 222,141 15 3,332,115 P084117 ATHLETIC FIELD IMPROVEMENTS 293,180 10 2,931,800

Total General County Projects $34,000,000

Water and Sewer Projects

S086692 BUSH CREEK PUMP ST 4TH PUMP 872,582 50 43,629,100 S096703 BYNUM RUN PARALLEL PHASE 6 & 7 1,735,186 75 130,138,950 S126724 SOD RUN FACILITY IMPROVEMENTS 125,787 15 1,886,805 S176019 BIO SOLIDS FACILITIES ENHANCEMENT 672,933 25 16,823,325 W106709 MAGNOLIA BOOSTER STATION 26,355 50 1,317,750 W126718 CITY OF BALTIMORE DEER CREEK PUMP STAT 14,793 0 - W126719 CITY OF BALTIMORE RAW WATER SUPPLY 3,701 0 - W156492 REPLMT WATER BOOSTER STATION SCADA 65,800 10 658,000 W166375 US 40 AND RT 159 SHA WATER RELOCATION 2,482,863 50 124,143,150

Total Water and Sewer Projects $6,000,000

GRAND TOTAL $40,000,000 33.89 yrs. 1,355,476,470

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