Agenda 2003 03-20
AGENDA
NEW HANOVER COUNTY BOARD OF COMMISSIONERS
County Administration Building
320 Chestnut Street, Room 501
Wilmington, NC
TED DAVIS, JR., CHAIRMAN · ROBERT G. GREER VICE-CHAIRMAN
WILLIAM A. CASTER, COMMISSIONER · JULIA BOSEMAN, COMMISSIONER · NANCY PRITCHETT, COMMISSIONER
··
ALLEN O?NEAL, COUNTY MANAGER WANDA COPLEY, COUNTY ATTORNEY LUCIE F. HARRELL, CLERK TO THE BOARD
SPECIAL MEETING
March 20, 2003 4:00 p.m.
MEETING CALLED TO ORDER (Chairman Ted Davis, Jr.)
INVOCATION
PLEDGE OF ALLEGIANCE
APPROVALOF CONSENT AGENDA
ESTIMATED ITEMS OF BUSINESS Page
TIMES No.
Meeting Called to Order (Chairman Ted Davis, Jr.)
4:00 p.m. 1. Consideration of Resolution for Sale of Certificates of Participation 3
ADJOURN
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NEW HANOVER COUNTY BOARD OF COMMISSIONERS
REQUEST FOR BOARD ACTION
Meeting Date: 03/20/03
Item #:Estimated Time:Page Number:
Department: County Attorney Presenter: Wanda Copley
Contact: Andy Atkinson
SUBJECT:
Resolution for Sale of Certificates of Participation
BRIEF SUMMARY:
Final documents and resolution as required for the completion of the sale of Certificates of Participation.
RECOMMENDED MOTION AND REQUESTED ACTIONS:
Adopt resolution as presented.
FUNDING SOURCE:
Will above action result in: Number of Positions:
Explanation:
ATTACHMENTS:
COP's final document for March
REVIEWED BY:
LEGAL: N/A FINANCE: BUDGET: HUMAN RESOURCES: N/A
COUNTY MANAGER'S COMMENTS AND RECOMMENDATIONS:
As recommended above.
COMMISSIONERS' ACTIONS/COMMENTS:
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EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS
The Board of Commissioners of the County of New Hanover (the "County") held a special meeting
at the New Hanover County Courthouse, 24 North Third Street, Room 301, Wilmington, North Carolina on
March 20, 2003 at ___ a.m. The following Commissioners were:
Present:
Absent:
Chairman Davis advised the members of the Board of Commissioners (the "Board") for the County
that the Board needed to consider and take action on a resolution (the "Resolution") that, among other
things, approves, ratifies and confirms the authorization, execution and delivery of documents in
connection with the sale and issuance of Certificates of Participation, Series 2003, the proceeds of which
will be used to finance and/or refinance the acquisition, construction, renovation and equipping of
water/sewer, county administration, fire safety and airport facilities (collectively, the "Facilities"), all as
described in the notice of public hearing that was published on February 6, 2003 in the Wilmington
Morning Star News.
_____________________ introduced the Resolution, a copy of which was submitted to the
meeting, and moved that it be adopted with such revisions as the Chairman or Vice Chairman deem
advisable:
"RESOLUTION APPROVING AN INSTALLMENT FINANCING OF WATER
AND SEWER, COUNTY ADMINISTRATION, FIRE SAFETY AND AIRPORT
FACILITIES AND THE SALE OF NOT MORE THAN $42,000,000
CERTIFICATES OF PARTICIPATION, SERIES 2003 AND AUTHORIZING
THE EXECUTION AND DELIVERY OF DOCUMENTS IN CONNECTION
THEREWITH
WHEREAS
, there have been available at this meeting forms of the following:
(1) A form of Installment Financing Contract to be dated March 1, 2003 (the "Contract")
between New Hanover County, North Carolina (the "County") and the New Hanover County
Financing Corporation (the "Corporation");
(2) A form of Deed of Trust and Security Agreement to be dated March 1, 2003 (the "Deed of
Trust"), from the County to a trustee for the benefit of the Corporation;
(3) A form of Indenture of Trust to be dated March 1, 2003 (the "Indenture") between the
Corporation and First-Citizens Bank & Trust Company, as trustee (the "Trustee");
(4) The Preliminary Official Statement (the "Preliminary Official Statement") and the final
Official Statement (the ?Official Statement?) related to the Certificates of Participation,
Series 2003 (the "Certificates");
(5) The Contract of Purchase to be dated as of March 13, 2003 (the "Purchase Contract"),
between Scott & Stringfellow, Inc., trading as BB&T Capital Markets, and Banc of America
Securities LLC (the "Underwriters") and the Corporation; and
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(6) The Letter of Representation dated as of March 13, 2003 (the "Letter of Representation"),
from the County to the Underwriters.
WHEREAS
, the Board of Commissioners of the County duly conducted a public hearing on
February 17, 2003 regarding the Contract to finance and refinance the acquisition, construction,
renovation and equipping of the Facilities, as the case may be, and made certain findings and
determinations with respect to the installment financing thereof; and
WHEREAS
, the Board of Commissioners of the County desires to approve the sale of the
Certificates and to authorize other actions in connection therewith;
NOW, THEREFORE, BE IT RESOLVED
by the Board of Commissioners of the County as follows:
1. All actions heretofore taken by the County Manager and the Finance Director, effectuating the
installment financing and refinancing of the Facilities, as the case may be, are hereby approved, ratified
and confirmed pursuant to and in accordance with the transactions contemplated by the documents
referred to above.
2. Each of the Contract and the Deed of Trust, in the form submitted to this meeting, is hereby
approved, in substantially such form and the Chairman or Vice Chairman of the Board, the County
Manager, the Finance Director and the Clerk to the Board are each hereby authorized and directed to
execute and deliver each of those documents on behalf of the County, with such changes, insertions or
omissions as they may approve with the advice of counsel (including provisions that relate to a municipal
bond insurance policy procured by the County, their execution thereof to constitute conclusive evidence of
their approval.
3. The execution, delivery and performance of the Letter of Representation and the Purchase
Contract are hereby approved, ratified and confirmed in all respects and the Chairman or Vice Chairman
of the Board, the County Manager, the Finance Director and the Clerk to the Board are hereby authorized
to make such changes as they may approve with the advice of counsel.
4. The Indenture, in the form submitted to this meeting, is hereby approved with such changes,
insertions or omissions as the Chairman or Vice Chairman of the Board and the County Manager and
Finance Director may approve with the advice of counsel, including provisions (if applicable) that relate to
a municipal bond insurance policy procured by the County.
5. The Preliminary Official Statement and the Official Statement in the forms presented to this
meeting, are hereby approved, ratified and confirmed in all respects, and the use thereof in connection
with the public offering and sale of the Certificates is hereby approved, ratified and confirmed. The
Chairman or Vice Chairman of the Board and the County Manager and Finance Director are hereby
authorized and directed to execute and deliver on behalf of the County the Official Statement, with such
changes, insertions and omissions as they may approve with the advice of counsel, their execution
thereof to constitute conclusive evidence of their approval.
6. The terms of the Certificates, including but not limited to, the aggregate principal amount and the
dates and amounts of maturities thereof, the redemption provisions thereof and the interest rates thereon,
all as more particularly described in the Official Statement and the Purchase Contract, are hereby
approved, ratified and confirmed in all respects.
7. The Chairman or Vice Chairman of the Board, the County Manager, the Finance Director, the Clerk
to the Board, and the County Attorney are hereby authorized to take any and all such further action and to
execute and deliver such other documents as may be necessary or advisable or carry out the intent of this
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Resolution and to effect the installment financing pursuant to the Contract, including, without limitation,
procuring a municipal bond insurance policy and entering into tax compliance agreements. Without
limiting the generality of the foregoing, the County Manager and Finance Director is authorized to approve
all details of the financing, including without limitation, the amount advanced under the Contract (which
shall not exceed $42,000,000), the annual payments under the Contract, the interest rates with respect to
such payments, the term of the Contract, and the discount below or premium above the principal amount
of the Certificates at which the Certificates are sold to the Underwriter. Execution of the Contract by the
Chairman or Vice Chairman of the Board or the County Manager and Finance Director shall conclusively
evidence approval of all such details of the financing.
8. This Resolution shall become effective immediately upon its adoption."
Commissioner ________________ seconded the motion and the motion was adopted by the
following vote:
AYES:
NAYS:
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