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1989-06-15 SpM Exhibits Airport EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS The New Hanover County Board of Commissioners met in Special Session on Thursday, June 15, 1989 at 8:30 A.M. in Conference Room 318 of the New Hanover County Administration Building, 320 Chestnut Street, Wilmington, North Carolina. Members present were: Fred Retchin, Chairman Jonathan Barfield, Sr. E. L. Mathews, Jr. * * * * * * * * * * * * * * Commissioner Mathews presented the following resolution and moved that it be adopted: WHEREAS, the bond order hereinafter described has taken effect, and it is desirable to make provision for the issuance of bonds authorized by said bond order; NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the County of New Hanover, North Carolina (the "Issuer"), as follows: 1. Pursuant to and in accordance with the airport bond order adopted by the Board of Commissioners on October 5, 1987, the Issuer shall issue its bonds of the aggregate principal amount of $1,800,000 (the "Bonds"). The Bonds shall be desig- nated "Airport Bonds." The period of usefulness of the capital project to be financed by the issuance of the Bonds is a period of forty years, computed from July 1, 1989. 2. The Bonds shall be dated July 1, 1989 and shall bear interest from their date at a rate or rates which shall be hereafter determined upon the public sale thereof and such inter- est shall be payable on December 1, 1989 and semi-annually there- after on June 1 and December 1. The Bonds shall mature, subject to the right of prior redemption as hereinafter set forth, annu- ally on June 1, as follows: Principal Principal Year Amount Year Amount 1991 $ 50,000 2001 $ 90,000 1992 50,000 2002 100,000 1993 50,000 2003 110,000 1994 60,000 2004 120,000 1995 60,000 2005 130,000 1996 70,000 2006 140,000 1997 70,000 2007 150,000 1998 80,000 2008 160,000 1999 80,000 2009 140,000 2000 90,000 3. The Bonds will be issued in fully registered form by means of a book entry system with no physical distribution of bond certificates made to the public. One bond certificate for each maturity will be issued to The Depository Trust Company, New York, New York ("DTC"), and immobilized in its custody. The book entry system will evidence ownership of the Bonds in the prin- cipal amounts of $5,000 or whole multiples thereof, with trans- fers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Interest on the Bonds will be payable at the times stated in the preceding paragraph, and principal of the Bonds will be paid annually on June 1, as set forth in the foregoing maturity schedule, in clearinghouse funds to DTC or its nominee as regis- -2- tered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. Debt service will be payable to owners of Bonds shown on the records of DTC at the close of business on the day preceding a debt service payment date. The Issuer will not be responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that (a) DTC determines not to continue to act as securities depository for the Bonds, or (b) the Issuer determines that continuation of the book entry system of evidence and transfer of ownership of the Bonds would adversely affect the interests of the beneficial owners of the Bonds, the Issuer will discontinue the book entry system with DTC. If the Issuer fails to identify another qualified securities depository to replace DTC, the Issuer will authenticate and deliver replacement Bonds in the form of fully registered certificates. Each Bond shall bear interest from the interest payment date next preceding the date on which it is authenticated unless it is (a) authenticated upon an interest payment date in which event it shall bear interest from such interest payment date, or (b) authenticated prior to the first interest payment date in which event it shall bear interest from its date; provided, however, that if at the time of authentication interest is in default, such Bond shall bear interest from the date to which interest has been paid. The principal of and the interest and any redemption premium on the Bonds shall be payable in any coin or currency of the United states of America which is legal tender for the payment of public and private debts on the respective dates of payment thereof. 4. The Bonds shall bear the manual or facsimile signa- tures of the Chairman and the Clerk of the Board of Commissioners of the Issuer and the official seal or a facsimile of the offi- cial seal of the Issuer shall be impressed or imprinted, as the case may be, on the Bonds. The certificate of the Local Government Commission of North Carolina to be endorsed on all Bonds shall bear the manual or facsimile signature of the Secretary of said Commission or of a representative designated by said Secretary and the certificate of authentication of the Bond Registrar to be endorsed on all Bonds shall be executed as provided hereinafter. -3- In case any officer of the Issuer or the Local Government Commission of North Carolina whose manual or facsimile signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such manual or fac- simile signature shall nevertheless be valid and sufficient for all purposes the same' as if he had remained in office until such delivery, and any Bond may bear the manual or facsimile signa- tures of such persons as at the actual time of the execution of such ,Bond shall be the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers. No Bond shall be valid or become obligatory for any purpose or be entitled to any benefit or security under this resolution until it shall have been authenticated by the execu- tion by the Bond Registrar of the certificate of authentication endorsed thereon. 5. The Bonds and the endorsements thereon shall be in substantially the following form: -4- NO. R- $ United states of America state of North Carolina COUNTY OF NEW HANOVER AIRPORT BOND INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP June 1, July 1, 1989 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS The County of New Hanover (hereinafter referred to as "County"), a County of the State of North Carolina, acknowledges itself indebted and for value received hereby promises to pay to the registered owner named above, on the date specified above, upon surrender hereof, at the office of the Director of Finance of the County, 320 Chestnut Street, Wilmington, North Carolina 28401 (the "Bond Registrar"), the principal sum shown above and to pay to the registered owner hereof, by check mailed to the registered owner at its address as it appears on the bond regis- tration books of the County, interest on such principal sum from the date of this bond or from the June 1 or December 1 next preceding the date of authentication to which interest shall have been paid, unless such date of authentication is a June 1 or December 1 to which interest shall have been paid, in which case from such date, such interest to the maturity hereof being payable on December 1, 1989 and semi-annually thereafter on June 1 and December 1 of each year, at the rate per annum specified above, until payment of such principal sum. The interest so payable on any such interest payment date will be paid to the person in whose name this bond is registered at the close of business on the record date for such interest, which shall be the day (whether or not a business day) next preceding such interest payment date. Both the principal of and the interest on this bond shall be paid in any coin or currency of the united States of America that is legal tender for the payment of public and private debts on the respective dates of payment thereof. This bond is issued in accordance with the Registered Public Obligations Act, Chapter 159E of the General Statutes of North Carolina, and pursuant to The Local Government Finance Act -5- of the state of North Carolina, as amended, a bond order adopted by the Board of Commissioners of the County on October 5, 1987 (the "Bond Order") and a resolution adopted by said Board (the "Resolution") to pay capital costs of improving the County airport facilities. The bonds maturing on and after June 1, 2000 shall be subject to redemption prior to their stated maturities at the option of the County on or after June 1, 1999, in whole at any time or in part on any interest payment date, at a redemption price equal to the principal amount of each bond to be redeemed together with accrued interest thereon to the redemption date plus a redemption premium of one-half of one percent (1/2 of 1%) of the principal amount of each bond to be redeemed for each calendar year or part thereof between the redemption date and the maturity date of each bond to be redeemed, provided that such premium shall not exceed two percent (2%) of such principal amount. If less than all of the bonds of different maturities are called for redemption, the bonds to be redeemed shall be called in the inverse order of ,their maturities. If less than all of the bonds of any maturity are called for redemption, the bonds to be redeemed shall be selected by loti provided, however, that the portion of any bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof and that, in selecting bonds for redemption, the Bond Registrar shall treat each bond as representing that number of bonds which is obtained by dividing the principal amount of such bond by $5,000. Not more than sixty (60) days nor less than thirty (30) days before the redemption date of any bonds to be redeemed, whether such redemption be in whole or in part, the County shall cause a notice of such redemption to be mailed, postage prepaid, to The Depository Trust Company ("DTC") or its nominee. On the date fixed for redemption, notice having been given as aforesaid, the bonds or portions thereof so called for redemption shall be due and payable at the redemption price provided for the redemp- tion of such bonds or portions thereof on such date and, if moneys for payment of such redemption price and the accrued interest are held by the Bond Registrar as provided in the Resolution, interest on the bonds or the portions thereof so called for redemption shall cease to accrue. If a portion of this bond shall be called for redemption, a new bond or bonds in principal amount equal to the unredeemed portion hereof will be issued to DTC or its nominee upon the surrender hereof. The bonds will be issued in fully registered form by means of a book entry system with no physical distribution of bond certificates made to the public. One bond certificate for each maturity will be issued to DTC and immobilized in its custody. The book entry system will evidence ownership of the bonds in principal amounts of $5,000 or whole multiples thereof, -6- with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures es- tablished by DTC. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTCi transfer of principal and interest payments to beneficial owners by par- ticipants of DTC will be the responsibility of such participants and other nominees of beneficial owners. Debt service will be payable to owners of bonds shown on the records of DTC at the close of business on the day preceding a debt service payment date. The County will not be responsible or liable for main- taining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. The Bond Registrar shall keep at its office the books of the County for the registration of transfer of bonds. The transfer of this bond may be registered only upon such books and as otherwise provided in the Resolution upon the surrender hereof to the Bond Registrar together with an assignment duly executed by the registered owner hereof or his attorney or legal represen- tative in such form as shall be satisfactory to the Bond Registr- ar. Upon any such registration of transfer, the Bond Registrar shall deliver in exchange for this bond a new bond or bonds, registered in the name of the transferee, of authorized denomina- tions, in an aggregate principal amount equal to the unredeemed principal amount of this bond, of the same maturity and bearing interest at the same rate. The Bond Registrar shall not be required to exchange or register the transfer of any bond during a period beginning at the opening of business fifteen (15) days before the day of the mailing of a notice of redemption of bonds or any portion thereof and ending at the close of business on the day of such mailing or of any bond called for redemption in whole or in part pursuant to the Resolution. It is hereby certified and recited that all conditions, acts and things required by the Constitution or statutes of the state of North Carolina to exist, be performed or happen prece- dent to or in the issuance of this bond, exist, have been per- formed and have happened, and that the amount of this bond, together with all other indebtedness of the County, is within every debt and other limit prescribed by said Constitution or statutes. The faith and credit of the County are hereby pledged to the punctual payment of the principal of and interest on this bond in accordance with its terms. This bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Bond Order or the Resolution until this bond shall have been endorsed by the authorized representative of the Local Government Commission of North Carolina and authenticated by the execution -7- by the Bond Registrar of the certificate of authentication endorsed hereon. IN WITNESS WHEREOF, the County has caused this bond [to be manually signed by] [to bear the facsimile signatures of] the Chairman and the Clerk of the Board of Commissioners of the County and [a facsimile of] its official seal to be [imprinted] [impressed] hereon, and this bond to be dated July 1, 1989. ~jl t&L- Chalrman, Board of Commissioners f'I). ~~ ~~ Board of Commissioners -8- CERTIFICATE OF LOCAL GOVERNMENT COMMISSION The issuance of the within bond has been approved under the provisions of The Local Government Bond Act of North Carolina. John D. Foust Secretary, Local Government Commission CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds of the issue designated herein and issued under the provisions of the within-mentioned bond order and resolution. NEW HANOVER COUNTY DIRECTOR OF FINANCE as Bond Registrar BY: Authorized Signatory Date of Authentication: ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto the within Bond and irrevocably appoints attorney-in-fact, to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without any alteration whatsoever. Signature Guaranteed: -10- 6. The Bonds maturing on and after June 1, 2000 shall be subject to redemption prior to their stated maturities at the option of the Issuer on or after June 1, 1999, in whole at any time or in part on any interest payment date, at a redemption price equal to the principal amount of each Bond to be redeemed together with accrued interest thereon to the redemption date plus a redemption premium of one-half of one percent (1/2 of 1%) of the principal amount of each Bond to be redeemed for each calendar year or part thereof between the redemption date and the maturity date of each Bond to be redeemed, provided that such premium shall not exceed two percent (2%) of such principal amount. If less than all of the Bonds of any maturity are called for redemption, the Bonds to be redeemed shall be selected by loti provided, how- ever, that the portion of any Bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof and that, in selecting Bonds for redemption, the Bond Registrar shall treat each Bond as representing that number of Bonds which is obtained by dividing the principal amount of such Bonds by $5,000. For so long as a book-entry system is used for determining beneficial ownership of the Bonds, if less than all of the Bonds within a maturity are to be redeemed, DTC and its participants shall de- termine by lot which of the Bonds within a maturity are to be redeemed. If less than all of the Bonds of different maturities are called for redemption, the Bonds to be redeemed shall be called in the inverse order of their maturities. Not more than sixty (60) days nor less than thirty (30) days before the redemption date of any Bonds to be redeemed, whether such redemption be in whole or in part, the Issuer shall cause a notice of such redemption to be mailed, postage prepaid, to DTC or its nominee. Each such notice shall identify the Bonds or portions thereof to be redeemed by reference to their numbers and shall set forth the date designated for redemption, the re- demption price to be paid and the maturities of the Bonds to be redeemed. If any Bond is to be redeemed in part only, the notice of redemption shall state also that on or after the redemption date, upon surrender of such Bond, a new Bond or Bonds in princi- pal amount equal to the unredeemed portion of such Bond will be issued. On or before the date fixed for redemption, moneys shall be deposited with the Bond Registrar to pay the principal of and the redemption premium, if any, on the Bonds or portions thereof called for redemption as well as the interest accruing thereon to the redemption date thereof. On the date fixed for redemption, notice having been given in the manner and under the conditions hereinabove provided, the Bonds or portions thereof called for redemption shall be due and payable at the redemption price provided therefor, plus accrued interest to such date. If moneys sufficient to pay the -11- redemption price of the Bonds or portions thereof to be redeemed, plus accrued interest thereon to the date fixed for redemption, are held by the Bond Registrar in trust for the registered owners 'of Bonds or portions thereof called for redemption, such Bonds or portions thereof shall cease to be entitled to any benefits or security under this resolution or to be deemed outstanding, and the registered owners of such Bonds or portions thereof shall have no rights in respect thereof except to receive payment of the redemption price thereof, plus accrued interest to the date of redemption. If a portion of a Bond shall be selected for redemption, the registered owner thereof or his attorney or legal representa- tive shall present and surrender such Bond to the Bond Registrar for payment of the principal amount thereof so called for redemp- tion and the redemption premium, if any, on such principal amount, and the Bond Registrar shall authenticate and deliver to or upon the order of such registered owner or his legal representative, without charge therefor, for the unredeemed portion of the prin- cipal amount of the Bond so surrendered, a Bond or Bonds of the same maturity, of any denomination or denominations authorized by this resolution and bearing interest at the same rate. 7. Bonds, upon surrender thereof at the office of the Bond Registrar together with an assignment duly executed by the registered owner or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, may, at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of Bonds of the same maturity, of any denomination or denominations authorized by this resolution and bearing interest at the same rate. The transfer of any Bond may be registered only upon the registration books of the Issuer upon the surrender thereof to the Bond Registrar together with an assignment duly executed by the registered owner or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such registration of transfer, the Bond Registrar shall authenti- cate and deliver in exchange for such Bond a new Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this resolution, in an aggregate prin- cipal amount equal to the unredeemed principal amount of such Bond so surrendered, of the same maturity and bearing interest at the same rate. In all cases in which Bonds shall be exchanged or the transfer of Bonds shall be registered hereunder, the Bond Regis- trar shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this resolution. All Bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the Bond Registrar. The -12- Issuer or the Bond Registrar may make a charge for shipping and out-of-pocket costs for every such exchange or registration of transfer of Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such ex- change or registration of transfer, but no other charge shall be made for exchanging or registering the transfer of Bonds under this resolution. The Bond Registrar shall not be required to ex- change or register the transfer of any Bond during a period begin- ning at the opening of business fifteen (15) days before the day of the mailing of a notice of redemption of Bonds or any portion thereof and ending at the close of business on the day of such mailing or of any Bond called for redemption in whole or in part pursuant to this Section 7. As to any Bond, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal or redemption price of any such Bond and the interest on any such Bond shall be made only to or upon the order of the reg- istered owner thereof or his legal representative. All such pay- ments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the redemption premium, if any, and interest thereon, to the extent of the sum or sums so paid. The Issuer shall appoint such registrars, transfer agents, depositaries or other agents and make such other arrange- ments as may be necessary for the registration, registration of transfer and exchange of Bonds within a reasonable time according to then commercial standards and for the timely payment of prin- cipal, interest and any redemption premium with respect to the Bonds. The County Director of Finance is hereby appointed the registrar, transfer agent and paying agent for the Bonds (collec- tively, the "Bond Registrar"), subject to the right of the govern- ing body of the Issuer to appoint another Bond Registrar, and as such shall keep at his office at 320 Chestnut street, Wilmington, North Carolina 28401, the books of the Issuer for the registra- tion, registration of transfer, exchange and payment of the Bonds as provided in this resolution. 8. The Local Government Commission of North Carolina is hereby requested to sell the Bonds and to state in the Notice of Sale of the Bonds that bidders may name one rate of interest for part of the Bonds and another rate or rates for the balance of the Bonds. The Bonds shall bear interest at such rate or rates as may be named in the proposal to purchase said Bonds which shall be ac- cepted by said Local Government Commission. 9. The Chairman and the Clerk of the Board of Commis- sioners and the Director of Finance of the Issuer are hereby authorized and directed to cause the Bonds to be prepared and, -13- when they shall have been duly sold by said Local Government Com- mission, to execute the Bonds and have the Bonds endorsed and au- thenticated as provided herein and to deliver the Bonds to the purchaser or purchasers to whom they may be sold by said Local Government Commission. 10. The Official statement dated June 9, 1989 setting forth financial and statistical data in connection with the offering of the Bonds, which was circulated with the Notice of Sale thereof, is hereby approved. In connection with this ap- proval, the Board of Commissioners of the Issuer has examined copies of the Official statement and has, to the extent and in the manner it has deemed necessary, discussed the contents thereof with officers of the administration of the Issuer. The Board of Commissioners of the Issuer does hereby recite that, upon its examination and discussions, nothing has come to its attention which would lead it to believe that said Official Statement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not mis- leading. 11. The Issuer covenants to comply with the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), as enacted into law to the extent required to preserve the exclusion from gross income of interest on the Bonds for Federal income tax purposes. 12. The Issuer specifically covenants that at least 95% of the net proceeds of the Bonds will be used for airports within the meaning of Section 142(a) of the Code. 13. The Chairman and the Clerk of the Board of Commis- sioners, the County Manager and the Director of Finance and the other officers of the Issuer are hereby authorized and directed to execute and deliver for and on behalf of the Issuer any and all financing statements, certificates, documents or other papers and to perform any and all acts they may deem necessary or appropriate in order to carry out the intent of this resolution and the matters herein authorized. -14- The motion having been resolution having been considered, following vote: duly it Fred Retchin, Chairman Jonathan Barfield, Sr. E. L. Mathews, Jr. AYES: NAYS: None * * * * * * * - 15 - * seconded, was adopted * * * and by * the the * * " ~I .... COUNTY OF NEW HANOVER, NORTH CAROLINA $1,800,000 AIRPORT BONDS NON-ARBITRAGE QUESTIONNAIRE Will you please supply us with the following information which will be necessary to prepare the Certificate of Non-Arbitrage, one of the closing documents for the above obligation(s). 1. (a) What is the total cost of f-eaeft--G-:f.)- the airport project(s) authorized by bond order(s), ordinances and other proceedings adopted on October 5, 1987? $5,015,658 (b) If the total cast is greater than the total proceeds of the obligation(s) plus expected investment earnings on such proceeds, please give the other sources and amounts of project funding (grants, general revenues of the locality, etc.) State Grants Federal Grants General Revenues $ 563,276 Sl,134,623 $1,517,759 (c) Do you expect that additional obligations will be sold in the foreseeable future to fund the project(s)? No (d) Do you expect that any other tax-exempt obligations will be issued within 30 days of the above-referenced obligations, all or a portion of the proceeds of which will be used by the County or a related (borrower) person or entity thereto? No 2. ,Please indicate the estimated amounts of the following costs of issuance if such amounts will be paid from proceeds of the obligation(s): Legal Fees $ $ $ $ 2,000 5,000 Printing Costs Publication Fees 1,000 other (identify) o 3. (a) List the following information concerning binding contracts for the project(s): Date Date Work Est. of Began/or Completion Party Purpose Amount Contract Will Beqin Date Reagan Electric Electrical $ 36,915 04-06-87 04-06-87 Sept. 1988 J.J. Barnes Plumbing 164,476 04-06-87 04-06-87 Sept. 1988 J.J. Barnes HVAC 39,102 04-06-87 04-06-87 Sept. 1988 Miller Building General 3,981,540 04-06-87 04-06-87 Sept. 1988 HNTB Engineers 393,505 04-06-87 04-06-87 Sept. 1988 HNTB Design 400,120 10-21-85 10-21-85 Hay 1986 (b) Has construction commenced? If not, why not? If yes, is it expected that construction will proceed with due diligence to completion? Yes ~, " -2- 4. (a) Please list the following information concerning contracts, execution of which is anticipated within the" next 6 months: Party None Purpose Amount $ Est. Date of Contract Est. Date Work Will Beqin Est. Completion Date (b) If the total amount of the contracts listed in item 3 is not at least equal to the lesser of $100,000 or 2-l/2% of the estimated total cost of the project(s) to be financed with the proceeds of the obligation(s), list reasons explaining the delay. N/A (c) Once any future construction contract has been entered into, is it expected that construction will commence immediately and proceed with due diligence to completion? N/A (d) What is the estimated final completion date? September 1988 -3- 5. (a) When do you expect that at least 85% of the proceeds of the obligation(s) will have been spent for project costs? lfarch 1988 (b) When do you expect that at least 95% of the proceeds of the obligation(s) will have been spent for project costs? May 1988 (c) When do you expect that at least 100% of the proceeds of the obligation(s) will have been spent for project costs? September 1988 6. How will. any earnings from investment of the proceeds of the obligations be used? Debt Service -4- 7. Will any accrued interest received upon the sale of the obligation(s) be used to pay interest due on the obligation? Yes 8. (a) Has any sinking fund or similar fund been established, or will such fund be established, to pay principal and interest on the obligation(s)? No (b) Has or will a fund be established to achieve a proper matching of revenues and debt service? If so, will it be fully depleted at least once per year? No 9. If applicable, what is the estimated cost of bond insurance? N/A -5- (Items 10 -15 for refunding issues) 10. (a) What portion of the proceeds of the obligation(s) will. be used to refund maturing notes? Refunding of BAN - all (b) Please give the following information concerning those maturing note(s). Maturing Notes Description - Issuance Date Maturity Date Amount Being Refunded $ 1,800,000 Bond Anticipation Note(s) December 21, 1988 July 12, 1989 $1,800,000 $ Bond Anticipation Note(s) 11. What portion of the proceeds of the maturing notes has been spent? If not the total amount, when do you expect that such total will be spent? $1,800,000 (all) 12 . How were any earnings from the investment of the maturing notes applied: Debt Service -6- STATE OF NORTH CAROLINA ss. : COUNTY OF NEW HANOVER I, LUCIE F. HARRELL, Clerk of the Board of commissioners of the County hereinafter described, DO HEREBY CERTIFY, as follows: 1. A special meeting of the Board of Commissioners 'of the County of New Hanover, a county located in the state of North Carolina, was duly held on June I~, 1989, proper notice of said meeting having been given as required by North Carolina statutes, and minutes of said meeting have been duly recorded in the Minute Book kept by me in accordance with law for the purpose of recording the minutes of said Board. 2. I have compared the attached extract with said minutes so recorded and said extract is a true copy of said minutes and of the whole thereof insofar as said minutes relate to matters referred to in said extract. 3. Said minutes correctly state the time when said meeting was convened and the place where such meeting was held and the members of said Board who attended said meeting. IN WITNESS WHEREOF, I have hereunto set my hand and have hereunto affixed the corporate seal of said County, this /~/day of June, 1989. Board of Commissioners Coun of New Hanover, North Carolina COUNTY OF NEW HANOVER, NORTH CAROLINA $23,000,000 SOLID WASTE DISPOSAL BONDS, SERIES 1989 NON-ARBITRAGE QUESTIONNAIRE Will you please supply us with the following information which will be necessary to prepare the certificate of Non-Arbitrage, one of the closing documents for the above obligation(s). 1. (a) What is the total cost of (-eaelT-e-f)- the solid waste dis?O$al project(s) authorized by bond order(s), ordinances and other proceedings adopted on August I, 1988? $27,500,000 (b) If the total cost is greater than the total proceeds of the obligation(s) plus expected investment earnings on such proceeds, please give the other sources and amounts of project funding (grants, general revenues of the locality, etc.) Bond order for total of $27,500,000. Initial project cost does not require all being sold at one time. (c) Do you expect that additional obligations will be sold in the foreseeable future to fund the project(s)? Yes. $4,500,000 (d) Do you expect that any other tax-exempt obligations will be issued within 30 days of the above-referenced obligations, all or a portion of the proceeds of which will be used by . or a related (borrower) person or entity thereto? None 2. . Please indicate the estimated amounts of the following costs of issuance if such amounts will be paid from proceeds of the obligation(s): Legal Fees $ $ $ 50,000 3,000 Printing Costs Publication Fees 2,000 other (identify) $ 3. (a) List the following information concerning binding contracts for the project(s): Party Purpose Amount Stanton ~r. Peters & Assoc., Engineeri~ 2,300,000 Inc. Date of Contract OS/22/87 Date Work Began/or Will Begin OS/22/87 Est. Completion Date 05/91 (b) Has construction commenced? If not, why not? If yes, is it expected that construction will proceed with due diligence to completion? No. Contracts of over $10,000,000 are expected to be awarded June 26, 1989 for initial equipment and construction. Permits from state expected to be approved by July 31, 1989. ~; -2- 4. (a) Please list the following information concerning contracts, execution of which is anticipated within the next 6 months: Est. Est. Est. Date of Date Work Completion Party Purpose Amount Contract Will Beqin Date Riley Boiler Panels $ 546,300 June 26, 1989 June 26, 1989 May 1991 Volund Boiler/Stoker 5,940,000 June 26, 1989 June 26, 1989 May 1991 United McGill Air Pollution Control & Hods 2,648,200 June 26, 1989 June 26, 1989 May 1991 All Span Build ing 137,000 June 26, 1989 June 26, 1989 December 1989 BASCO Condensers 152,732 June 26, 1989 June 26, 1989 August 199(} Warren Ind. Stack 511,000 June 26, 1989 June 26, 1989 December 1990 BAC- Cooling Tower 125,033 June 26, 1989 June 26, 1989 December 1990 Pritchard (b) If the total amount of the contracts listed in item 3 is not at least equal to the lesser of $100,000 or 2-1/2% of the estimated total cost of the project(s) to be financed with the proceeds of the obligation(s), list reasons explaining the delay. N/A (c) Once any future construction contract has been entered into, is it expected that construction will commence immediately and proceed with due diligence to completion? Yes (d) What is the estimated final completion date? 5/91 -3- 5. (a) When do you expect that at least 85% of the proceeds of the obligation(s) will have been spent for project costs? 3/91 (b) When do you expect that at least 95% of the proceeds of the obligation(s) will have been spent for project costs? 5/91 (e) When do you expect that at least 100% of the proceeds of the obligation(s) will have been spent for project costs? 6/91 6. How will. any earnings from investment of the proceeds of the obligations be used? To pay debt service. -4- 7'. Will any accrued interest received upon the sale of the obligation(s) be used to pay interest due on the obligation? Yes. 8 . Has any sinking fund or similar fund been established, or will such fund be established, to pay principal and interest on the ob1igation(s)? No. Has or will a fund be established to achieve a proper matching of revenues and debt service? If so, will it be fully depleted at least once per year? No. 9 . If applicable, what is the estimated cost of bond insurance? N/A 10. Has the issuer been notified of any Internal Revenue Service listing indicating that it is disqualified from issuing tax-exempt obligations? No. Prepared by Title Finance Director -5- Solid Waste Disposal EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS The New Hanover County Board of Commissioners met in"" Special Session on Thursday, June 15, 1989 at 8:30 A.M. in Conference Room 318 of the New Hanover County Administration Building, 320 Chestnut Street, Wilmington, North Carolina. Members present were: Fred Retchin, Chairman Jonathan Barfield, Sr. E. L. Mathews, Jr. * * * * * * * * * * * * * * Commissioner Barfield presented resolution and moved that it be adopted: the following WHEREAS, the bond order hereinafter described has taken effect, and it is desirable to make provision for the issuance of bonds authorized by said bond order; NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the County of New Hanover, North Carolina (the "Issuer"), as follows: 1. Pursuant to and in accordance with the solid waste disposal bond order adopted by the Board of Commissioners on August 1, 1988, the Issuer shall issue its bonds of the aggregate principal amount of $23,000,000 (the "Bonds"). The Bonds shall be designated "Solid Waste Disposal Bonds, Series 1989." The pe- riod of usefulness of the capital project to be financed by the issuance of the Bonds is a period of forty years, computed from July 1, 1989. 2. The Bonds shall be dated July 1, 1989 and shall bear interest from their date at a rate or rates which shall be hereafter determined upon the public sale thereof and such inter- est shall be payable on December 1, 1989 and semi-annually there- after on June 1 and December 1. The Bonds shall mature, subject to the right of prior redemption as hereinafter set forth, annu- ally on June 1, as follows: Principal Principal Year Amount Year Amount 1992 $ 710,000 2001 $1,350,000 1993 760,000 2002 1,450,000 1994 820,000 2003 1,560,000 1995 880,000 2004 1,680,000 1996 940,000 2005 1,810,000 1997 1,010,000 2006 1,940,000 1998 1,090,000 2007 2,090,000 1999 1,170,000 2008 2,240,000 2000 1,260,000 2009 240,000 3. The Bonds will be issued in fully registered form by means of a book entry system with no physical distribution of bond certificates made to the public. One bond certificate for each maturity will be issued to The Depository Trust Company, New York, New York ("DTC"), and immobilized in its custody. The book entry system will evidence ownership of the Bonds in the prin- cipal amounts of $5,000 or whole multiples thereof, with trans- fers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Interest on the Bonds will be payable at the times stated in the preceding paragraph, and principal of the Bonds will be paid annually on June 1, as set forth in the foregoing maturity -2- schedule, in clearinghouse funds to DTC or its nominee as regis- tered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. Debt service will be payable to owners of Bonds shown on the records of DTC at the close of business on the day preceding a debt service payment date. The Issuer will not be responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that (a) DTC determines not to continue to act as securities depository for the Bonds, or (b) the Issuer determines that continuation of the book entry system of evidence and transfer of ownership of the Bonds would adversely affect the interests of the beneficial owners of the Bonds, the Issuer will discontinue the book entry system with DTC. If the Issuer fails to identify another qualified securities depository to replace DTC, the Issuer will authenticate and deliver replacement Bonds in the form of fully registered certificates. Each Bond shall bear interest from the interest payment date next preceding the date on which it is authenticated unless it is (a) authenticated upon an interest payment date in which event it shall bear interest from such interest payment date, or (b) authenticated prior to the first interest payment date in which event it shall bear interest from its date; provided, however, that if at the time of authentication interest is in default, such Bond shall bear interest from the date to which interest has been paid. The principal of and the interest and any redemption premium on the Bonds shall be payable in any coin or currency of the United states of America whieh is legal tender for the payment of public and private debts on the respective dates of payment thereof. 4. The Bonds shall bear the manual or facsimile signa- tures of the Chairman and the Clerk of the Board of Commissioners of the Issuer and the official seal or a facsimile of the offi- cial seal of the Issuer shall be impressed or imprinted, as the case may be, on the Bonds. The certificate of the Local Government Commission of North Carolina to be endorsed on all Bonds shall bear the manual or facsimile signature of the Secretary of said Commission or of a representative designated by said Secretary and the certificate of authentication of the Bond Registrar to be endorsed on all Bonds shall be executed as provided hereinafter. -3- In case any officer of the Issuer or the Local Government Commission of North Carolina whose manual or facsimile signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such manual or fac- simile signature shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery, and any Bond may bear the manual or facsimile signa- tures of such persons as at the actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers. No Bond shall be valid or become obligatory for any purpose or be entitled to any benefit or security under this resolution until it shall have been authenticated by the execu- tion by the Bond Registrar of the certificate of authentication endorsed thereon. 5. The Bonds and the endorsements thereon shall be in substantially the following form: -4- NO. R- $ United states of America state of North Carolina COUNTY OF NEW HANOVER SOLID WASTE DISPOSAL BOND, SERIES 1989 INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP June 1, July 1, 1989 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS The County of New Hanover (hereinafter referred to as "County"), a County of the State of North Carolina, acknowledges itself indebted and for value received hereby promises to pay to the registered owner named above, on the date specified above, upon surrender hereof, at the office of the Director of Finance of the County, 320 Chestnut Street, Wilmington, North Carolina 28401 (the "Bond Registrar"), the principal sum shown above and to pay to the registered owner hereof, by check mailed to the registered owner at its address as it appears on the bond regis- tration books of the County, interest on such principal sum from the date of this bond or from the June 1 or December 1 next preceding the date of authentication to which interest shall have been paid, unless such date of authentication is a June 1 or December 1 to which interest shall have been paid, in which case from such date, such interest to the maturity hereof being payable on December 1, 1989 and semi-annually thereafter on June 1 and December 1 of each year, at the rate per annum specified above, until paYment of such principal sum. The interest so payable on any such interest paYment date will be paid to the person in whose name this bond is registered at the close of business on the record date for such interest, which shall be the day (whether or not a business day) next preceding such interest paYment date. Both the principal of and the interest on this bond shall be paid in any coin or currency of the United States of America that is legal tender for the payment of public and private debts on the respective dates of payment thereof. This bond is issued in accordance with the Registered Public Obligations Act, Chapter 159E of the General Statutes of North Carolina, and pursuant to The Local Government Finance Act -5- of the state of North Carolina, as amended, a bond order adopted by the Board of Commissioners of the County on August 1, 1988 (the "Bond Order") and a resolution adopted by said Board (the "Resolution") to pay capital costs of improving the County's solid waste disposal facilities. The issuance of this bond and the contracting of the indebtedness evidenced thereby have been approved by a majority of the qualified voters of the County voting at an election held in the County on November 8, 1988. The bonds maturing on and after June 1, 2000 shall be subject to redemption prior to their stated maturities at the option of the County on or after June 1, 1999, in whole at any time or in part on any interest payment date, at a redemption price equal to the principal amount of each bond to be redeemed together with accrued interest thereon to the redemption date plus a redemption premium of one-half of one percent (1/2 of 1%) of the principal amount of each bond to be redeemed for each calendar year or part thereof between the redemption date and the maturity date of each bond to be redeemed, provided that such premium shall not exceed two percent (2%) of such principal amount. If less than all of the bonds of different maturit~es are called for redemption, the bonds to be redeemed shall be called in the inverse order of their maturities. If less than all of the bonds of any maturity are called for redemption, the bonds to be redeemed shall be selected by lot; provided, however, that the portion of any bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof and that, in selecting bonds for redemption, the Bond Registrar shall treat each bond as representing that number of bonds which is obtained by dividing the principal amount of such bond by $5,000. Not more than sixty (60) days nor less than thirty (30) days before the redemption date of any bonds to be redeemed, whether such redemption be in whole or in part, the County shall cause a notice of such redemption to be mailed, postage prepaid, to The Depository Trust Company ("DTC") or its nominee. On the date fixed for redemption, notice having been given as aforesaid, the bonds or portions thereof so called for redemption shall be due and payable at the redemption price provided for the redemp- tion of such bonds or portions thereof on such date and, if moneys for paYment of such redemption price and the accrued interest are held by the Bond Registrar as provided in the Resolution, interest on the bonds or the portions thereof so called for redemption shall cease to accrue. If a portion of this bond shall be called for redemption, a new bond or bonds in principal amount equal to the unredeemed portion hereof will be issued to DTC or its nominee upon the surrender hereof. The bonds will be issued in fully registered form by means of a book entry system with no physical distribution of bond certificates made to the public. One bond certificate for -6- each maturity will be issued to DTC and immobilized in its custody. The book entry system will evidence ownership of the bonds in principal amounts of $5,000 or whole multiples thereof, with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures es- tablished by DTC. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by par- ticipants of DTC will be the responsibility of such participants and other nominees of beneficial owners. Debt service will be payable to owners of bonds shown on the records of DTC at the close or business on the day preceding a debt service payment date. The County will not be responsible or liable for main- taining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. The Bond Registrar shall keep at its office the books of the County for the registration of transfer of bonds. The transfer of this bond may be registered only upon such books and as otherwise provided in the Resolution upon the surrender hereof to the Bond Registrar together with an assignment duly executed by the registered owner hereof or his attorney or legal represen- tative in such form as shall be satisfactory to the Bond Registr- ar. Upon any such registration of transfer, the Bond Registrar shall deliver in exchange for this bond a new bond or bonds, registered in the name of the transferee, of authorized denomina- tions, in an aggregate principal amount equal to the unredeemed principal amount of this bond, of the same maturity and bearing interest at the same rate. The Bond Registrar shall not be required to exchange or register the transfer of any bond during a period beginning at the opening of business fifteen (15) days before the day of the mailing of a notice of redemption of bonds or any portion thereof and ending at the close of business on the day of such mailing or of any bond called for redemption in whole or in part pursuant to the Resolution. It is hereby certified and recited that all conditions, acts and things required by the Constitution or statutes of the state of North Carolina to exist, be performed or happen prece- dent to or in the issuance of this bond, exist, have been per- formed and have happened, and that the amount of this bond, together with all other indebtedness of the County, is within every debt and other limit prescribed by said Constitution or statutes. The faith and credit of the County are hereby pledged to the punctual payment of the principal of and interest on this bond in accordance with its terms. This bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the -7- Bond Order or the Resolution until this bond shall have been endorsed by the authorized representative of the Local Government Commission of North Carolina and authenticated by the execution by the Bond Registrar of the certificate of authentication endorsed hereon. IN WITNESS WHEREOF, the County has caused this bond [to be manually signed by] [to bear the facsimile signatures of] the Chairman and the Clerk of the Board of Commissioners of the County and [a facsimile of] its official seal to be [imprinted] [impressed] hereon, and this bond to be dated July 1, 1989. cfJf! fdt,- Board of Commissioners ~~~ xI~ C k, Boar of Commissioners -8- CERTIFICATE OF LOCAL GOVERNMENT COMMISSION The issuance of the within bond has been approved under the provisions of The Local Government Bond Act of North Carolina. John D. Foust Secretary, Local Government Commission CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds of the issue designated herein and issued under the provisions of the within-mentioned bond order and resolution. NEW HANOVER COUNTY DIRECTOR OF FINANCE as Bond Registrar BY: Authorized Signatory Date of Authentication: ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto the within Bond and irrevocably appoints attorney-in-fact, to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without any alteration whatsoever. Signature Guaranteed: -10- 6. The Bonds maturing on and after June 1, 2000 shall be subject to redemption prior to their stated maturities at the option of the Issuer on or after June 1, 1999, in whole at any time or in part on any interest payment date, at a redemption price equal to the principal amount of each Bond to be redeemed together with accrued interest thereon to the redemption date p1u~ a redemption premium of one-half of one percent (1/2 of 1%) of the principal amount of each Bond to be redeemed for each calendar year or part thereof between the redemption date and the maturity date of each Bond to be redeemed, provided that such premium shall not exceed two percent (2%) of such principal amount. If less than all of the Bonds of any maturity are called for redemption, the Bonds to be redeemed shall be selected by lot; provided, how- ever, that the portion of any Bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof and that, in selecting Bonds for redemption, the Bond Registrar shall treat each Bond as representing that number of Bonds which is obtained by dividing the principal amount of such Bonds by $5,000. For so long as a book-entry system is used for determining beneficial ownership of the Bonds, if less than all of the Bonds within a maturity are to be redeemed, DTC and its participants shall de- termine by lot which of the Bonds within a maturity are to be redeemed. If less than all of the Bonds of different maturities are called for redemption, the Bonds to be redeemed shall be called in the inverse order of their maturities. Not more than sixty (60) days nor less than thirty (30) days before the redemption date of any Bonds to be redeemed, whether such redemption be in whole or in part, the Issuer shall cause a notice of such redemption to be mailed, postage prepaid, to DTC or its nominee. Each such notice shall identify the Bonds or portions thereof to be redeemed by reference to their numbers and shall set forth the date designated for redemption, the re- demption price to be paid and the maturities of the Bonds to be redeemed. If any Bond is to be redeemed in part only, the notice of redemption shall state also that on or after the redemption date, upon surrender of such Bond, a new Bond or Bonds in princi- pal amount equal to the unredeemed portion of such Bond will be issued. On or before the date fixed for redemption, moneys shall be deposited with the Bond Registrar to pay the principal of and the redemption premium, if any, on the Bonds or portions thereof called for redemption as well as the interest accruing thereon to the redemption date thereof. On the date fixed for redemption, notice having been given in the manner and under the conditions hereinabove provided, the Bonds or portions thereof called for redemption shall be due and payable at the redemption price provided therefor, plus accrued interest to such date. If moneys sufficient to pay the -11- redemption price of the Bonds or port~ons thereof to be redeemed, plus accrued interest thereon to the date fixed for redemption, are held by the Bond Registrar in trust for the registered owners of Bonds or portions thereof called for redemption, such Bonds or portions thereof shall cease to be entitled to any benefits or security under this resolution or to be deemed outstanding, and the registered owners of such Bonds or portions thereof shall have no rights in respect thereof except to receive payment of the redemption price thereof, plus accrued interest to the date of redemption. If a portion of a Bond shall be selected for redemption, the registered owner thereof or his attorney or legal representa- tive shall present and surrender such Bond to the Bond Registrar for payment of the principal amount thereof so called for redemp- tion and the redemption premium, if any, on such principal amount, and the Bond Registrar shall authenticate and deliver to or upon the order of such registered owner or his legal representative, without charge therefor, for the unredeemed portion of the prin- cipal amount of the Bond so surrendered, a Bond or Bonds of the same maturity, of any denomination or denominations authorized by this resolution and bearing interest at the same rate. 7. Bonds, upon surrender thereof at the office of the Bond Registrar together with an assignment duly executed by the registered owner or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, may, at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of Bonds of the same maturity, of any denomination or denominations authorized by this resolution and bearing interest at the same rate. The transfer of any Bond may be registered only upon the registration books of the Issuer upon the surrender thereof to the Bond Registrar together with an assignment duly executed by the registered owner or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such registration of transfer, the Bond Registrar shall authenti- cate and deliver in exchange for such Bond a new Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this resolution, in an aggregate prin- cipal amount equal to the unredeemed principal amount of such Bond so surrendered, of the same maturity and bearing interest at the same rate. In all cases in which Bonds shall be exchanged or the transfer of Bonds shall be registered hereunder, the Bond Regis- trar shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this resolution. All Bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the Bond Registrar. The -12- Issuer or the Bond Registrar may make a charge for shipping and out-of-pocket costs for every such exchange or registration of transfer of Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such ex- change or registration of transfer, but no other charge shall be made for exchanging or registering the transfer of Bonds under this resolution. The Bond Registrar shall not be required to ex- change or register the transfer of any Bond during a period begin- ning at the opening of business fifteen (15) days before the day of the mailing of a notice of redemption of Bonds or any portion thereof and ending at the close of business on the day of such mailing or of any Bond called for redemption in whole or in part pursuant to this Section 7. As to any Bond, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal or redemption price of any such Bond and the interest on any such Bond shall be made only to or upon the order of the reg- istered owner thereof or his legal representative. All such pay- ments shall be vaiid and effectual to satisfy and discharge the liability upon such Bond, including the redemption premium, if any, and interest thereon, to the extent of the sum or sums so paid. The Issuer shall appoint such registrars, transfer agents, depositaries or other agents and make such other arrange- ments as may be necessary for the registration, registration of transfer and exchange of Bonds within a reasonable time according to then commercial standards and for the timely payment of prin- cipal, interest and any redemption premium with respect to the Bonds. The County Director of Finance is hereby appointed the registrar, transfer agent and paying agent for the Bonds (collec- tively, the "Bond Registrar"), subject to the right of the gov- erning body of the Issuer to appoint another Bond Registrar, and as such shall keep at his office at 320 Chestnut street, Wilmington, North Carolina 28401, the books of the Issuer for the registration, registration of transfer, exchange and payment of the Bonds as provided in this resolution. 8. The Local Government Commission of North Carolina is hereby requested to sell the Bonds and to state in the Notice of Sale of the Bonds that bidders may name one rate of interest for part of the Bonds and another rate or rates for the balance of the Bonds. The Bonds shall bear interest at such rate or rates as may be named in the proposal to purchase said Bonds which shall be ac- cepted by said Local Government Commission. 9. The Chairman and the Clerk of the Board of Commis- sioners and the Director of Finance of the Issuer are hereby authorized and directed to cause the Bonds to be prepared and, -13- when they shall have been duly sold by said Local Government Com- mission, to execute the Bonds and have the Bonds endorsed and au- thenticated as provided herein and to deliver the Bonds to the purchaser or purchasers to whom they may be sold by said Local Government commission. 10. The Official statement dated June 9, 1989 setting forth financial and statistical data in connection with the offering of the Bonds, which was circulated with the Notice of Sale thereof, is hereby approved. In connection with this ap- proval, the Board of Commissioners of the Issuer has examined copies of the Official statement and has, to the extent and in the manner it has deemed necessary, discussed the contents thereof with officers of the administration of the Issuer. The Board of Commissioners of the Issuer does hereby recite that, upon its examination and discussions, nothing has come to its attention which would lead it to believe that said Official statement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not mis- leading. 11. The Issuer covenants to comply with the provisions of the Internal Revenue Code of 198, as amended (the "Code"), as enacted into law to the extent required to preserve the exclusion from gross income of interest on the Bonds for Federal income tax purposes. 12. The Issuer specifically covenants that at least 95% of the net proceeds of the Bonds will be used for solid waste disposal facilities within the meaning of section 142(a) of the Code. 13. The Chairman and the Clerk of the Board of Commis- sioners, the County Manager and the County Director of Finance and the other officers of the Issuer are hereby authorized and directed to execute and deliver for and on behalf of the Issuer any and all financing statements, certificates, documents or other papers and to perform any and all acts they may deem necessary or appropriate in order to carry out the intent of this resolution and the matters herein authorized. -14- The motion having been resolution having been considered, following vote: duly it Fred Retchin, Chairman Jonathan Barfield, Sr. E. L. Mathews, Jr. AYES: NAYS: None * * * * * * * - 15 - * seconded, was adopted * * * and by * the the * *