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1985-11-19 SpM Exhibits ,> .4! ~/ ~ i EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS The New Hanover County Board of Commissioners met in Special Session on Tuesday, November 19, 1985 at 9:00 o'clock A.M. in the Commissioner's offices, New Hanover County Administration Building, 120 Chestnut Street, Wilmington, North Carolina. Members present were: Nolan O'Neal, Chairman John Dolan Fred Retchin Claud O'Shields, Jr. Members absent: Jonathan Barfield, Sr., Vice Chairman * * * * * * Commissioner John Dolan presented the fol- lowing resolution and moved that it be adopted: . . ..- "'-'. ,....-~..'.................:v........_",:.".:.-',,.....;,W;...;J-~~...,.,,...}ljl'tt';;l.i,......___.__._...._--.:.___......~__.. -~.--..,.....--_..._-~-,................-..-;.___....j,.__.-._____~__..-..o.-___ "RESOLUTION PROVIDING FOR THE ISSUANCE OF $17,200,000 GENERAL OBLIGATION REFUNDING BONDS AND $6,000,000 SCHOOL BONDS, SERIES 1985, OF THE COUNTY OF NEW HANOVER AND AUTHORIZING CERTAIN RELATED ACTIONS" WHEREAS, the bond orders hereinafter described have been adopted, and it is desirable to make provision for the issuance of bonds authorized by said bond orders; NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the County of New Hanover, North Carolina (the "Issuer"), as follows: l. The Issuer shall issue its bonds of the aggre- gate principal amount of $l7,200,OOO pursuant to and in accordance with the solid waste disposal refunding bond order and thapublic improvement refunding bond order adopted by the Board of Commissioners on October 28, 1985. The bonds shall be designated "General Obligation Refunding Bonds". The period of usefulness of the capital project being financed by the issuance of the bonds to be refunded is a period of not less than forty years, computed from September l, 1982. The General Obligation Refunding Bonds shall be issuable in the denomination of $5,~OO each or any integral multiple thereof, shall be numbered so as to uniquely designate each bond and such numbering shall be in accordance with the system of the hereinafter designated bond registrar of the Issuer, and shall be payable in annual installments on September 1 in each year as follows: I, $1,125,000 in the year 1986, $1,100,000 in each of the years 1987 to 1992, inclusive, $1,075,000 in each of the years 1993 and 1994, $1,050,000 in each of the years 1995 and 1996, $1,675,000 in the year 1997, $825~000 in the year 1998, $800,000 in each of the years 1999 and 2000, $775,000 in the year 2001, and $350,000 In the year 2002. The General Obligation Refunding Bonds shall be dated Decem- ber 1, 1985 and shall bear interest from their date at a rate or rates which shall be hereafter determined upon the public sale thereof and such interest shall be payable March 1, 1986 and semi-annually thereafter on September 1 and March 1. 2. The Issuer shall issue its bonds of the aggre- gate principal amount of $6,000,000 pursuant to and in ac- cordance with the school bond order adopted by the Board of Commissioners on November 7, 1983. The bonds shall be des- ignated ~School Bonds, Series 1985". The period of useful- ness of the capital project being financed by the Issuance of the bonds is a period of forty years, computed from De- cember 1, 1985. The School Bonds, Series 1985, shall be issuable in the denomination of $5,000 each or any integral multiple thereof, shall be numbered so as to uniquely desig- nate each bond and such numbering shall be in accordance with the system of the hereinafter designated bond registrar of the Issuer, and shall be payable in annual installments on June 1 in each year, as follows: _1_ '- $200,000 in each of the years 1987 to 1998, inclusive, $800,000 in each of the years 1999 to 2002, inclusive, and $400,000 -in-the year 2003. The School Bonds, Series 1985, shall be dated December 1, 1985 and shall bear interest from their date at a rate or rates which shall be hereafter determined ~pon the public sale thereof and such interest shall be payable semi- annually on June 1 and December 1. 3. Hereinafter the General Obligation Refunding Bonds and the School Bonds, Series 1985, may be referred to collectively as the "bonds". 4. The bonds shall be registered as to principal and interest, and shall bear the facsimile signatures of the Chairman and Clerk of the Board of Commissioners of the Issuer. A facsimile of the corporate seal of the Issuer shall be imprinted upon each of the bonds. 5. Interest on the bonds shall be paid by check by First-Citizens Bank & Trust Company, Raleigh, North Caro- lina, as paying agent, and mailed to the registered owner of record as of the fifteenth day of the calendar month preced- ing the interest payment date at his address as it appears on the bond registry books of First Citizens Bank & Trust Company, Raleigh, North Carolina, as registrar and transfer agent. Principal of the bonds shall be paid by check by said paying agent of the Issuer, upon presentation of the bonds for payment. 6. The General Obligation Refunding Bonds matur- ing on and after September 1, 1995 shall be subject to re- _11_ demption prior to their stated maturities at the option of the Issuer on or after September 1, 1994, in whole at any time or in part on any interest payment date, at aredemp- tion price equal to the principal amount of each General Obligation Refunding Bond to be redeemed together with ac- crued interest thereon to the redemption date plus ,a. redemp- tion premium of one-half of one percent (1/2 of 1%) of the principal amount of each General Obligation Refunding Bond to be redeemed for each calendar year or part thereof be- tween the redemption date and the maturity date of each General Obligation Refunding Bond to be redeemed, provided that such premium shall not exceed two percent (2%) of such principal amount. If less than all of the General Obliga- tion Refunding Bonds of any maturity are called for redemp- tion, the General Obligation Refunding Bonds to be redeemed shall be selected by lot. If less than all of the General Obligation Refunding Bonds of different maturities are called for redemption, the General Obligation Refunding Bonds to be redeemed shall be called in the inverse order of their maturities. If less than all of the principal amount of a single General Obligation Refunding Bond is to be re- deemed, the Issuer shall exchange a General Obligation Re- funding Bond of the denomination representing the portion of the General Obligation Refunding Bond not redeemed to the registered owner in exchange for the General Obligation Refunding Bond a portion of which is to be redeemed. When- ever the Issuer shall elect to redeem bonds, notice of such redemption of General Obligation Refunding Bonds, stating -~- the redemption date, redemption price and identifying the General Obligation Refunding Bonds or portions thereof to be redeemed by reference to their numbers and further stating that on such redemption date there shall become due and payable upon each General Obligation Refunding Bond or por- tions thereof so to be redeemed, the principal thereof, redemption premium and interest accrued to the redemption date and that from and after such date interest thereon shall cease to accrue, shall be given by publication a~ least once in a newspaper of general circulation in the County of New Hanover, North Carolina and at least once in a daily newspaper of general circulation or a financial jour- nal distributed in the Borough of Manhattan, City and State of New York not less than 30 days prior to the redemption date fixed in said notice. Such notice shall be given not less than 30 days nor more than 60 days prior to the redemp- tion date in writing to the registered owners, by pre-paid first class mail, at their addresses as such addresses ap- pear on the records of First Citizens Bank & Trust Company, as bond registrar of the Issuer, but any failure in respect of such mailing will not affect the validity of the redemp- tion. -h- redeemed together with accrued interest thereon to the re- demption date plus a redemption premium of one-half of one percent (l/2 of 1%) of the principal amount of each School Bond, Series 1985, to be redeemed for each calendar year or part thereof between the redemption date and the maturity date of each School Bond, Series 1985, to be redeemed, pro- vided that such premium shall not exceed two percent (2%) of such principal amount. If less than all of the School Bonds, Series 1985, of any maturity are called for redemp- tion, the School Bonds, Series 1985, to be redeemed shall be selected by lot. If less than all of the School Bonds, Series 1985, of different maturities are called for redemp- tion, the School Bonds, Series 1985, to be redeemed shall be called in the inverse order of their maturities. If less than all of the principal amount of a single School Bond, Series 1985, is to be redeemed, the Issuer shall exchange a School Bond, Series 1985, of the denomination representing the portion of the School Bond, Series 1985, not redeemed to the registered owner in exchange for the School Bond, Series 1985, a portion of which is to be redeemed. Whenever the Issuer shall elect to redeem School Bonds, Series 1985, notice of such redemption of School Bonds, Series 1985, stating the redemption date, redemption price and identify- ing the School Bonds, Series 1985, or portions thereof to be redeemed by reference to their numbers and further stating that on such redemption date there shall become due and payable upon each School Bond, Series 1985, or portions thereof so to be redeemed, the principal thereof, redemption -7- - premium and interest accrued to the redemption date and that from and after such date interest thereon shall cease to accrue, shall be given by publication at least once in a newspaper_of g~neral circulation in the County of New Hano- ver, North Carolina and at least once in a daily newspaper of general circulation or a financial journal distributed in the Borough of Manhattan, City and State of New York not less than 30 days prior to the redemption date fixed in said notice. Such notice shall be given not less than 30 days nor more than 60 days prior to the redemption date in writ- ing to the registered owners, by pre-paid first class mail, at their addresses as such addresses appear on the records of First-Citizens Bank & Trust Company, as bond registrar of the Issuer, but any failure in respect of such mailing will not affect the validity of the redemption. 8. The General Obligation Refunding Bonds and the provisions for the registration thereof, for the approval thereof by the Secretary of the Local Government Commission and for authentication thereof by the transfer agent and registrar of the Issuer, to be endorsed thereon shall be in substantially the following form: -Q- (Form of Bond) No. R- $ UNITED STATES OF AMERICA STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER INTEREST RATE MATURITY DATE OF ORIGINAL ISSUE DECEMBER 1, 1985 CUSIP REGISTERED OWNER: PRINCIPAL SUM: DOLLARS GENERAL OBLIGATION REFUNDING BOND The County of New Hanover (hereinafter referred to as "County"), a county of the State of North Carolina, ac- knowledges itself indebted and for value received hereby promises to pay to the registered owner named above, on that date specified. above, upon surrender hereof, the principal sum shown above and to pay to the registered owner hereof interest thereon from the date of this bond until it shall mature at the rate per annum specified above, payable March 1, 1986 and semi-annually thereafter on September 1 and March 1 of each year. Principal of this bond is payable by check by First-Citizens Bank & Trust Company, Raleigh, North Carolina, as paying agent, or by the duly appointed a1ter- nate or successor paying agent (the "Paying A~ent"), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Interest on this bond is payable by check by the paying Agent mailed to the registered owner -9- hereof at his address as it appears on the bond registry books of First-Citizens Bank & Trust Company, Raleigh, North Carolina, as transfer agent and bond registrar (the "Trans- fer Agent~), at the close of business on the fifteenth day \ of the calendar month next preceding each interest payment date. This bond is transferable by the registered owner hereof or his duly authorized attorney at the principal office of the Transfer Agent, upon surrender of this bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature satisfactory to the Transfer Agent, and upon payment of any taxes or other gov- ernmental charges incident to such transfer. Upon any such transfer a new registered bond without coupons of the same maturity and in the same aggregate principal amount will be issued to the transferee. The person in whose name this bond is registered shall be deemed the owner hereof for all purposes, and the County and the Transfer Agent shall not be affected by any notice to the contrary. This bond is issued in accordance with the Regis- tered Pubic Obligations Act, Chapter l59E of the General Statutes of North Carolina, and pursuant to The Local Gov- ernment Finance Act and bond orders adopted by the Board of Commissioners of the County on October 28, 1985, to provide funds to advance refund the outstanding Solid Waste Disposal Bonds, dated September 1, 1982, and Public Improvement Bonds, Series 1984, dated October 1, 1984, of the County. , () The bonds maturing on and after September 1, 1995 shall be subject to redemption prior to their stated maturi- ties at the option of the County on or after September 1, 1994, in ~hole at any time or in part on any interest pay- ment 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 prin- cipal 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 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. If less than all of the bonds of different maturities are called for redemption, the bonds to be re- deemed shall be called in the inverse order of their maturi- ties. If less than all of the principal amount of a single bond is to be redeemed, the County snaIl exchange a bond of the denomination representing the portion of the bond not redeemed to the registered owner in exchange for the bond, a portion of which is to be redeemed. Whenever the County shall elect to redeem bonds, notice of such redemption of bonds, stating the redemption date, redemption price and identifying the bonds or portions thereof to be redeemed by reference to their numbers and further stating that on such redemption date there shall become due and payable upon each bond or portions thereof so to be redeemed, the principal -11- thereof, redemption premium and interest accrued to the redemption date and that from and after such date interest thereon shall cease to accrue, shall be given by publication at least Qnce in a newspaper of general circulation in the County of New Hanover, North Carolina and at least once in a daily newspaper of general circulation or a finqncial jour- nal distributed in the Borough of Manhattan, City and State of New York not less than 30 days prior to the redemption date fixed in said notice. Such notice shall be given not less than 30 days nor more than 60 days prior to the redemp- tion date in writing to the registered owners, by pre-paid first class mail, at their addresses as such addresses ap- pear on the records of First-Citizens Bank & Trust Company, Raleigh, North Carolina, as bond registrar, but any failure in respect of such mailing will not affect the validity of the redemption. It is hereby certified and recited that all condi- tions, acts and things required by the Constitution or stat- utes of the State of North Carolina to exist, be performed or happen precedent to or in the issuance of this bond, exist, have been performed 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 until the certifications hereon shall have been signed by authorized representatives of the Local Government Commission of North Carolina and United Carolina Bank. IN WITNESS WHEREOF, the County has caused this bond to bear the facsimiles of the signatures ot the Chair~ man and the Clerk of the Board of Commissioners and a fac- simile of the corporate seal of the County to be imprinted hereon and this bond to be dated December 1, 1985. (SEAL) (facsimile signature) Clerk, Board of Commissioners (facsimile signature) Chairman, Board of Commissioners Transfer Agent's Certificate of Authentication This bond is one of the bonds of the issue desig- nated herein and issued under the within-mentioned bond orders. FIRST-CITIZENS BANK & TRUST COMPANY By: Authorized Signatory Date of Authentication -11- The issue hereof has been approved under the provisions of The Local Government Bond Act. (facsimile signature) JOHN D. FOUST Secretary of the Local Government Commission ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto , the within bond and irrevoca- bly 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 par- ticular, without any alter- ation whatsoever. Signature Guaranteed: 9. The School Bonds, Series 1985, and the provi- sions for the registration thereof, for the approval thereof by the Secretary of the.Local Government Commission and for authentication thereof by the transfer agent and registrar of the Issuer, to be endorsed thereon shall be in substan- tially the following form: (Form of Bond) No. R- $ UNITED STATES OF AMERICA STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER INTEREST RATE MATURITY DATE OF ORIGINAL ISSUE DECEMBER 1, 1985 CUSIP REGISTERED OWNER: PRINCIPAL SUM: DOLLARS SCHOOL BOND, SERIES 1985 The County of New Hanover (hereinafter referred to as "County"), a county of the State of North Carolina, ac- knowledges itself indebted and for value received hereby promises to pay to the registered owner named above, on that date specified above, upon surrender hereof, the principal sum shown above and to pay to the registered owner hereof interest thereon from the date of this bond until it shall mature at the rate per annum specified above, payable semi- annually on June 1 and December 1 of each year. Principal of this bond is payable by check by First-Citizens Bank & Trust Company, Raleigh, North Carolina, as paying agent, or by the duly appointed alternate or successor paying agent (the "Paying Agent"), in such coin ot currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Inter- est on this bond is payable by check by the Paying Agent mailed to the registered owner hereof at his address as it -l~- appears on the bond registry books of First-Citizens Bank & Trust Company, Raleigh, North Carolina, as transfer agent and bond registrar (the "Transfer Agent"), at the close of business Qn the. fifteenth day of the calendar month next preceding each interest payment date. This bond is transferable by the registered owner hereof or his duly authorized attorney at the principal office of the Transfer Agent, upon surrender of this bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature satisfactory to the Transfer Agent, and upon payment of any taxes or other gov- ernmental charges incident to such transfer. Upon any such transfer a new registered bond without coupons of the same maturity and in the same aggregate principal amount will be issued to the transferee. The person in whose name this bond is registered shall be deemed the owner hereof for all purposes, and the County and the Transfer Agent shall not be affected by any notice to the contrary. This bond is issued in accordance with the Regis- tered Public Obligations Act, Chapter l59E of the General Statutes of North Carolina, and pursuant to The Local Gov- ernment Finance Act and a bond order adopted by the Board of Commissioners of the County on November 7, 1983, to pay capital costs of impr6ving school facilities. The issuance of this bond and the contracting of the indebtednessevi- denced thereby have been approved by a majority of the qual- ified voters of the County voting at an election held in the County on January 17, 1984. -16- The bonds maturing on and after June 1, 1996 shall be subject to redemption prior to their stated maturities at the option of the County on or after June 1, 1995, in whole at any ti~e or in part on any interest payment date, at a redemption pric~ 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 l~) 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 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. If less than all of the bonds of different maturities are called for redemp- tion, the bonds to be redeemed shall be called in the in- verse order of their maturities. If less than all of the principal amount of a single bond is to be redeemed, the County shall exchange a bond of the denomination represent- ing the portion of the bond not redeemed to the registered owner in exchange for the bond, a portion of which is to be redeemed. Whenever the County shall elect to redeem bonds, notice of such redemption of bonds, stating the redemption date, redemption price and identifying the bonds or portions thereof to be redeemed by reference to their numbers and further stating that on such redemption date there shall become due and payable upon each bond or portions thereof so to be redeemed, the principal thereof, redemption premium -17- and interest accrued to the redemption date and that from and after such date interest thereon shall cease to accrue, shall be given by publication at least once in a newspaper of general circulation in the County of New Hanover, North Carolina and at least once in a daily newspaper of general circulation or a financial journal distributed in the Bor- ough of Manhattan, City and State of New York not less than 30 days prior to the redemption date fixed in said notice. Such notice shall be given not less than 30 days nor more than 60 days prior to the redemption date in writing to the registered owners, by pre-paid first class mail, at their addresses as such addresses appear on the records of First- Citizens Bank & Trust Company, Raleigh, North Carolina, as bond registrar, but any failure in respect of such mailing will not affect the validity of the redemption. It is hereby certified and recited that all condi- tions, acts and things required by the Constitution or stat- utes of the State of North Carolina to exist, be performed or happen precedent to or in the issuance of this bond, exist, have been performed 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 -1A- for any purpose until the certifications hereon shall have been signed by authorized representatives of the Local Government Commission of North Carolina and United Carolina Bank. IN WITNESS WHEREOF, the County has caused this bond to bear the facsimiles of the signatures of the Chair- man and the Clerk of the Board of Commissioners and a fac- simile of the corporate seal of the County to be imprinted hereon and this bond to be dated December 1, 1985. (SEAL) (facsimile signature) Clerk, Board of Commissioners (.facsimile signature) Chairman, Board of Commissioners Transfer Agent's Certificate of Authentication Thi~ bond is one of the bonds of the issue desig- nated herein and issued under the within-mentioned bond order. FIRST-CITIZENS BANK & TRUST COMPANY By: Authorized Signatory Date of Authentication The issue hereof has been approved under the provisions of The Local Government Bond Act. (facsimile signature) JOHN D. FOUST Secretary of the Local Government Commission -19- ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto , the within bond and irrevoca- bly 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 par- ticular, without any alter- ation whatsoever. Signature Guaranteed: 10. Actions taken by officials of the Issuer to select paying and transfer agents, and a bond registrar, or alternate or successor agents and registrars pursuant to Section 159E-8 of the Registered Public Obligations Act, Chapter 159E of the General Statutes of North Carolina, are hereby authorized and approved. 11. The Local Government Commission of North Carolina is hereby requested to sell the General Obligation Refunding Bonds and the School Bonds, Series 1985, as sepa- rate issues and to state in each of the Notices of Sale of said bonds that bidders may name one rate of interest for part of said bonds and another rate or rates for the balance of said bonds. Subject to the ensuing sentences in this paragraph, said bonds shall bear interest at such rates as may be named in the proposals to purchase said bonds which -20- ,__.~:",_",_~~,,"-,$"":':~ ',:;- .~"'i..:.':~ :j_,,_~:-~"L~~~,..~~ l. i, ..~".. ,x:;;,,~ " . ~._'." .'. \ ... . :.--; -;'\,::,:".' . _;':..:...J.~...~_ :',... l' .:......:.",""," ,"'. '; ~ .'.:~:>:~.~. ',:::.:~}Lt:::~ . - ~ ,,' ." .. shall be accepted by said Local Government Commission. The Issuer hereby reserves the right to adjust the individual maturities of the General Obligation Refunding Bonds, up or down, by 9n amount not exceeding $50,000 per maturity, fol- lowing the opening of bids therefor. The Issuer also re- serves the right to reduce or enlarge the aggregate issue size of the General Obligation Refunding Bonds, by an amount not to exceed $200,000. 12. The Chairman and Clerk of the Board of Com- missioners of the Issuer are hereby authorized and directed to cause the bonds to be prepared and, when they shall have been duly sold by said Local Government Commission, to exe- cute the bonds and to turn the bonds over to First-Citizens Bank & Trust Company for delivery to the purchaser or pur- chasers to whom they may be sold by said Local Government Commission. The motion having been duly seconded, and the resolution having been considered, it was adopted by the following vote: AYES: NAYS: * * * * * * ~ ~/ ~. ! .~ I EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS The New Hanover County Board of Commissioners met in Special Session on Tuesday, November 19, 1985 at 9:00 o'clock A.M. in the Commissioner's offices, New Hanover County Administration Building, 320 Chestnut Street, Wilmington, North Carolina. Members present were: Nolan O'Neal, Chairman John Dolan Fred Retchin Claud O'Shields, Jr. Members absent: Jonathan Barfield, Sr., Vice Chairman * * * * * * Commissioner John Dolan presented the fol- lowing resolution and moved that it be adopted: . ". . " . "'d" "'~'.."''''''''~''''''~''''''''''''~''''''''''~'::'''''~''''''''''~;'''''J'V'';'',':>,,"~.,~,t>."""i....__...~_._....._,-.;.__....,~---.;..,.,._.....-,-,~..__.,......................,_..~_"..;....>..---.._"";.._...._.......~,4_....._............_-',..,....._...__-.;........._ ., . , ! "RESOLUTION PROVIDING FOR THE ISSUANCE OF $17,200,000 GENERAL OBLIGATION REFUNDING BONDS AND $6,000,000 SCHOOL BONDS, SERIES 1985, OF THE COUNTY OF NEW HANOVER AND AUTHORIZING CERTAIN RELATED ACTIONS" WHEREAS, the bond orders hereinafter described have been adopted, and it is desirable to make provision for the issuance of bonds authorized by said bond orders; NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the County of New Hanover, North Carolina (the "Issuer"), as follows: 1. The Issuer shall issue its bonds of the aggre- gate principal amount of $17,200,000 pursuant to and in accordance with the solid waste disposal refunding bond order and the. public improvement refunding bond order adopted by the Board of Commissioners on October 28, 1985. The bonds shall be designated "General Obligation Refunding Bonds". The period of usefulness of the capital project being financed by the issuance of the bonds to be refunded is a period of not less than forty years, computed from September 1, 1982. The General Obligation Refunding Bonds shall be issuable in the denomination of $5,~OO each or any integral multiple thereof, shall be numbered so as to uniquely designate each bond and such numbering shall be in accordance with the system of the hereinafter designated bond registrar of the Issuer, and shall be payable in annual installments on September 1 in each year as follows: " !. $1,125,000 in the year 1986, $1,100,000 in each of the years 1987 to 1992, inclusive, $1,075,000 in each of the years 1993 and 1994, $1,050,000 in each of the years 1995 and 1996, $1,675,000. in the year 1997, $825~000 in the year 1998, $800,000 in each of the years 1999 and 2000, $775,000 in the year 2001, and $350,000 in the year 2002. The General Obligation Refunding Bonds shall be dated Decem- ber 1, 1985 and shall bear interest from their date at a rate or rates which shall be hereafter determined upon the public sale thereof and such interest shall be payable March 1, 1986 and semi-annually thereafter on September 1 and March 1. 2. The.Issuer shall issue its bonds of the aggre- gate principal amount of $6,000,000 pursuant to and in ac- cordance with the school bond order adopted by the Board of Commissioners on November 7, 1983. The bonds shall be des- ignated "School Bonds, Series 1985". The period of useful- ness of the capital project being financed by the issuance of the bonds is a period of forty years, computed from De- cember 1, 1985. The School Bonds, Series 1985, shall be issuable in the denomination of $5,000 each or any integral multiple thereof, shall be numbered so as to uniquely desig- nate each bond and such numbering shall be in accordance with the system of the hereinafter designated bond registrar of the Issuer, and shall be payable in annual installments on June 1 in each year, as follows: .., ~,' $200,000 in each of the years 1987 to 1998, inclusive, $800,000 in each of the years 1999 to 2002, inclusive, and $400,000 in the year 2003. The School Bonds, Series 1985, shall be dated December 1, 1985 and shall bear interest from their date at a rate or rates which shall be hereafter determined upon the public. sale thereof an9 such interest shall be payable semi- annually on June 1 and December 1. 3. Hereinafter the General Obligation Refunding Bonds and the School Bonds, Series 1985, may be referred to collectively as the "bonds". 4. The bonds shall be registered as to principal and interest, and shall bear the facsimile signatures of the Chairman and Clerk of the Board of Commissioners of the Issuer. A facsimile of the corporate seal of the Issuer shall be imprinted upon each of the bonds. 5. Interest on the bonds shall be paid by check by First-Citizens Bank & Trust Company, Raleigh, North Caro- lina, as paying agent, and mailed to the registered owner of record as of the fifteenth day of the calendar month preced- ing the interest payment date at his address as it appears on the bond registry books of First Citizens Bank & Trust Company, Raleigh, North Carolina, as registrar and transfer agent. Principal of the bonds shall be paid by check by said paying agent of the Issuer, upon presentation of the bonds for payment. 6. The General Obligation Refunding Bonds matur- Ing on and after September 1, 1995 shall be subject to re- "'., . demption prior to their stated maturities at the option of the Issuer on or after September 1, 1994, in whole at any time or in part on any interest payment date, at a redemp- tion price equal to the principal amount of each General Obligation Refunding Bond to be redeemed together with ac- crued interest thereon to the redemption date plus a redemp- tion premium of one-half of one percent (1/2 of 1%) of the principal amount of each General Obligation Refunding Bond to be redeemed for each calendar year or part thereof be- tween the redemption date and the maturity date of each General Obligation Refunding Bond to be redeemed, provided that such premium shall not exceed two percent (2%) of such principal amount. If less than all of the General Obliga- tion Refunding Bonds of any maturity are called for redemp- tion, the General Obligation Refunding Bonds to be redeemed shall be selected by lot. If less than all of the General Obligation Refunding Bonds of different maturities are called for redemption, the General Obligation Refunding Bonds to be ~edeemed shall be called in the inv~rse order of their maturities. If less than all of the principal amount of a single General Obligation Refunding Bond is to be re- deemed, the Issuer shall exchange a General Obligation Re- funding Bond of the denomination representing the portion of the General Obligation Refunding Bond not redeemed to the registered owner in exchange for the General Obligation Refunding Bond a portion of which is to be redeemed. When- ever the Issuer shall elect to redeem bonds, notice of such redemption of General Obligation Refunding Bonds, stating the redemption date, redemption price and identifying the General Obligation Refunding Bonds or portions thereof to be redeemed by reference to their numbers and further stating that on such redemption date there shall become due and payable upon each General Obligation Refunding Bond or por- tions thereof so to be redeemed, the principal thereof, redemption premium and interest accrued to the redemption date and that from and after such date interest thereon shall cease to accrue, shall be given by publication at least once in a newspaper of general circulation in the County of New Hanover, North Carolina and at least once in a daily newspaper of general circulation or a financial jour- nal distributed In the Borough of Manhattan, City and State of New York not less than 30 days prior to the redemption date fixed in said notice. Such notice shall be given not less than 30 days nor more than 60 days prior to the redemp- tion date in writing to the registered owners, by pre-paid first class mail, at their addresses as such addresses ap- pear on the records of First Citizens Bank & Trust Company, as bond registrar of the Issuer, but any failure in respect of such mailing will not affect the validity of the redemp- tion. 7. The School Bond, Series 1985, maturing on and after June 1, 1996 shall be subject to redemption prior to their stated maturities at the option of the Issuer on or after June 1, 1995, in whole at any time or in part on any interest payment date, at a redemption price equal to the principal amount of each School Bond, Series 1985, to be -7- premium and interest accrued to the redemption date and that from and after such date interest thereon shall cease to accrue, shall be given by publication at least once in a newspaper_of general circulation in the County of New Hano- ver, North Carolina and at least once in a daily newspaper of general circulation or a financial journal distributed in the Borough of Manhattan, City and State of New York not less than 30 days prior to the redemption date fixed in said notice. Such notice shall be given not less than 30 days nor more than 60 days prior to the redemption date in writ- ing to the registered owners, by pre-paid first class mail, at their addresses as such addresses appear on the records of First-Citizens Bank & Trust Company, as bond registrar of the Issuer, but any failure in respect of such mailing will not affect the validity of the redemption. 8. The General Obligation Refunding Bonds and the provisions for the registration thereof, for the approval thereof by the Secretary of the Local Government Commission and for authentication thereof by the transfer agent and registrar of the Issuer, to be endorsed thereon shall be in substantially the following form: -R- (Form of Bond) No. R- $ UNITED STATES OF AMERICA STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER INTEREST RATE MATURITY DATE OF ORIGINAL ISSUE DECEMBER 1, 1985 CUSIP REGISTERED OWNER: PRINCIPAL SUM: DOLLARS GENERAL OBLIGATION REFUNDING BOND The County of New Hanover (hereinafter referred to as "County"), a county of the State of North Carolina, ac- knowledges itself indebted and for value received hereby promises to pay to the registered owner named above, on that date specified above, upon surrender hereof, the principal sum shown above and to pay to the registered owner hereof interest ther~on from the date of this bond until it shall mature at the rate per annum specified above, payable March 1, 1986 and ~emi-annually thereafter on September land March 1 of each year. Principal of this bond is payable by check by First-Citizens Bank & Trust Company, Raleigh, North Carolina, as paying agent, or by the duly appointed alter- nate or successor paying agent (the "Paying Agent"), in such cOln or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Interest on this bond is payable by check by the Paying Agent mailed to the registered owner r\ hereof at his address as it appears on the bond registry books of First-Citizens Bank & Trust Company, Raleigh, North Carolina, as transfer agent and bond registrar (the "Trans- fer Agent~), at the close of business on the fifteenth day of the calendar month next preceding each interest payment date. This bond is transferable by the registered owner hereof or his duly authorized attorney at the principal office of the Transfer Agent, upon surrender of this bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature satisfactory to the Transfer Agent, and upon payment of any taxes or other gov- ernmental charg~s incident to such transfer. Upon any such transfer a new registered bond without coupons of the same maturity and in the same aggregate principal amount will be issued to the transferee. The person in whose name this bond is registered shall be deemed the owner hereof for all purposes, and. the County and the Transfer Agent shall not be affected by ani notice to the contrary. This bond is issued in accordance with the Regis~ tered Pubic Obligations Act, Chapter 159E of the General Statutes of North Carolina, and pursuant to The Local Gov- ernment Finance Act and bond orders adopted by the Board of Commissioners of the County on October 28, 1985, to provide funds to advance refund the outstanding Solid Waste Disposal Bonds, dated September 1, 1982, and ,Public Improvement Bonds, Series 1984, dated October 1, 1984, of the County. ~ , , - thereof, redemption premium and interest accrued to the redemption date and that from and after such date interest thereon shall cease to accrue, shall be given by publication at least Qnce in a newspaper of general circulation in the County of New Hanover, North Carolina and at least once in a daily newspaper of general circulation or a financial jour- nal distributed In the Borough of Manhattan, City and State of New York not less than 30 days prior to the redemption date fixed in said notice. Such notice shall be given not less than 30 days nor more than 60 days prior to the redemp- tion date In writing to the registered owners, by pre-paid first class mail, at their addresses as such addresses ap- pear on the records of First-Citizens Bank & Trust Company, Raleigh, North Carolina, as bond registrar, but any failure in respect of such mailing will not affect the validity of the redemption. It is hereby certified and recited that all condi- tions, acts and things required by the Constitution or stat- utes of the State of North Carolina to exist, be performed or happen precedent to or in the issuance of this bond, exist, have been performed 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 until the certifications hereon shall have been signed by authorized representatives of the Local Government Commission of North Carolina and United Carolina Bank. IN WITNESS WHEREOF, the County has caused this bond to bear the facsimiles of the signatures of the Chair- man and the Clerk of the Board of Commissioners and a fac- simile of the corporate seal of the County to be imprinted hereon and this bond to be dated December 1, 1985. (SEAL) (facsimile signature) Clerk, Board of Commissioners (facsimile signature) Chairman, Board of Commissioners Transfer Agent's Certificate of Authenticat.ion This bond is one of the bonds of the issue desig- nated herein and issued under the within-mentioned bond orders. FIRST-CITIZENS BANK & TRUST COMPANY By: Authorized Signatory Date of Authentication -,~- '.. ~. ...,....:.~...:.-'(~_..,'.....~"'..,,,'... .... ", The issue hereof has been approved under the provisions of The Local Government Bond Act. (facsimile signature) JOHN D. FOUST S~cretary of the Local Government Commission ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto the within bond and irrevoca- bly 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 par- ticular, without any alter- ation whatsoever. Signature Guaranteed: 9. 'The School Bonds, Series 1985, and the provi- sions for the registration thereof, for the approval thereof by the Secretary of the Local Government Commission and for authentication.thereof by the transfer agent and registrar of the Issuer, to be endorsed thereon shall be in substan- tially the following form: (Form of Bond) No. R- $ UNITED STATES OF AMERICA STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER INTEREST RATE MATURITY DATE OF 0 ORIGINAL ISSUE DECEMBER 1, 1985 CUSIP REGISTERED OWNER: PRINCIPAL SUM: DOLLARS SCHOOL BOND, SERIES 1985 The County of New Hanover (hereinafter referred to as "County"), a county of the State of North Carolina, ac- knowledges itself indebted and for value received hereby promises to pay to the registered owner named above, on that date specified above, upon surrender hereof, the principal sum shown above and to pay to the registered owner hereof interest theFeon from the date of this bond until it shall mature at the. rate per annum specified above, payable semi- annually on June 1 and December 1 of each year. Principal of this bond is payable by check by First-Citizens Bank & Trust Company, Raleigh, North Carolina, as paying agent, or by the duly appointed alternate or successor paying agent (the "paying Agent"), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Inter- est on this bond is payable by check by the Paying Agent mailed to the registered owner hereof at his address as it -lS- appears on the bond registry books of First-Citizens Bank & Trust Company, Raleigh, North Carolina, as transfer agent and bond registrar (the "Transfer Agent"), at the close of business Qn the fifteenth day of the calendar month next preceding each interest payment date. This bond is transferable by the registered owner hereof or his duly authorized attorney at the principal office of the Transfer Agent, upon surrender of this bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature satisfactory to the Transfer Agent, and upon payment of any taxes or other gov- ernmental charges incident to such transfer. Upon any such transfer a new registered bond without coupons of the same maturity and in the same aggregate principal amount will be issued to the transferee. The person in whose name this bond is registered shall be deemed the owner hereof for all purposes', and the County and the Transfer Agent shall not be affected by any notice to the contrary. This bond is issued in accordance with the Regis- tered Public Obligations Act, Chapter l59E of the General Statutes of North Carolina, and pursuant to The Local Gov- ernment Finance Act and a bond order adopted by the Board of Commissioners of the County on November 7, 1983, to pay capital costs of improving school facilities. The issuance of this bond and the contracting of the indebtedness evi- denced thereby have been approved by a majority of the qual- ified voters of the County voting at an election held in the County on January 17, 1984. The bonds maturing on and after June 1, 1996 shall be subject to redemption prior to their stated maturities at the option of the County on or after June 1, 1995, in whole at any ti~e 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 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. If less than all of the bonds of different maturities are called for redemp- tion, the bonds to be redeemed shall be called in the in- verse order of their maturities. If less than all of the principal amount of a single bond 1S to be redeemed, the County shall exchange a bond of the denomination represent- ing the portion of the bond not redeemed to the registered owner in exchange for the bond, a portion of which is to be redeemed. Whenever the County shall elect to redeem bonds, notice of such redemption of bonds, stating the redemption date, redemption price and identifying the bonds or portions thereof to be redeemed by reference to their numbers and further stating that on such redemption date there shall become due and payable ~pon each bond or portions thereof so to be redeemed, the principal thereof, redemption prem1um -17- .__..,_V,;.,....'.....A............';.......,oJ_._'.., ,.'..,;~.'"....~.....of"......";...~, ,j,,'.i ~ ......,,'........-........--........ _.,....>~ - . ..~.'~ -"..- . and interest accrued to the redemption date and that from and after such date interest thereon shall cease to accrue, shall be given by publication at least once in a newspaper of general circulation in the County of New Hanover, North Carolina and at least once in a daily newspaper of general circulation or a financial journal distributed in the Bor- ough of Manhattan, City and State of New York not less than 30 days prior to' the redemption date fixed in said notice. Such notice shall be given not less than 30 days nor more than 60 days prior to the redemption date in writing to the registered owners, by pre-paid first class mail, at their addresses as such addresses appear on the records of First- Citizens Bank & Trust Company, Raleigh, North Carolina, as bond registrar, but any failure in respect of such mailing will not affect the validity of the redemption. It is hereby certified and recited that. all condi- tions, acts and things required by the Constitution or stat- utes of the State of North Carolina to exist, be performed or happen precedent to or in the issuance of this bond, exist, have been performed 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 , n ." .,. .,.,.,.~~.. "'.~'''~'''\'-~'..' ".........,..., .." for any purpose until the certifications hereon shall have been signed by authorized representatives of the Local Government Commission of North Carolina and united Carolina Bank. IN WITNESS WHEREOF, the County has caused this bond to bear the facsimiles of the signatures of the Chair- man and the Clerk of the Board of Commissioners and a fac- simile of the corporate seal of the County to be imprinted hereon and this bond to be dated December 1, 1985. (SEAL) (facsimile signature) Clerk, Board of Commissioners (facsimile signature) Chairman, Board of Commissioners Transfer, Agent's Certificate of Authentication This bond is one of the bonds of the issue desig- nated herein and issued under the within-mentioned bond orde.r. FIRST-CITIZENS BANK & TRUST COMPANY By: Authorized Signatory Date of Authentication The issue hereof has been approved under the provisions of The Local Government Bond Act. (facsimile signature) JOHN D. FOUST Secretary of the Local Government Commission r ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto , the within bond and irrevoca- bly 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 par- ticular, without any alter- ation whatso€ver. Signature Guaranteed: 10. Actions taken by officials of the Issuer to select paying and transfer agents, and a bond registrar, or alternate or successor agents and registrars pursuant to Section l59E-8 of the Registered Public Obligations Act, Chapter l59E of the General Statutes of North Carolina, are hereby authorized and approved. 11. The Local Government Commission of North Carolina is hereby requested to sell the General Obligation Refunding Bonds and the School Bonds, Series 1985, as sepa- rate issues and to state in each of the Notices of Sale of said bonds that bidders may name one rate of interest for part of said bonds and another rate or rates for the balance of said bonds. Subject to the ensuing sentences in this paragraph, said bonds shall bear interest at such rates as may be named in the proposals to purchase said bonds which -?n- ..,'P '~ 'P '\.1 shall be accepted by said Local Government Commission. The Issuer hereby reserves the right to adjust the individual maturities of the General Obligation Refunding Bonds, up or down, by 9n amount not exceeding $50,000 per maturity, fol- lowing the opening of bids therefor. The Issuer also re- serves the right to reduce or enlarge the aggregate issue size of the General Obligation Refunding Bonds, by an amount not to exceed $200,000. 12. The Chairman and Clerk of the Board of Com- missioners of the Issuer are hereby authorized and directed to cause the bonds to be prepared and, when they shall have been duly sold by said Local Government Commission, to exe- cute the bonds and to turn the bonds over to First-Citizens Bank & Trust Company for delivery to the purchaser or pur- chasers to whom they may be sold by said Local Government Commission. The motion having been duly secondeq, and the resolution having been considered, it was adopted by the following vote: AYES: Commissioner " Nolan O'Neal, Chairman John Dolan Fred Retchin Claud O'Shields, Jr. " " NAYS: None * * * * * * -21-