Loading...
HomeMy WebLinkAbout1993-02-24 W&S SpM Exhibits STATE OF NORTH CAROLINA ) . . ) ) ss. : NEW HANOVER COUNTY WATER AND SEWER DISTRICT I, LUCIE F. HARRELL, Clerk of the Board of Commissioners of the County of New Hanover and Clerk of New Hanover County Water and Sewer District, DO HEREBY CERTIFY, as follows: 1. A special meeting of the Board of Commissioners, sitting as the governing body of New Hanover County Water and Sewer District, located in the State of North Carolina, was duly held on February 24, 1993, proper notice of such 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 District this 24th .Pa.y",of February, ,~, . 'I, ,.... o'<lER COlJ '" ft:.:.'-~ 0$0'."" "')ol~" "1:::.' ~_o 0 o. r' i Ul; ..' ;....: i\ "<'2.' . . =( i:) t": . : : : ~ Q: bE ::&i~ 'y- '';:: -:. "A" ........ roJoo" ..' p.;. :: ~ ~'~o'. ~:,~ .0' ~,~ ~ ~ c:f 00000000000 ~ <> ..,.'4. ~"'''''''''' Ill/) lllE~~ ",,, "Q'"DDGGG~''''' 1993. Board of Commissioners, Clerk, New Hanover Water and Sewer District EXTRACTS FROM MINUTES OF BOARD Of COMMISSIONERS, SITTING AS THE GOVERNING BODY OF NEW HANOVER COUNTY WATER AND SEWER DISTRICT The New Hanover County Board of Commissioners, sitting .as the governing body of New Hanover County Water and Sewer District, met in Special Session on Wednesday, February 24, 1993 at 3:00 pm in the New Hanover County Museum, Wilmington, NC Members present were: E.L. Mathews, Jr., Chairman Sandra Barone, Vice-Chainnan Robert G. Greer William A. Caster William Sisson * * * * * * * * Chairman 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, sitting as the governing body of New Hanover County Water and Sewer District, North Carolina (the "Issuer"), as follows: 1. Pursuant to and in accordance with the general obligation refunding bond order adopted by the Board of Commissioners, sitting as the governing body of New Hanover County Water and Sewer District, on January 19, 1993, the Issuer shall issue its bonds of the aggregate principal amount of $28,565,000. The bonds shall be designated "General obligation Refunding Bonds, Series 1993" (hereinafter referred to as the "Bonds"). The Bonds shall be dated March 1, 1993 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 on August 1, 1993 and semi- annually thereafter on February 1 and August 1. The Bonds shall mature, subject to adjustment and to the right of prior redemption as hereinafter set forth, annually on August 1, as follows: principal principal Year Amount Year Amount 1993 $1,805,000 2003 $1,790,000 1994 1,690,000 2004 1,820,000 1995 1,690,000 2005 1,005,000 1996 1,690,000 2006 1,055,000 1997 1,690,000 2007 1,115,000 1998 1,700,000 2008 1,175,000 1999 1,715,000 2009 1,245,000 2000 1,725,000 2010 1,300,000 2001 1,745,000 2011 840,000 2002 1,770,000 -2- Debt service will be payable to the owners of the Bonds shown on the records of the hereinafter designated Bond Registrar of the Issuer on the record date which shall be the fifteenth day of the calendar month (whether or not a business day) next preceding a debt service payment date. The Bonds shall be deemed to refund each issue of bonds being refunded within the period of usefulness of the capital project being financed by such issue of bonds being refunded. 2. 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 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 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 August 1, as set forth in the foregoing maturity schedule, in clearinghouse funds to DTC or its nominee as registered owner of the Bonds. Transfer of principal, premium and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal, premium and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. 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 identlfy another qualified securities depository to replace DTC, the Issuer will authenticate and deliver replacement Bonds in the form of fully registered certificates. -3- 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. 3. The Bonds shall bear the manual or facsimile signatures of the Chairman of the governing body of the Issuer and the Clerk of the Issuer and the official seal or a facsimile of the official 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 Commis- sion 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. 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 facsimile 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 signatures 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. -4- 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 execution by the Bond Registrar of the certificate of authentication endorsed thereon. 4. The Bonds and the endorsements thereon shall be in substantially the following form: -5- NO. R- $ united states of America state of North Carolina NEW HANOVER COUNTY WATER AND SEWER DISTRICT GENERAL OBLIGATION REFUNDING BOND, SERIES 1993 INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP August 1, March 1, 1993 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS The New Hanover County Water and Sewer District (hereinafter referred to as "District"), a county water and sewer district 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 District, 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 his address as it appears on the bond registration books of the District, interest on such principal sum from the date of this bond or from the February 1 or August 1 next preceding the date of authentication to which interest shall have been paid, unless such date of authentication is a February 1 or August 1 to which interest shall have been paid, in which case from such date, such interest to the maturity hereof being payable on August 1, 1993 and semi-annually thereafter on February 1 and August 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 fifteenth day of the calendar month (whether or not a business day) next preceding such interest payment date. Both the principal of and the -6- 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, as amended, and pursuant to The Local Government Finance Act of the state of North Carolina, as amended, a bond order adopted by the Board of Commissioners of the County of New Hanover, sitting as the governing body of the District, on January 19, 1993 (the "Bond Order") and resolutions adopted by said Board (the "Resolutions") to provide funds, together with other funds of the District, to refund the District's outstanding General Obligation Refunding Bonds, dated August 1, 1986, Sanitary Sewer Bonds, Series 1986, dated August 1, 1986, and Sanitary Sewer Bond, Series 1989, dated August 14, 1989. The bonds maturing on and after August 1, 2004 shall be subject to redemption prior to their stated maturities at the option of the District on or after August 1, 2003, 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 period of twelve months 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, 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. For so long as a book entry system is used for determining beneficial ownership of the bonds, if less than all the bonds within a maturity are to be redeemed, The Depository Trust Company (DTC) and its participants shall determine which of the bonds within a maturity are to be redeemed. If less than all 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 forty-five (45) 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 -7- District shall cause a notice of such redemption to be mailed, postage prepaid, to 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 redemption 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 Resolutions, 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, with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Transfer of principal, any premium, and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal, any premium and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The District will not be responsible or liable for maintaining, 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 said District 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 Resolutions upon the surrender hereof to the Bond Registrar together with an assignment duly executed by the registered owner hereof 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 deliver in exchange for this bond a new bond or bonds, registered in the name of the transferee, of authorized denominations, 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 -8- . 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 Resolutions. 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 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 District, is within every debt and other limit prescribed by said Constitution or statutes. The faith and credit of the District 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 Resolutions mentioned herein 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 District has caused this bond [to be manually signed by] [to bear the facsimile signatures of] the Chairman of the governing body of the District and the Clerk of the District and [a facsimile of] its official seal to be [imprinted] [impressed] hereon, and this bond to be dated March 1, 1993. "0000000,,, .., n". ........ ,_o-J E. COlJ '1" flit' . "roc. .$....... Jt",J." .:: ,"," .e~ I 00. . .,.. .......... .0 -\.. , Go..g... [Qks \ ('1)\ o~. . : : c t: 0 <:) ~ \: ~ ID 0 0- g ~~.. .. lS!:: -: 'V."A" ~11 u~, o. ~.: \ ~ ....~. ~~M ~... ~ ~ ',r :>4 .......... 4 ~ ,'4' "I, .'.If) s!!~~l' ._-' ""DDDDDOOOO"" Sf~tJ - Chairman, governing body of New Hanover County Water and Sewer District ~~~~nty - Water and Sewer District -9- . 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. 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 resolutions. NEW HANOVER COUNTY WATER AND SEWER DISTRICT DIRECTOR OF FINANCE, as Bond Registrar By c~.~ AUthOriZed~gnatorY Date of Authentication: -J~?-'f (1']'[3 -10- . 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: -11- . 5. The Bonds maturing on and after August 1, 2004 shall be subject to redemption prior to their stated maturities at the option of the Issuer on or after August 1, 2003, 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 period of twelve months 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, 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 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 determine 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 forty-five (45) 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 redemption 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 principal 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. -12- . 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 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 redemp- tion, the registered owner thereof or his attorney or legal representative shall present and surrender such bond to the Bond Registrar for payment of the principal amount thereof so called for redemption and the redemption premium, if any, on such principal amount, and the Bond Registrar shall authenti- cate and deliver to or upon the order of such registered owner or his legal representative, without charge therefor, for the unredeemed portion of the principal 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. 6. 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 authenticate 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 principal amount equal to the unredeemed principal -13- . . . . 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 Registrar 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 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 exchange 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 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 this section. 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 registered owner thereof or his legal representative. All such payments 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 arrangements 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 principal, interest and any redemption premium with respect to the Bonds. The Director of Finance of the Issuer is hereby appointed the registrar, transfer agent and paying agent for the Bonds (collectively, the "Bond Registrar"), subject to the right of the governing 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. -14- . , ~ . 7. 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 accepted by said Local Government Commission. The Issuer hereby reserves the right to increase or decrease the aggregate principal amount of the Bonds by an amount not to exceed $1,435,000 following the opening of bids. The Issuer also hereby reserves the right to increase or decrease the principal amount of any maturity of the Bonds maturing in 1993 to 2011, inclusive, by an amount not to exceed $80,000 per maturity following the opening of the bids. In the event of such increase or decrease in the aggregate principal amount of the Bonds, the purchase price of the Bonds will be accordingly increased or decreased by the amount of such increase or decrease. 8. The Board of Commissioners of the County of New Hanover, sitting as the governing body of the Issuer, hereby approves the terms of the Escrow Deposit Agreement by and between the Issuer and First-citizens Bank & Trust Company, in the form presented to the Board (draft of 3/1/93) and hereby authorizes the officers of the Issuer designated therein to execute and deliver the Escrow Deposit Agreement in substantially such form with such changes and insertions as any of such officers shall deem necessary to accomplish the purposes for which the Bonds are being issued, their execution thereof constituting conclusive evidence of such approval. 9. The Chairman of the governing body of the Issuer, the Clerk of the Issuer and the Director of Finance 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 execute the Bonds and have the Bonds endorsed and authenticated 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 Chairman of the governing body of the Issuer, the Clerk of the Issuer, the Director of Finance of the Issuer, and 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. -15- \I .. J" 'li p 11. The Issuer covenants to comply with the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent required to preserve the exclusion from gross income of interest on the Bonds for Federal income tax purposes. 12. The power to make any election on behalf of the Issuer with respect to the arbitrage rebate provisions of the Code applicable to the Bonds is hereby delegated to the Chairman of the governing body of the Issuer and the Director of Finance of the Issuer. The motion having been duly seconded, and the resolution having been considered, it was adopted by the following vote: AYES: E.L. Mathews, Jr., Chairman Sandra &rrone, Vice-Chairman Robert G'. Greer William A. Caster William Sisson NAYS: None * * * * * -16-