1993-02-24 W&S SpM Exhibits
STATE OF NORTH CAROLINA
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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,
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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
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Chairman Mathews presented the following
resolution and moved that it be adopted:
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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.
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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.
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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
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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
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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
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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.
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Chairman, governing body of
New Hanover County Water
and Sewer District
~~~~nty -
Water and Sewer District
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.
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
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.
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:
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.
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.
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.
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
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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.
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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.
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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
*
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*
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