2003-05-19 W&S Exhibits
BOND ORDER AUTHORIZING THE ISSUANCE OF
$7,000,000 GENERAL OBLIGATION REFUNDING BONDS
OF NEW HANOVER COUNTY WATER AND SEWER DISTRICT
WHEREAS, New Hanover County Water and Sewer District (the "District") has issued
General Obligation Refunding Bonds, Series 1994, dated January 1, 1994 and $5,795,000 of such Bonds
maturing in the years 2004 to 2012, inclusive, are outstanding (the "Outstanding Refunding Bonds");
and
WHEREAS, the Board of Commissioners ofthe County of New Hanover, sitting as the
governing body of the District, deems it advisable to refund the Outstanding Refunding Bonds pursuant
to and in accordance with The Local Government Finance Act; and
WHEREAS, an application has been filed with the Secretary of the Local Government
Commission of North Carolina requesting Commission approval ofthe Bonds hereinafter described as
required by The Local Government Finance Act, and the Secretary of the Local Government
Commission has notified the Board that the application has been accepted for submission to the Local
Government Commission; NOW, THEREFORE,
BE IT ORDERED by the Board of Commissioners of the County of New Hanover,
sitting as the governing body of New Hanover County Water and Sewer District, as follows:
Section 1. The Board of Commissioners of the County of New Hanover, sitting as the
governing body ofthe District, has ascertained and hereby determines that it is advisable to refund the
Outstanding Refunding Bonds.
Section 2. In order to raise the money required to refund the Outstanding Refunding
Bonds as set forth above, in addition to any funds which may be made available for such purpose from
any other source, bonds of the District are hereby authorized and shall be issued pursuant to The Local
Government Finance Act of North Carolina. The maximum aggregate principal amount of bonds
authorized by this bond order shall be $7,000,000.
Section 3. A tax sufficient to pay the principal of and interest on said bonds when due
shall be annually levied and collected.
Section 4. A sworn statement of the District's debt has been filed with the Clerk of the
Board of Commissioners and of the District and is open to public inspection.
Section 5. This bond order shall take effect upon its adoption.
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NEW HANOVER COUNTY
W~SErRICT
/ /{J;f IJ .
Robert G. Greer, Chairman
ATTEST:
~J\y(;V~
Cl k to the Board
AFFIDA VIT OF PUBLICA TION
STATE OF NORTH CAROLINA
COUNTY OF NEW HANOVER
"BOND ORDER AUTHOR-
IZING THE ISSUANCE OF
$7,000,000 GENERAL
OBLIGATION REFUNDING
BONDS OF NEW HANO-
'VER'C0UNTY WATER .AN D
SEWER DISTRICT" ,
WHEREAS, New Hanover
County Water and Sewer
District (the, "District")
has issued General Obli-
gation Refunding Bonds,
Series 1994, dated Janu-
ary 1, 1994 and
$5,795,000 of such Bonds
maturing in the years
2004 to 2012, inclusive,
are ol~t5tanding (the
"Outstanding Refunding
Bonds"); and
I WHEREAS, the Board of
I Commissioners of the
County of New Hanover;
sitting as the governing
body of the District.
deems it advisable to re-
fund the Outstanding Re-
fundi,(lg Bonds pursuant
to and in accordance with
The Local Govemment Fi-
nance Act; and
WHEREAS, an application
has been filed with the i
Secretary of the Local
Government Commission
of North Carolina request'
ing Commission approval
of the Bonds hereinafter'
,described as required 'by
The Local Govemment Fi-
nance Act, and the Secre- .
tary of the Local Govem- I
ment Commission has no. '
tifled the Board that the'
application has been ac'
cepted for submission to
the Local' 'Govemment
Commission; NOW,
THEREFORE,
BE IT 'ORDERED by the
Board of Commissioners
of the County of New
Hanover, sitting as the
goveming body of New
Hanover County Water
and Sewer District, as fol-
lows:
Section 1. The Board of
, Commissioners' of the
County of f'Jew Hanover,
sitting as the' goveming
body of the' District, has
ascertained and, hereby
determines that it is ad-
visable ,to refund the Out-
standing ", Refunding
Bonds.
Section 2, 'In order to
raise the money required
to refund the Outsta(ldlng
Refunding Bo'nds,. as . set
forth above, in addition to
any funds which may be
made available for such
purpose from any' other
source, bonds of. the Dis-
trict are hereby author-
ized and, shall be i5sued '
3~';;'~~~e~f Fi~~~ceLO~~: : aforegoing affidavit with the advertisement thereto annexed it is adjudged by the Court that the said
of North Carolina. J~e oroperly made, and that the summons has been duly and legally served on the defendant(s).
~i~~~rn am~G~tegaof I
bonds authorized by this I
bond order shall be of
$7,000,000.
Section 3. A tax sufficient,
to pay the principal of
and interest on said
bonds when due shall be
annually levied and col-
lected.
'Section. 4. A. sworn
statement of the'. Dis-
trict's debt has been filed
with the Clerk of the
Board of Commissioners
and of the District and is
open to public inspection.
Section 5. This bond or.
der shall take effect upon
its adoption.
The foregoing bond order
was adootedon the 19th
NOTICE OF ADOPTION OF '
BOND. ORDER
put
Thi
Before the undersigned, a Notary Public of Said County and State,
DIANE P. KEENAN
Who, being duly sworn or affirmed, according to the law, says that he/she is
CLASSIFIED ADVERTISING MANAGER
of THE WILMINGTON STAR-NEWS, INC., a corporation organized and doing business under
the Laws of the State of North Carolina, and publishing a newspaper known as WILMINGTON
MORNING STAR & SUNDAY STA.~-NEWS in the City of Wilmington
NOTICE OF ADOPTION OF BOND ORDER BOND ORDER AUTHORIZING THE
ISSUANCE OF $7,000,000 GENERAL OBLIGATION REFUNDING BONDS OF NEW
HANOVER COUNTY WATER AND SEWER DISTRICT WHEREAS, New Hanover County
Water and Sewer District (the District) has issued General 0
was inserted in the aforesaid newspaper in space, and on dates as follows:
5/22 Ix
And at the time of such publication Wilmington Star-News was a newspaper meeting all the
requirements and qualifications prescribed by Sec. No. 1-597 G.S. of N.C.
~(J~l
Title: CLASSIFIED ADVER. MGR
scribed before me this ~-< ? day of
om or affirmed to, and s
,A.D.,
In Te . ony Whereof, I have hereunto set my hand and affixed my official seal, the day and
ye" afme"id. /U //)
~..rI/- C:~ A AA)
Notary Public
My commi"ion expi,e, -1L day Of~, 20120
Clerk of Superior Court
EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS OF THE COUNTY OF NEW
HANOVER, SITTING AS THE GOVERNING BODY OF NEW HANOVER COUNTY WATER AND
SEWER DISTRICT
The District Board of Commissioners of the County of New Hanover (the "County") held a meeting at the Historic
New Hanover County Courthouse, 24 North Third Street, Room 301, Wilmington, North Carolina on May 19,2003
at 9:00 a.m.. The following Commissioners were:
Present:
Robert G. Greer, Chairman
Nancy H. Pritchett, Vice-Chairman
Julia Boseman, Commissioner
William A. Caster, Commissioner
Ted Davis, Jr., Commissioner
Also present were:
Allen O'Neal, County Manager
Wanda M. Copley, County Attorney
Lucie F. Harrell, Clerk to the Board
* * * * * * *
The Clerk of the County Board of Commissioners and of New Hanover County Water and Sewer District
reported to the Board of Commissioners, sitting as the governing body of the District, that the bond order entitled,
"BOND ORDER AUTHORIZING THE ISSUANCE OF $7,000,000 GENERAL OBLIGATION REFUNDING
BONDS OF NEW HANOVER COUNTY WATER AND SEWER DISTRICT," which had been introduced on May
5,2003, had been published on May 9, 2003, with notice that the Board would hold a public hearing thereon on May
19,2003, at 9:00 o'clock, A.M. The Clerk ofthe County Board of Commissioners and of New Hanover County Water
and Sewer District also reported that the District's Finance Officer had filed in the Clerk's office a statement of debt
complying with the provisions of The Local Government Bond Act, and such statement as filed showed the net
indebtedness of the District to be .235% of the assessed valuation of property in the District subject to taxation.
Commissioner Julia Boseman moved that the County Board of Commissioners, sitting as the governing body
of the District, proceed to hold a public hearing on the refunding bond order. The motion was seconded by
Commissioner Nancv H. Pritchett and was unanimously adopted.
At 10:55 o'clock, A.M., the Chairman of the governing body of the District announced that the Board would
hear anyone who wished to be heard on the questions of the validity of the refunding bond order and the advisability
of issuing the refunding bonds. At the direction of the governing body of the District, the Clerk of the Board of
Commissioners and of the District read the refunding bond order and the published notice of hearing.
After the Board had heard all persons who requested to be heard in connection with the foregoing questions,
Commissioner William A. Caster moved that the public hearing be closed. The motion was seconded b'Commissioner
Julia Boseman and was unanimously adopted.
Commissioner Julia Boseman moved that the County Board of Commissioners, sitting as the governing body
of the District, adopt, without change or amendment, and direct the Clerk of the Board of Commissioners and of the
District to publish as prescribed by The Local Government Bond Act the bond order entitled, "BOND ORDER
AUTHORIZING THE ISSUANCE OF $7,000,000 GENERAL OBLIGATION REFUNDING BONDS OF NEW
HANOVER COUNTY WATER AND SEWER DISTRICT," introduced at the meeting of the County Board of
Commissioners, sitting as the governing body of the District, held on May 5, 2003. The motion was seconded by
Commissioner William A. Caster and was adopted by the following vote:
AYES:
Robert G. Greer, Chairman
Nancy H. Pritchett, Vice-Chairman
Julia Boseman, Commissioner
William A. Caster, Commissioner
Ted Davis, Jf., Commissioner
NAYS:
None.
*****
2
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 the New Hanover County Water and Sewer District, North Carolina (the "District") DO HEREBY CERTIFY,
as follows:
1. A regular meeting of the Board of Commissioners of the County of New Hanover, sitting
as the governing body ofthe New Hanover County Water and Sewer District, was duly held on May 19,2003, 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, thi~ 'Uday of May, 2003.
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Cl rk of the Board of Commissioners of
the unty of New Hanover and Clerk of New Hanover
County Water and Sewer District, North Carolina
A RESOLUTION
OF THE
NEW HANOVER COUNTY
BOARD OF COMMISSIONERS
WHEREAS, the bond orders hereinafter described have taken effect, 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 ofthe County of New Hanover, 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 refunding bond orders adopted by the governing
body of the Issuer on May 5, 2003 and May 19,2003, and subject to Section 9 hereof, the Issuer
shall issue its bonds of the aggregate principal amount of$15,825,000.
2. The bonds shall be designated "Refunding Bonds, Series 2003" (hereinafter referred to
as the "Bonds"). The bonds shall be deemed to refund the bonds being refunded within the period
of usefulness ofthe capital projects re-financed by such bonds being refunded.
3. The Bonds shall be dated June 1, 2003 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 December 1, 2003 and semi-annually thereafter on June 1 and December 1, The Bonds
shall mature, subject to adjustment as hereinafter set forth, annually on June 1, as follows:
Principal Principal
Year Amount Year Amount
2004 $ 1,010,000 2009 $ 1,810,000
2005 2,750,000 2010 1,815,000
2006 1,855,000 2011 1,805,000
2007 1,830,000 2012 1,135,000
2008 1,815,000
Interest 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.
4. 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 ofDTC and its participants pursuant to rules and procedures established by
1
DTC. Interest on the Bonds will be payable at the times stated in the preceding paragraph, and
principal of the Bonds will be paid annually on June 1, as set forth in the foregoing maturity
schedule, to DTC or its nominee as registered owner ofthe Bonds. Transfer of principal and interest
payments to participants ofDTC will be the responsibility ofDTC; transfer ofprincipal and interest
payments to beneficial owners by participants ofDTC 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 ofthe Bonds would adversely affect the interests ofthe beneficial owners of
the Bonds, the Issuer will discontinue the book entry system with DTC. Ifthe Issuer fails to identify
another qualified securities depository to replace DTC, the Issuer will authenticate and deliver
replacement Bonds in the form of fully registered certificates.
Each Bond shall bear interest from the interest payment date next preceding the date on
which it is authenticated unless it is (a) authenticated upon an interest payment date in which event
it shall bear interest from such interest payment date, or (b) authenticated prior to the first interest
payment date in which event it shall bear interest from its date; provided, however, that if aUhe time
of authentication interest is in default, sllch Bond shall bear interest from the date to which interest
has been paid.
The principal of and the interest on the Bonds shall be payable 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.
5. The Bonds shall bear the manual or facsimile signatures ofthe Chairman ofthe governing
body and the Clerk ofthe Issuer and the official seal or a facsimile of the official seal ofthe Issuer
shall be impressed or imprinted, as the case may be, on the Bonds.
The certificate of the Local Government Commission of North Carolina to be endorsed on
all Bonds shall bear the manual or facsimile signature of the Secretary of said Commission or of a
representative designated by said Secretary and the certificate of authentication ofthe Bond Registrar
to be endorsed on all Bonds shall be manually executed.
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.
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.
6. The Bonds and the endorsements thereon shall be in substantially the following form:
3
NO.R-
$
United States of America
State of North Carolina
NEW HANOVER COUNTY WATER AND SEWER DISTRICT
REFUNDING BOND, SERIES 2003
INTEREST
RATE
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
%
June 1,
June 1,2003
REGISTERED OWNER: CEDE & CO.
PRlNCIP AL SUM:
DOLLARS
New Hanover County Water and Sewer District (hereinafter referred to as "District"), a body
politic and corporate in the State of North Carolina, acknowledges itself indebted and for value
received hereby promises to pay to the registered owner named above, on the maturity date specified
above, upon surrender hereof, at the office ofthe Finance Officer ofthe 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, such interest to the maturity hereof being payable on December 1,2003 and semi-
annually thereafter on June 1 and December 1 of each year, at the rate per annum specified above,
until payment of such principal sum. The interest so payable on any such interest payment date will
be paid to the person in whose name this bond is registered at the close of business on the record date
for such interest, which shall be the fifteenth day of the calendar month (whether or not a business
day) next preceding such interest payment date. Both the principal of and the interest on this bond
shall be paid in any coin or currency of the United States of America that is legal tender for the
payment of public and private debts on the respective dates of payment thereof.
This bond is issued in accordance with the Registered Public Obligations Act, Chapter 159E
of the General Statutes of North Carolina, and pursuant to The Local Government Finance Act of
the State of North Carolina, as amended, bond orders adopted by the governing body ofthe District
on May 5, 2003 and May 19,2003 (the "Bond Orders") and resolutions adopted by said governing
body on May 19,2003 and June 2,2003 (collectively, the "Resolution") to refund and redeem the
District's outstanding Refunding Bonds, Series 1993, and Refunding Bonds, Series 1994.
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 ("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 and interest
payments to participants ofDTC will be the responsibility ofDTC; transfer of principal and interest
payments to beneficial owners by participants ofDTC 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 his office the books of said District for the registration and
registration oftransfer of bonds. The transfer ofthis bond may be registered only upon such books
upon the surrender hereof to the Bond Registrar together with an assignment duly executed by the
registered ownerhereof 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.
Bonds, upon surrender thereof at the office ofthe 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 registered bonds of the same maturity, of any
authorized denomination or denominations and bearing interest at the same rate.
It is hereby certified and recited that all conditions, acts and things required by the
Constitution or statutes ofthe 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 ofthe District are hereby
pledged to the punctual payment ofthe 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 Orders or the Resolution mentioned herein until this bond shall
have been endorsed by the authorized representative ofthe Local Government Commission of North
Carolina and authenticated by execution by the Bond Registrar.
5
IN WITNESS WHEREOF, the District has caused this bond to be manually signed by the
Chairman of the governing body and the Clerk of the District and its official seal to be impressed
or imprinted hereon, and this bond to be dated June 1,2003 .
Chairman of the Governing Body, New
Hanover County Water and Sewer District
(SEAL)
Clerk, New Hanover County Water and Sewer
District
6
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 ofthe Bonds of the issue designated herein and issued under the provisions
of the within-mentioned bond orders and resolution.
NEW HANOVER COUNTY WATER AND SEWER DISTRICT
Finance Officer, as Bond Registrar
By
Authorized Signatory
Date of Authentication:
7
ASSIGNMENT
FOR V ALUE 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:
Notice: Signature must be guaranteed by an
institution which is a participant in the Securities
Transfer Agent Medallion Program (STAMP) or
similar program in accordance with Securities
and Exchange Commission Rule 17 Ad-I5
8
7. The Bonds are not subject to redemption prior to their stated maturities.
8. 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 ofthe 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 amount of such Bond so surrendered, ofthe 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 oftransfer of Bonds sufficient to reimburse it for any tax or other governmental charge
required to be paid with respect to such exchange or registration oftransfer, but no other charge shall
be made for exchanging or registering the transfer of Bonds under this Resolution.
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 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 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 and for the timely payment of principal and interest with respect to the Bonds.
The Finance Officer of the Issuer is hereby appointed the registrar, transfer agent and paying agent
for the Bonds (collectively, the "Bond Registrar"), subject to the right ofthe governing body of the
9
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.
9. 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 $1,500,000
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 by an amount not to exceed $275,000 per maturity
following the opening of bids. In the event of an increase or decrease in the aggregate principal
amount of the Bonds, the purchase price of the Bonds (including any premium or discount) will be
increased or decreased.
10. The Chairman ofthe governing body and the Clerk ofthe Issuer and the Finance Officer
of the Issuer are hereby authorized and directed to cause the Bonds to be prepared and, when they
shall have been duly sold by the 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.
11. The Preliminary Official Statement dated on or about May 19, 2003 setting forth
financial and statistical data in connection with the offering ofthe Bonds (the "Official Statement")
is hereby approved. In connection with this approval, the governing body of the Issuer has examined
copies of the Official Statement and has, to the extent and in the manner it has deemed necessary,
discussed the contents thereof with officers ofthe administration ofthe Issuer. The governing body
of the Issuer does hereby recite that, upon its examination and discussions, nothing has come to its
attention which would lead it to believe that said Official Statement contains any untrue statement
of a material fact or omits to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading. The Chairman of the
governing body, the County Manager and the Finance Officer of the Issuer are each hereby
authorized to approve changes in such Official Statement and to execute such Official Statement for
and on behalf of the Issuer.
12. The Issuer covenants to do and perform all acts and things permitted by law necessary
to assure that interest paid on the Bonds be and remain excluded from gross income of the owners
thereof for federal income tax purposes.
10
13. The Issuer hereby undertakes, for the benefit of the beneficial owners of the Bonds, to
provide continuing disclosure, as follows:
(a) by not later than seven months from the end of each fiscal year of the Issuer,
commencing with the fiscal year ending June 30, 2003, to each nationally recognized
municipal securities information repository ("NRMSIR") and to the state information
depository for the State of North Carolina ("SID"), if any, audited financial
statements ofthe County of New Hanover for such fiscal year, if available, prepared
in accordance with Section 159-34 of the General Statutes of North Carolina, as it
may be amended from time to time, or any successor statute, provided the audited
financial statements of the County include financial information of the Issuer as a
constituent part thereof, or, if such audited financial statements ofthe County of New
Hanover are not available by seven months from the end of such fiscal year,
unaudited financial statements of the County of New Hanover for such fiscal year to
be replaced subsequently by audited financial statements of the County of New
Hanover to be delivered within 15 days after such audited financial statements
become available for distribution, provided the audited financial statements of the
County include financial information of the Issuer as a constituent part thereof;
(b) by not later than seven months from the end of each fiscal year of the Issuer,
commencing with the fiscal year ending June 30, 2003, to each NRMSIR, and to the
SID, if any, (i) the financial and statistical data as of a date not earlier than the end
of such fiscal year for the type of information included under the heading liThe
District-Debt Information", "The District- Tax Information" and "The District-Public
Utility Services-Sources and Uses of Revenue" in the Official Statement and (ii) the
combined budget of the Issuer for the current fiscal year, to the extent such items are
not included in the audited financial statements referred to in (a) above;
(c) in a timely manner, to each NRMSIR or to the Municipal Securities Rulemaking
Board ("MSRB"), and to the SID, if any, notice of any of the following events with
respect to the Bonds, if material:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on debt service reserves reflecting financial difficulties;
(4) unscheduled draws on credit enhancements reflecting financial difficulties;
11
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions or events affecting the tax-exempt status ofthe Bonds;
(7) modification to the rights of securities holders;
(8) bond calls;
(9) defeasances;
(10) release, substitution or sale of property securing repayment of the Bonds;
(11) rating changes; and
(d) in a timely manner, to each NRMSIR or to the MSRB, and to the SID, if any, notice
of a failure of the Issuer to provide required annual financial information described
in (a) or (b) above on or before the date specified.
If the Issuer fails to comply with the undertaking described above, any beneficial owner of
the Bonds may take action to protect and enforce the rights of all beneficial owners with respect to
such undertaking, including an action for specific performance; provided, however, that failure to
comply with such undertaking shall not be an event of default and shall not result in any acceleration
of payment ofthe Bonds. All actions shall be instituted, had and maintained in the manner provided
in this paragraph for the benefit of all beneficial owners of the Bonds.
The Issuer reserves the right to modify from time to time the information to be provided to
the extent necessary or appropriate in the judgment of the Issuer, provided that any such
modification will be done in a manner consistent with Rule 15c2-12 issued under the Securities
Exchange Act of 1934, as it may be amended from time to time ("Rule 15c2-12"), and provided
further that:
(a) any such modification may only be made in connection with a change in
circumstances that arises from a change in legal requirements, change in law, or
change in the identity, nature, or status of the Issuer;
(b) the information to be provided, as modified, would have complied with the
requirements of Rule 15c2-12 as ofthe date ofthe Official Statement relating to the
Bonds, after taking into account any amendments or interpretations of Rule 15c2-12,
as well as any changes in circumstances; and
12
(c) any such modification does not materially impair the interests of the beneficial
owners, as determined either by parties unaffiliated with the Issuer (such as bond
counsel), or by the approving vote ofthe registered owners of a majority in principal
amount of the Bonds pursuant to the terms of this resolution, as it may be amended
from time to time, at the time of the amendment.
Any annual financial information containing modified operating data or financial information
shall explain, in narrative form, the reasons for the modification and the impact ofthe change in the
type of operating data or financial information being provided.
The provisions of this Section 13 shall terminate upon payment, or provisions having been
made for payment in a manner consistent with Rule 15c2-12, in full of the principal of and interest
on all of the Bonds.
14. The Blanket Letter of Representations requested of the Issuer by DTC is hereby
approved.
15. The Chairman ofthe governing body and the Clerk of the Issuer, the County Manager,
the Finance Officer and the other officers ofthe 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.
,.U This the 19th day of May, 2003.
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ATTEST:
NEW HANOVER COUNTY
W A ~N~ SfWFJ- DISTRICT
//4d~
Robert G. Greer, Chairman
13
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 the New Hanover County Water and Sewer District (the "District") DO HEREBY
CERTIFY, as follows:
1. A regular meeting of the Board of Commissioners of the County of New Hanover,
sitting as the governing body of New Hanover County Water and Sewer District, was duly held
on May 19, 2003, 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
~eferred 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 thi~~ay of May, 2003 .
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Cl rk, Board of Commissioners of the County
of ew Hanover and Clerk of the New Hanover
County Water and Sewer District, North
Carolina
EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS
OF THE COUNTY OF NEW HANOVER. SITTING AS THE GOVERNING BODY OF
NEW HANOVER COUNTY WATER AND SEWER DISTRICT
The District Board of Commissioners of the County of New Hanover (the "County") held a
meeting at the Historic New Hanover County Courthouse, 24 North Third Street, Room 301,
Wilmington, North Carolina on May 19,2003 at 9:15 a.m.. The following Commissioners were:
Present: Robert G. Greer, Chairman
Nancy H. Pritchett, Vice-Chairman
Julia Boseman, Commissioner
William A. Caster, Commissioner
Ted Davis, Jr., Commissioner
Also present were: Allen O'Neal, County Manager
Wanda M. Copley, County Attorney
Lucie F. Harrell, Clerk to the Board
* * * * * * * *
Commissioner Julia Boseman presented the following resolution and moved that it be
adopted:
I
WHEREAS, the bond orders hereinafter described have taken effect, 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,
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 refunding bond orders adopted by the
governing body of the Issuer on May 5, 2003 and May 19, 2003, and subject to Section 9 hereof,
the Issuer shall issue its bonds of the aggregate principal amount of$15,825,000,
2. The bonds shall be designated "Refunding Bonds, Series 2003" (hereinafter referred
to as the "Bonds"). The bonds shall be deemed to refund the bonds being refunded within the
period of usefulness of the capital projects re-financed by such bonds being refunded.
3. The Bonds shall be dated June I, 2003 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 December 1, 2003 and semi-annually thereafter on June 1 and December 1. The
Bonds shall mature, subject to adjustment as hereinafter set forth, annually on June 1, as follows:
Principal Principal
Year Amount Year Amount
2004 $ 1,010,000 2009 $ 1,810,000
2005 2,750,000 2010 1,815,000
2006 1,855,000 2011 1,805,000
2007 1,830,000 2012 1,135,000
2008 1,815,000
Interest 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 ofthe calendar month (whether or not a business day) next preceding a debt service
payment date.
4. 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 June 1, as set forth in the foregoing maturity
schedule, to DTC or its nominee as registered owner of the Bonds. Transfer of principal and
interest payments to participants of DTC will be the responsibility of DTC; transfer of principal
and interest payments to beneficial owners by participants of DTC will be the responsibility of
such participants and other norninees 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 contipuation of the book entry system of evidence and
transfer of ownership of the Bonds would adversely affect the interests of the beneficial owners
of the Bonds, the Issuer will discontinue the book entry system with DTC. If the Issuer fails to
identify another qualified securities depository to replace DTC, the Issuer will authenticate and
deliver replacement Bonds in the form of fully registered certificates.
Each Bond shall bear interest from the interest payment date next preceding the date on
which it is authenticated unless it is (a) authenticated upon an interest payment date in which
event it shall bear interest from such interest payment date, or (b) authenticated prior to the first
interest payment date in which event it shall bear interest from its date; provided, however, that
if at the time of authentication interest is in default, such Bond shall bear interest from the date
to which interest has been paid.
The principal of and the interest on the Bonds shall be payable 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.
5, The Bonds shall bear the manual or facsimile signatures of the Chairman of the
governing body 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 Commission or
of a representative designated by said Secretary and the certificate of authentication of the Bond
Registrar to be endorsed on all Bonds shall be manually executed.
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
pefore 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.
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.
6. The Bonds and the endorsements thereon shall be in substantially the following form:
3
NO.R-
$
United States of America
State of North Carolina
NEW HANOVER COUNTY WATER AND SEWER DISTRICT
REFUNDING BOND, SERIES 2003
INTEREST
RATE
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
%
June 1,_
June 1, 2003
REGISTERED OWNER: CEDE & CO.
PRlNCIP AL SUM:
DOLLARS
New Hanover County Water and Sewer District (hereinafter referred to as "District"), a
body politic and corporate in the State of North Carolina, acknowledges itself indebted and for
value received hereby promises to pay to the registered owner named above, on the maturity date
specified above, upon surrender hereof, at the office of the Finance Officer 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, such interest to the maturity hereof being payable on
December 1, 2003 and semi-annually thereafter on June 1 and December 1 of each year, at the
rate per annum specified above, until payment of such principal sum. The interest so payable on
any such interest payment date will be paid to the person in whose name this bond is registered
at the close of business on the record date for such interest, which shall be the fifteenth day of
the calendar month (whether or not a business day) next preceding such interest payment date,
Both the principal of and the interest on this bond shall be paid in any coin or currency of the
United States of America that is legal tender for the payment of public and private debts on the
respective dates of payment thereof.
This bond is issued in accordance with the Registered Public Obligations Act, Chapter
159E of the General Statutes of North Carolina, and pursuant to The Local Government Finance
Act of the State of North Carolina, as amended, bond orders adopted by the governing body of
the District on May 5, 2003 and May 19, 2003 (the "Bond Orders") and resolutions adopted by
said governing body on May 19,2003 and June 2, 2003 (collectively, the "Resolution") to refund
and redeem the District's outstanding Refunding Bonds, Series 1993, and Refunding Bonds,
Series 1994.
4
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 ("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 and interest payments to participants of DTC will be the responsibility of DTC; transfer
of principal and interest payments to beneficial owners by participants of DTC will be the
responsibility of such participants and other nominees of beneficial owners. 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 his office the books of said District for the registration
and registration of transfer of bonds. The transfer of this 'bond may be registered only upon such
books 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.
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 registered bonds of the same
maturity, of any authorized denomination or denominations and bearing interest at the same rate,
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 Orders or the Resolution mentioned herein until this bond
shall have been endorsed by the authorized representative of the Local Government Commissionnof North Carolina and authenticated by execution by the Bond Registrar.
5
IN WITNESS WHEREOF, the District has caused this bond to be manually signed by the
Chairman of the governing body and the Clerk of the District and its official seal to be impressed
or imprinted hereon, and this bond to be dated June 1, 2003 .
Chairman of the Governing Body, New
Hanover County Water and Sewer District
(SEAL)
Clerk, New Hanover County Water and Sewer
District
6
CERTIFICA TE 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 orders and resolution.
NEW HANOVER COUNTY WATER AND SEWER DISTRICT
Finance Officer, as Bond Registrar
By
Authorized Signatory
Date of Authentication:
7
ASSIGNMENT
FOR V ALUE 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:
Notice: Signature must be guaranteed by an
institution which is a participant in the
Securities Transfer Agent Medallion Program
(STAMP) or similar program in accordance
with Securities and Exchange Commission
Rule 17Ad-15
8
7. The Bonds are not subject to redemption prior to their stated maturities.
8. 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 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.
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 ofthe
principal 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 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 and for the timely payment of principal and interest with respect to the
Bonds. The Finance Officer 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 ofthe Issuer for the
registration, registration of transfer, exchange and payment of the Bonds as provided in this
Resolution.
9
9. 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
$1,500,000 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 by an amount not to exceed
$275,000 per maturity following the opening of bids. In the event of an increase or decrease in
the aggregate principal amount of the Bonds, the purchase price of the Bonds (including any
premium or discount) will be increased or decreased.
10. The Chairman of the governing body and the Clerk of the Issuer and the Finance
Officer of the Issuer are hereby authorized and directed to cause the Bonds to be prepared and,
when they shall have been duly sold by the 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.
11. The Preliminary Official Statement dated on or about May 19, 2003 setting forth
financial and statistical data in connection with the offering of the Bonds (the "Official
Statement") is hereby approved. In connection with this approval, the governing body of the
Issuer has examined copies of the Official Statement and has, to the extent and in the manner it
has deemed necessary, discussed the contents thereof with officers of the administration of the
Issuer. The governing body of the Issuer does hereby recite that, upon its examination and
discussions, nothing has come to its attention which would lead it to believe that said Official
Statement contains any untrue statement of a material fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading. The Chairman of the governing body, the County Manager and the
Finance Officer of the Issuer are each hereby authorized to approve changes in such Official
Statement and to execute such Official Statement for and on behalf of the Issuer.
12. The Issuer covenants to do and perform all acts and things permitted by law
necessary to assure that interest paid on the Bonds be and remain excluded from gross income of
the owners thereof for federal incorne tax: purposes.
13. The Issuer hereby undertakes, for the benefit of the beneficial owners of the Bonds, to
provide continuing disclosure, as follows:
(a) by not later than seven months from the end of each fiscal year of the Issuer,
commencing with the fiscal year ending June 30, 2003, to each nationally
recognized municipal securities information repository ("NRMSIR") and to the
state information depository for the State of North Carolina ("SID"), if any,
audited financial statements of the County of New Hanover for such fiscal year, if
available, prepared in accordance with Section 159-34 of the General Statutes of
North Carolina, as it may be amended from time to time, or any successor statute,
provided the audited financial statements of the County include financial
10
information of the Issuer as a constituent part thereof, or, if such audited financial
statements of the County of New Hanover are not available by seven months from
the end of such fiscal year, unaudited financial statements of the County of New
Hanover for such fiscal year to be replaced subsequently by audited financial
statements of the County of New Hanover to be delivered within 15 days after
such audited financial statements become available for distribution, provided the
audited financial statements of the County include financial information of the
Issuer as a constituent part thereof;
(b) by not later than seven months from the end of each fiscal year of the Issuer,
commencing with the fiscal year ending June 30, 2003, to each NRMSIR, and to
the SID, if any, (i) the financial and statistical data as of a date not earlier than the
end of such fiscal year for the type of information included under the heading
"The District-Debt Information", "The' District-Tax Information" and "The
District-Public Utility Services-Sources and Uses of Revenue" in the Official
Statement and (ii) the combined budget of the Issuer for the current fiscal year, to
the extent such items are not included in the audited financial statements referred
to in (a) above;
(c) in a timely manner, to each NRMSIR or to the Municipal Securities Rulemaking
Board ("MSRB"), and to the SID, if any, notice of any of the following events
with respect to the Bonds, if material:
(I) principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on debt servIce reserves reflecting financial
difficulties;
(4) unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions or events affecting the tax-exempt status of the
Bonds;
(7) modification to the rights of securities holders;
(8) bond calls;
(9) defeasances;
(10) release, substitution or sale of property securing repayment ofthe Bonds;
(11) rating changes; and
11
(d) in a timely manner, to each NRMSIR or to the MSRB, and to the SID, if any,
notice of a failure of the Issuer to provide required annual financial information
described in (a) or (b) above on or before the date specified.
If the Issuer fails to comply with the undertaking described above, any beneficial owner
of the Bonds may take action to protect and enforce the rights of all beneficial owners with
respect to such undertaking, including an action for specific performance; provided, however,
that failure to comply with such undertaking shall not be an event of default and shall not result
in any acceleration of payment of the Bonds. All actions shall be instituted, had and maintained
in the manner provided in this paragraph for the benefit of all beneficial owners of the Bonds.
The Issuer reserves the right to modify from time to time the information to be provided
to the extent necessary or appropriate in the judgment of the Issuer, provided that any such
modification will be done in a manner consistent with Rule 15c2-12 issued under the Securities
Exchange Act of 1934, as it may be amended from time to time ("Rule 15c2-12"), and provided
further that:
(a) any such modification may only be made in connection with a change in
circumstances that arises from a change in legal requirements, change in law, or
change in the identity, nature, or status of the Issuer;
(b) the information to be provided, as modified, would have complied with the
requirements of Rule 15c2-12 as of the date of the Official Statement relating to
the Bonds, after taking into account any amendments or interpretations of Rule
15c2-12, as well as any changes in circumstances; and
(c) any such modification does not materially impair the interests of the beneficial
owners, as determined either by parties unaffiliated with the Issuer (such as bond
counsel), or by the approving vote of the registered owners of a majority in
principal amount of the Bonds pursuant to the terms of this resolution, as it may
be amended from time to time, at the time of the amendment.
Any annual financial information containing modified operating data or financial
information shall explain, in narrative form, the reasons for the modification and the impact of
the change in the type of operating data or financial information being provided.
The provisions of this Section 13 shall terminate upon payment, or provisions having
been made for payment in a manner consistent with Rule 15c2-12, in full of the principal of and
interest on all of the Bonds.
14. The Blanket Letter of Representations requested of the Issuer by DTC is hereby
approved.
15. The Chairman of the governing body and the Clerk of the Issuer, the County
Manager, the Finance Officer and the other officers of the Issuer are hereby authorized and
directed to execute and deliver for and on behalf of the Issuer any and all financing statements,
certificates, documents or other papers and to perform any and all acts they may deem necessary
12
or appropriate III order to carry out the intent of this Resolution and the matters herein
authorized.
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The motion having been duly seconded by Commissioner William A. Caster, and the
resolution having been considered, it was adopted by the following vote:
AYES:
Robert G, Greer, Chairman
Nancy H. Pritchett, Vice-Chairman
Julia Boseman, Commissioner
William A. Caster, Commissioner
Ted Davis, Jr., Commissioner
NAYS:
None.
* * * * *
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