1998-07-13 RM Extract
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EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS
A meeting of the Board of Commissioners for the County of New Hanover, North
Carolina, was held in the New Hanover County Courthouse, 24 North Third Street, Room 30 I,
Wilmington, North Carolina, at 6.30 P.M. on July 13, 1998.
Present: Chairman William A. Caster. Commissioner Charles Howell. Commissioner Ted
Davis. Jf. and Commissioner Buzz Birzenieks
Absent: Vice Chairman Robert G. Greer
Also present: Allen O'Neal. Countv Manager and Wanda M. COD lev. Countv Attornev
* * *
Chairman William A. Caster
moved that it be adopted:
introduced the following resolution and
WHEREAS, the bond orders hereinafter described have taken effect, and it is desirable to
make provision for the issuance of bonds authorized thereby;
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the County
of New Hanover, North Carolina (the "Issuer"), as follows:
I Pursuant to and in accordance with the school bond order adopted by the Board of
Commissioners on September 2, 1997, the Issuer shall issue its bonds in the aggregate principal
amount of$14,000,000. The period of usefulness of the capital projects to be financed by the
issuance of the bonds is a period of 40 years, computed from August 1 1998.
2. Pursuant to and in accordance with the community college bond order adopted by
the Board of Commissioners on January 3, 1994, the Issuer shall issue its bonds in the aggregate
principal amount of$9,000,000 The period of usefulness of the capital projects to be financed
by the issuance of the bonds is a period of 40 years, computed from August 1 1998.
3 Pursuant to and in accordance with the community college bond order adopted by
the Board of Commissioners on September 2, 1997 the Issuer shall issue its bonds in the
aggregate principal amount of$10,000,000 The period of usefulness of the capital projects to be
financed by the issuance of the bonds is a period of 40 years, computed from August I, 1998.
4 The bonds to be issued pursuant to the bond orders described in the preceding
paragraphs I to 3, inclusive, shall be issued as one consolidated bond issue in the principal
amount of$33,000,000 and designated "General Obligation Public Improvement Bonds, Series
1998" (the "Bonds"). The Board of Commissioners has ascertained and hereby determines that
the average period of usefulness declared in the preceding paragraphs I to 3, inclusive, is not less
than 40 years computed from the date ofthe Bonds. The Bonds shall be dated August I, 1998,
and shall bear interest from their date at a rate or rates that shall be determined upon the public
sale of the Bonds, and interest shall be payable on February I 1999, and semi-annually thereafter
on August I and February I The Bonds shall mature, subject to the right of prior redemption as
hereinafter described, annually on February I, as follows:
Principal Principal
Year Amount Year Amount
2000 $1,650,000 2010 $1,650,000
2001 1,650,000 2011 1,650,000
2002 1,650,000 2012 1,650,000
2003 1,650,000 2013 1,650,000
2004 1,650,000 2014 1,650,000
2005 1,650,000 2015 1,650,000
2006 1,650,000 2016 1,650,000
2007 1,650,000 2017 2,475,000
2008 1,650,000 2018 2,475,000
2009 1,650,000
Each Bond shall bear interest from the interest payment date next preceding the date on
which it is authenticated unless it is (a) authenticated on an interest payment date, in which event
it shall bear interest from that 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 that is legal tender for the
payment of public and private debts on the respective dates of payment thereof. Debt service
will be payable to the owners of 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.
5 Thc Bonds will be issued in fully registered fom1 by means of a book entry
C-52036BvOl .13704 00012
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system with no physical distribution of bond certificates made to the public. One bond
certificate for each maturity will be issued to and registered in the name of The Depository Trust
Company, New York, New York ("DTC") or its nominee and irmnobilized in its custody The
book entry system will evidence beneficial ownership of the Bonds in the principal amounts of
$5,000 or integral 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 February 1, as set forth in the above maturity schedule, in
clearinghouse funds to DTC or its nominee as registered owner of the Bonds. 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 those 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 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
arrange for another qualified securities depository to replace DTC, the Issuer will authenticate
and deliver replacement Bonds in the form of fully registered certificates in denominations of
$5,000 or integral multiples thereof.
6. The Bonds shall bear the manual or facsimile signatures of the Chairman of the
Board of Commissioners and the Clerk to the Board ofCormnissioners of the Issuer, and the of-
ficial 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 that Commission or
ofa representative designated by that Secretary, and the certificate of authentication of the Bond
Registrar to be endorsed on all Bonds shall be executed as provided below
In case any officer of the Issuer or the Local Government Commission of North Carolina
whose manual or facsimile signature appears on any Bonds shall cease to be that officer before
the delivery of those Bonds, that manual or facsimile signature shall nevertheless be valid and
sufficient for all purposes the same as ifhe had remained in office until delivery and any Bond
may bear the manual or facsimile signatures of such persons as at the actual time of the execution
of the Bond shall be the proper officers to sign the Bond although at the date of the Bond those
persons may not have been such officers.
No Bond shall be valid or become obligatory for any purpose or be entitled to any benefit
C-520368vOl! 13104.00012
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or security under this resolution until it has been authenticated by the execution by the Bond
Registrar of the certificate of authentication endorsed thereon.
7 The Bonds and the endorsements thereon shall be in substantially the following
form:
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Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to issuer or its agent for registration of transfer,
exchange, or payment and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative ofDTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
NO R-
$
United States of America
State of North Carolina
COUNTY OF NEW HANOVER
GENERAL OBLIGATION PUBLIC IMPROVEMENT BOND, SERIES 1998
INTEREST
RATE
MATURITY
DATE
DATE OF
BOND
CUSIP
August I, 1998
REGISTERED OWNER. CEDE & CO
PRINCIPAL SUM.
The County of New Hanover (the "County"), a county of the State of North Carolina,
acknowledges itself indebted and for value received hereby promises to pay to the registered
owner named above, on the date specified above, upon surrender hereof, at the office of the
Finance Officer of the County 320 Chestnut Street, Room 602, Wilmington, NC 28401 (the
'Bond Registrar"), the principal sum shown above and to pay to the registered owner hereof, by
check mailed to the registered owner at its address as it appears on the bond registration books of
the County interest on that principal sum from the date of this bond or from the August] or
February I next preceding the date of authentication to which interest shall have been paid,
unless the date of authentication is an August] or February 1 to which interest shall have been
C-S20J68vOl.13704.00012
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paid, in which case from that date, interest to the maturity hereof being payable on February I
1999, and semi-annually thereafter on August I and February I of each year, at the rate per
annum specified above, until payment of the principal sum. The interest so payable on any
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 that interest, which shall be the fifteenth day ofthe calendar
month (whether or not a business day) next preceding that 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 Board of
Commissioners of the County on September 2, 1997 and January 3, 1994 (the "Bond Orders")
and a resolution adopted by that Board (the "Resolution") providing for the issuance of this bond.
The issuance of this bond and the contracting of the indebtedness evidenced hereby have been
approved by a majority ofthe qualified voters of the County voting at elections held in the
County
The bonds maturing on and after February I, 2009, shall be subject to redemption prior to
their stated maturities at the option of the County on or after February 1,2008, 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 (V, 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 the premium shall not
exceed two percent (2%) of the principal amount. Ifless than all the bonds stated to mature on
different dates are called for redemption, the bonds to be redeemed shall be called in the inverse
order of their maturities. Ifless than all the bonds of anyone 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 an integral 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 ofthe bonds within a maturity are to be redeemed, The
Depository Trust Company ("DTC") and its participants shall determine which of the bonds
within that maturity are to be redeemed.
Not more than forty-five (45) days nor less than thirty (30) days before the redemptiOn
date of any bonds to be redeemed, whether such redemption be in whole or in part, the County
shall cause a notice of redemption to be mailed, postage prepaid, to The Depository Trust
Company ("DTC") or its nominee. On the date fixed for redemption, that notice having been
C 52036SvOli .13704.00012
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given, the bonds or portions thereof so called for redemption shall be due and payable at the
redemption price provided for the redemption of those bonds or portions thereof on that date and,
if moneys for payment ofthe redemption price and the accrued interest are held by the Bond
Registrar as provided in the Resolution, interest on the bonds or the portions thereof so called for
redemption shall cease to accrue. If a portion of this bond shall be called for redemption, a new
bond or bonds in principal amount equal to the unredeemed portion hereof will be issued to DTC
or its nominee upon the surrender hereof.
The bonds will be issued in fully registered form by means of a book entry system with
no physical distribution of bond certificates made to the public. One bond certificate for each
maturity will be issued to and registered in the name ofDTC or its nominee and immobilized in
its custody The book entry system will evidence beneficial ownership of the bonds in principal
amounts of$5,000 or integral multiples thereof, with transfers of beneficial ownership effected
on the records ofDTC and its participants pursuant to rules and procedures established by DTC.
Transfer of principal and interest payments to participants ofDTC will be the responsibility of
DTC, transfer of principal and interest payments to beneficial owners by participants of DTC
will be the responsibility of participants and other nominees of beneficial owners. The County
will not be responsible or liable for maintaining, supervising or reviewing the records maintained
by DTC, its participants or persons acting through participants.
The Bond Registrar shall keep at its office the books of the County for the registration of
transfer of bonds. The transfer of this bond may be registered only upon those books and as
otherwise provided in the Resolution upon the surrender hereofto the Bond Registrar together
with an assignment duly executed by the registered owner hereof or his attorney or legal
representative in form satisfactory to the Bond Registrar Upon any 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, in 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 the
mailing of a notice ofredemption of bonds or any portion thereof and ending at the close of
business on the day of such mailing or of any bond called for redemption in whole or in part
pursuant to the Resolution.
It is hereby certified and recited that all conditions, acts and things required by the
Constitution or statutes of the State of North Carolina to exist, be performed or happen precedent
to or in the issuance of this bond, exist, have been performed and have happened, and that the
amount of this bond, together with all other indebtedness of the County, is within every debt and
other limit prescribed by said Constitution or statutes. The faith and credit of the County are
hereby pledged to the punctual payment of the principal of and interest on this bond in
C 520J6evOl! .13704.00012
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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 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.
C 520J68vOl .1)704 00012
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IN WITNESS WHEREOF, the County has caused this bond [to be manually signed by]
[to bear the facsimile signatures of] the Chairman ofthe Board of Commissioners and the Clerk
to the Board of Commissioners and [a facsimile of] its official seal to be [imprinted] [impressed]
hereon, and this bond to be dated August I, 1998.
Chairman of the Board of Commissioners
(SEAL)
Clerk to the Board of Commissioners
C-520368vOl! .13704 00012
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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 Orders and Resolution.
COUNTY OF NEW HANOVER
FINANCE OFFICER, as Bond Registrar
By'
Authorized Signature
Date of Authentication. August II, 1998
C S20369vOl .1]704 00012
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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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8. The Bonds maturing on and after February 1, 2009, shall be subject to redemption
prior to their stated maturities at the option ofthe Issuer on or after February I, 2008, 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 (Y:z of 1%) ofthe 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 the premium
shall not exceed two percent (2%) of the principal amount. Ifless than all the Bonds stated to
mature on different dates are called for redemption, the Bonds to be redeemed shall be called in
the inverse order of their maturities. Ifless than all the Bonds of anyone 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 an integral
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, ifless than all of the Bonds within a maturity are to be redeemed, DTC
and its participants shall determine by lot which of the Bonds within a maturity are to be
redeemed.
Not more than forty-five (45) days nor less than thirty (30) days before the redemption
date of any Bonds to be redeemed, whether the redemption be in whole or in part, the Issuer shall
cause a notice of redemption to be mailed, postage prepaid, to DTC or its nominee. Each 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 also state that on or after the redemption date, upon surrender of the Bond, a
new Bond or Bonds in principal amount equal to the unredeemed portion of the 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.
On the date fixed for redemption, notice having been given in the manner and under the
conditions provided above, the Bonds or portions thereof called for redemption shall be due and
payable at the redemption price provided therefor, plus accrued interest to the redemption 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
C-52036BvOl 13704.00012
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interest to the date of redemption.
If a portion of a Bond shall be selected for redemption, the registered owner thereof or his
attorney or legal representative shall present and surrender that Bond to the Bond Registrar for
payment of the principal amount thereof so called for redemption and the redemption premium, if
any, on that principal amount, and the Bond Registrar shall authenticate and deliver to or upon the
order of such registered owner or his legal representative, without charge therefor, for the
unredeemed portion of the 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.
9 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 form
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 on the registration books of the Issuer
upon the surrender thereof to the Bond Registrar together with an assigrunent duly executed by
the registered owner or his attorney or legal representative in form satisfactory to the Bond
Registrar Upon any registration of transfer, the Bond Registrar shall authenticate and deliver in
exchange for the 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 the 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
exchange or registration oftransfer 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
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 the 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 that 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
C 52036avOl .13704.00012
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and regarded as the absolute owner thereof for all purposes, and payment of or on account of the
principal or redemption price of any Bond and the interest on any 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 that 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 commercial standards then
applicable and for the timely payment of principal, interest and any redemption premium with
respect to the Bonds. The Finance Officer ofthe 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 as Finance Officer, 320 Chestnut Street, Room 602, Wilmington, NC 28401, the books of
the Issuer for the registration, registration oftransfer, exchange and payment of the Bonds as
provided in this resolution.
10. The actions of the Finance Officer of the Issuer and others in applying to the
Local Government Commission of North Carolina to advertise and sell the Bonds and the action
of the Local Government Commission of North Carolina in asking for sealed bids for the Bonds
by publishing notices and printing and distributing an Official Statement and a Supplement
thereto relating to the Bonds are hereby ratified and approved. That Official Statement is hereby
approved, and the Chairman ofthe Board of Commissioners, the County Manager and the
Finance Officer of the Issuer are each hereby authorized to approve changes in the Official
Statement, to approve the Supplement, and to execute the Official Statement and the Supplement
for and on behalf of the Issuer.
I I The Chairman of the Board of Commissioners and the Clerk to the Board of
Commissioners 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 the
Local Government Commission.
12. 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.
] 3 The Chairman of the Board of Commissioners and the Clerk to the Board of
Commissioners, the Finance Officer 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
C 520368vOl! 13704.00012
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or appropriate in order to carry out the intent of this resolution and the matters herein authorized.
14 The Issuer hereby undertakes, for the benefit of the beneficial owners of the
Bonds, to provide:
(a) by not later than seven months from the end of each fiscal year of the
Issuer, to each nationally recognized municipal securities information
repository ("NRMSIR") and to the state information depository for the
State of North Carolina ("SID"), ifany, audited financial statements of the
Issuer 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, or, if such audited
financial statements of the Issuer are not available by seven months from
the end of such fiscal year, unaudited financial statements of the Issuer for
such fiscal year to be replaced subsequently by audited financial
statements of the Issuer to be delivered within 15 days after such audited
financial statements become available for distribution.
(b) by not later than seven months from the end of each fiscal year of the
Issuer, 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 the preceding fiscal
year (which date shall be prepared at least annually, shall specify the date
as to which such information was prepared and shall be delivered together
with any subsequent material events notices specified in subparagraph ( c)
below) for the type of information included under heading "The County
Debt Information and - Tax Information" in the Official Statement relating
to the Bonds (excluding any information on overlapping or underlying
units) 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 C'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 default;
(3)
unschedulcd draws on debt service reserves reflecting financial
difficulties;
C 520360vOl 13704.00012
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(4) unscheduled draws on any credit enhancements reflecting financial
difficulties;
(5) substitution of any 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 the beneficial owners of the Bonds;
(8) bond calls;
(9) defeasances;
(10) release, substitution or sale of any property securing repayment of
the Bonds;
(II) 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 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:
(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 identify nature, or status of the Issuer;
(b)
the information to be provided, as modified, would have complied with the
requirements of Rule 15c2-12 issued under the Securities Exchange Act of
1934 ("Rule 15c2 12") as of the date of the Official Statement relating to
the Bonds, after taking into account any amendments or interpretations of
C.5~OJ68vOl .13704.00012
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Rule 15c2-12, as well as any changes in circumstances; and
( c) any such modification does not materially impair the interest 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 ofthe Bonds pursuant to the
terms of this bond 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 ofthis Section shall terminate upon payment, or provision 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.
The motion having been duly seconded, and the resolution having been considered, it was
adopted by the following vote:
AYES Chairman William A. Caster
Commissioner Charles Howell
Commissioner Ted Davis, Jr
Commissioner Buzz Birzenieks
NAYS. None
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C-S2036BvOl .lJ704.00012
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STATE OF NORTH CAROLINA )
55.:
COUNTY OF NEW HANOVER
)
I, TERESA P ELMORE, Deputy Clerk to the Board ofCommi55ioners of the County
of New Hanover, DO HEREBY CERTIFY as follows:
1 A meeting ofthe Board of Commissioners of the County of New Hanover,
located in the State of North Carolina, was duly held July 13, 1998, such meeting having been
noticed, held and conducted in accordance with all requirements oflaw (including open meetings
requirements), and minutes ofthat meeting have been duly recorded in the Minute Book kept by
me in accordance with law for the purpose of recording the minutes of the Board.
2. 1 have compared the attached extract with the minutes so recorded and the
extract is a true copy ofthose minutes and of the whole thereof insofar as those minutes relate to
matters referred to in the extract.
3 That extract correctly states the time when the meeting was convened and the
place where the meeting was held and the members of the Board who attended the meeting.
IN WITNESS WHEREOF, I have hereunto set my hand and have hereunto affixed the
seal of the County on ~ 1.3
1998.
(SEAL)
~~p~
Deputy Clerk to the Board of Commissioners
C 520J68vOl 1]704.00012
18