1997-12-01 SM Exhibit
EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS
A special meeting of the Board of County Commissioners of the County of New
Hanover, North Carolina was held on December I, 1997 at 9:00 a.m. in Room 501 of the County
Administration Building in Wilmington, North Carolina, and the following members were present
and absent:
PRESENT' Chainnan Robert G. Greer
Commissioner Charles R. Howell
OJrnmissioner Uldis "Buzz" Birzenieks
ABSENT Vice-Chainnan William A. Caster
Commissioner Ted Davis, Jr
Chairman Greer advised the members that the purpose of the meeting was to
consider and take action on a resolution approving an installment financing contract and the sale
of not more than $25,000,000 Certificates of Participation, Series 1997 (the "Resolution").
Commissioner Howell introduced the Resolution, a copy of which was submitted
to the meeting, and moved that it be adopted with such revisions as the Chainnan or Vice
Chairman and the County Manager deem advisable:
"RESOLUTION APPROVING AN INSTALLMENT FINANCING CONTRACT AND
THE SALE OF NOT MORE THAN $23,925,000 CERTIFICATES OF
PARTICIPATION, SERIES 1997 AND AUTHORIZING THE EXECUTION AND
DELIVERY OF DOCUMENTS IN CONNECTION THEREWITH
WHEREAS there have been submitted to this meeting forms of the following (drafts dated
November 25, 1997 unless otherwise indicated):
(1) Installment Financing Contract dated as of December 1, 1997 (the "Contract")
between the New Hanover County Financing Corporation (the 'Corporation") and
the County of New Hanover, North Carolina (the "County"),
(2) Deed of Trust and Security Agreement dated as of December 1, 1997 (the "Deed
of Trust") from the County to a Deed of Trust Trustee for the benefit of the
Corporation,
(3) Indenture of Trust dated as of December 1, 1997 (the "Indenture") between the
Corporation and First-Citizens Bank & Trust Company, as Trustee (the 'Trustee");
(4) Preliminary Official Statement dated November 24, 1997 (the "Preliminary Officiai
Statement") relating to the Certificates of Participation, Series 1997 (the
"Certificates") and the payments to be made under the Contract; and
(5) Letter of Representation, to be dated on or about December 4, 1997, delivered by
the County to Craigie Incorporated, a BB & T Company and J Lee Peeler &
Company, Division of Morgan Keegan & Company, Inc. (the "Underwriters") and
attached as Exhibit A to the Purchase Contract between the Corporation and the
Underwriters.
WHEREAS, the Board of County Commissioners dilly conducted a public hearing
on November 3, 1997 regarding the installment financing of (i) the construction of certain sewer
interceptors, (ii) the acquisition of rights in property for use by County law enforcement, (iii) the
acquisition of certain landfill equipment and (iv) the acquisition of land and a building for use as
a library and administrative facility (collectively, the "Facilities") and the installment refinancing
of the purchase of County land (the "County Land"); and
WHEREAS, by resolution adopted by the Board of County Commissioners on
November 3, 1997, the installment financing of the Facilities and the installment refinancing of
the County Land were approved subject to further action of the Board of County Commissioners;
and
WHEREAS, the North Carolina Local Government Commission approved the
County's application for approval of the Contract on November 4, 1997, and
WHEREAS, the Board of County Commissioners desires to approve the sale of
the Certificates pursuant to the Purchase Contract and to authorize the execution and delivery of
the Contract, the Deed of Trust, the Preliminary Official Statement and the Letter of
Representation and other documents in connection therewith;
NOW, THEREFORE, BE IT RESOLVED by the Board of County
Commissioners of the County of New Hanover, North Carolina, as follows:
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1 The Contract, in the fonn submitted to this meeting, is hereby approved, and the
Chainnan or Vice Chainnan of the Board of County Commissioners and the Clerk
to the Board of County Commissioners are hereby authorized and directed to
execute and deliver the Contract on behalf of the County, with such changes,
insertions or omissions as the Chainnan or Vice Chairman may approve, and the
Clerk is hereby authorized and directed to affix thereto and attest the seal of the
County
2. The Deed of Trust, in the fonn submitted to this meeting, is hereby approved, and
the Chairman or Vice Chairman of the Board of County Commissioners and the
Clerk to the Board of County Commissioners are hereby authorized and directed
to execute and deliver the Deed of Trust on behalf of the County, with such
changes, insertions or omissions as the Chainnan or Vice Chairman may approve,
and the Clerk is hereby authorized and directed to affix thereto and attest the seal
of the County
3 The Indenture, in the fonn submitted to this meeting, is hereby approved, with
such changes, insertions or omissions as the Chairman or Vice Chainnan may
approve.
4 The Preliminary Official Statement relating to the Certificates and the use thereof
in connection with the public offering of the Certificates are hereby ratified and
approved.
5 A final Official Statement to be dated the date of the sale of the Certificates in
substantia1ly the fonn of the Preliminary Official Statement, modified to reflect the
results of the sale of the Certificates, and the use thereof in connection with the
public offering and sale of the Certificates are hereby authorized and approved.
The Chairman of the Board of County Commissioners is hereby authorized and
directed to execute and deliver on behalf of the County a final Official Statement
in substantially such fonn, with such changes, insertions and omissions as he may
approve.
6. The Letter of Representation in the fonn submitted to this meeting is hereby
approved, and the County Manager and the Director of Finance are each hereby
authorized and directed to execute and deliver the Letter of Representation on
behalf of the County with such changes, insertions or omissions as he may
approve.
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7 Subject to the limitations set forth herein, the County Manager is hereby authorized
to approve the tenns of the Certificates, including but not limited to, the aggregate
principal amount and maturities thereof, the redemption provisions thereof and the
interest rates thereon; provided that (i) the principal amount of the Certificates shall
not exceed $23,925,000, (ii) the final maturity date of the Certificates shall not be
more than 20 years from the date thereof and (iii) the true interest cost and the
effective interest rate thereof shall not exceed 5.95% and 6%, respectively
8. The actions of the County Manager and the Finance Director of the County in
applying to various financial guaranty insurance companies for a commitment from
one or more of such companies to issue its insurance policy ensuring timely
payment of principal and interest with respect to the Certificates are hereby
ratified, approved and confirmed. In connection with the execution and delivery
of the Contract, the Deed of Trust and the Indenture, (collectively, the
"Agreements"), the Chairman and Vice Chairman are each authorized to approve
any changes to the Agreements he deems in the County's best interest as may be
necessary or desirable to fulfill the terms of any such commitment.
9 The Chairman or the Vice Chairman of the Board of County Commissioners, the
Clerk to the Board of County Commissioners, the County Manager, the Deputy
County Manager, the Finance Director of the County and the County Attorney are
each hereby authorized to take any and all such further action and to execute and
deliver such other documents as may be necessary or advisable to carry out the
intent of this Resolution and to effect the installment financing and refinancing
pursuant to the Contract.
10 This Resolution shall become effective immediately upon its adoption."
Following a discussion of the Resolution, Commissioner Birzenieks
motion and the Resolution was adopted by the following vote:
seconded the
A YES. Olairman Robert G Greer
Commissioner Olarles R. Howell
Commissioner Uldis "Buzz" Birzenieks
NA YS. None
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