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1985-06-03 W&S Exhibit .. STATE OF NORTH CAROLINA ss. : COUNTY OF NEW HANOVER I, LUCIE F. HARRELL, Clerk of the Board of Commis- sioners of New Hanover County and Clerk of New Hanover County Water and Sewer District, DO HEREBY CERTIFY, as follows: 1. A special meeting of the Board of Commissioners of the County of New Hanover, sitting as the governing board of said District, a body corporate and politic, located in the State of North Sarolina, was duly held on June 3 , 1985, 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, of June, 1985. 'vi Clerk, Bard of Commissioners of New Hanover County an Clerk, New Hanover County Water and Sewer District EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS OF THE COUNTY OF NEW HANOVER, SITTING AS THE GOVERNING BOARD OF THE NEW HANOVER COUNTY WATER AND SEWER DISTRICT The Board of Commissioners of New Hanover County, sitting as the Board of District Commissioners of the New Hanover County Water and Sewer District, met in special session (notice of same having been duly given) on the first floor of the County Administration Building, 320 Chestnut Street, Wilmington, North Carolina, at 9:00 a.m. on Monday, June 3, 1985, with the following members present: Present: Claud O'Shields, Jr., District Chairman Jonathan Barfield, Sr. Nolan O'Neal Fred Retchin Absent: John Dolan (arrived at the meeting after the following action was taken) * * * * * Commissioner Retchin presented the following resolution and moved that it be adopted: WHEREAS, the bond order hereinafter described has taken effect, and it is desirable to make provision for the issuance of bonds authorized by said bond order; NOW, THEREFORE, l" , , . ;,~..I BE IT RESOLVED by the Board of Commissioners of the County of New Hanover, sitting as the governing board of the New Hanover County Water and Sewer District, North Carolina (the "Issuer"), as follows: 1. The Issuer shall issue its bonds of the aggregate principal amount of $17,000,000 pursuant to and in accordance with the sanitary sewer bond order adopted by the Board of Commissioners of the County of New Hanover, sitting as the governing board of the Issuer, on December 19, 1983. The period of usefulness of the capital project to be financed by the issuance of the bonds is a period of forty years, computed from June 1, 1985. The bonds shall be issuable in the denomination of $5,000 each or any integral multiple thereof, shall be numbered so as to uniquely designate each bond and such numbering shall be in accordance with the system of the hereinafter designated bond registrar of the Issuer, and shall be payable in annual installments on June 1 in each year, as follows: $850,000 in each of the years 1986 to 2005, inclusive. 2. The bonds shall be dated June 1, 1985 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 semi-annually on June 1 and December 1. -2- ~... .. \ ..1 . ;:'; '-; 3. The bonds shall be registered as to principal and interest, and shall bear the facsimile signatures of the Chairman of the governing board of the Issuer and the Clerk of the Issuer. A facsimile of the corporate seal of the Issuer shall be imprinted upon each of the bonds. 4. Interest on the bonds shall be paid by check by First-Citizens Bank & Trust Company, Raleigh, North Carolina, as paying agent, and mailed to the registered owner of record as of 15 days prior to the interest payment date at his address as it appears on the bond registry books of First-Citizens Bank & Trust Company, Raleigh, North Carolina, as registrar and transfer agent. Principal of the bonds shall be paid by check by First-Citizens Bank & Trust Company upon presentation of the bonds for payment. 5. . The bonds maturing on and after June 1, 1996 shall be subject to redemption prior to their stated maturities at the option of the Issuer on or after June 1, 1995, in whole at any time or in part on any interest payment date, at a redemption price equal to the principal amount of each bond to be redeemed together with accrued interest thereon to the redemption date plus a redemption premium of one-half of one percent (1/2 of 1%) of the principal amount of each bond to be redeemed for each calendar year or part thereof between the redemption date and the maturity date of each bond to be redeemed, provided that such premium shall not exceed two percent (2%) of such -3- ~ ;\::~.~ principal amount. If less than all of the bonds of any maturity are called for redemption, the bonds to be redeemed shall be selected by lot. If less than all of the bonds of different maturities are called for redemption, the bonds to be redeemed shall be called in the inverse order of their maturities. If less than all of the principal amount of a single bond is to be redeemed, the Issuer shall exchange a bond of the denomination representing the portion of the bond not redeemed to the registered owner in exchange for the bond a portion of which is to be redeemed. Whenever the Issuer shall elect to redeem bonds, notice of such redemption of bonds, stating the redemption ~ate, redemption price and identifying the bonds or portions thereof to be redeemed by reference to their numbers and further stating that on such redemption date there shall become due and payable upon each bond or portions thereof so to be redeemed, the principal thereof, redemption premium and interest accrued to the redemption date and that from and after such date interest thereon shall cease to accrue, shall be given by publication at least once in a newspaper of general circulation in the New Hanover County Water and Sewer District and at least once in a daily newspaper of general circulation or a financial journal distributed in the Borough of Manhattan, City and State of New York not less than 30 days prior to the redemption date fixed in said notice. Such notice shall be given not less than 30 days nor more than 60 days prior I -4- to the redemption date in writing to the registered owners, by pre-paid first class mail, at their addresses as such addresses appear on the records of First-Citizens Bank & Trust Company, as bond registrar, but any failure in respect of such mailing will not affect the validity of the redemption. 6. The bonds and the provisions for the registra- tion of the bonds, for the approval of the bonds by the Secretary of the Local Government Commission and for authen- tication of the bonds by First-Citizens Bank & Trust Company, as transfer agent and registrar, to be endorsed thereon shall be in substantially the following form: -5- .; ~.' , ; .1 , :,' , .:'~t (Form of Bond) NO. R- $ UNITED STATES OF AMERICA STATE OF NORTH CAROLINA NEW HANOVER COUNTY WATER AND SEWER DISTRICT INTERE ST RATE DATE OF ORIGINAL ISSUE CUSIP MATURITY JUNE 1, 1985 REGISTERED OWNER: PRINCIPAL SUM: DOLLARS SANITARY SEWER BOND, SERIES 1985 New Hanover County Water and Sewer District (hereinafter referred to as "District"), a body corporate and politic of the State of North Carolina, acknowledges itself indebted and for value received hereby promises to pay to the registered owner named above, on that date specified above, upon surrender hereof, the principal sum shown above and to pay to the registered owner hereof interest thereon from the date of this bond until it shall mature at the rate per annum specified above, payable semi-annually on June 1 and December of each year. Principal of this bond is payable by check by First-Citizens Bank & Trust Company, Raleigh, North Carolina, as paying agent, or by the duly appointed alternate or successor -6- , , , .,.. ! " ~ ; ~:{} n .'1' ' .. .,., ~ ,'" ~': paying agent (the "Paying Agent"), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Interest on this bond is payable by check by the Paying Agent and mailed to the registered owner hereof at his address as it appears on the bond registry books of First-Citizens Bank & Trust Company, Raleigh, North Carolina, as transfer agen~ and bond registrar (the "Transfer Agent"), at the close of business on the fifteenth calendar day next preceding each semi-annual interest payment date. This bond is transferable by the registered owner hereof or his duly authorized attorney at the princi- pal office of the Transfer Agent, upon surrender of this bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature satisfactory to the Transfer Agent, and upon payment of any taxes or other governmental charges incident to such transfer. Upon any such transfer a new registered bond without coupons of the same maturity and in the same aggregate principal amount will be issued to the transferee. The person in whose name this bond is registered shall be deemed the owner hereof for all purposes, and the District and the Transfer Agent shall not be affected by any notice to the contrary. This bond is issued in accordance with the Registered Public Obligations Act, Chapter 159E of the General Statutes of North Carolina, and pursuant to Subchapter IV of The Local -7- ..;" I:" ,~ ! Government Finance Act and a bond order adopted by the Board of Commissioners of the County of New Hanover, sitting as the governing board of the District, on December 19, 1983 to pay capital costs of providing sanitary sewer collection facilities and wastewater treatment facilities. The issuance of this bond and the contracting of the indebtedness evidenced thereby have been approved by a majority of the qualified voters of the District voting at an election held in the District on March 6, 1984. The bonds maturing on and after June 1, 1996 shall be subject to redemption prior to their stated maturi- ties at the option of the District on or after June 1, 1995, in whole at any time or in part on any interest payment date, at a redemption price equal to the principal amount of each bond to be redeemed together with accrued interest thereon to the redemption date plus a redemption premium of one-half of one percent (1/2 of 1%) of the principal amount of each bond to be redeemed for each calendar year or part thereof between the redemption date and the maturity date of each bond to be redeemed, provided that such premium shall not exceed two percent of such principal amount. If less than all of the bonds of any maturity are called for redemption, the bonds to be redeemed shall be selected by lot. If less than all of the bonds of different maturities are called for redemption, the bonds to be redeemed shall be called in the inverse order of their maturities. If less than all of the I -8- ,~., i): , .....J . .,1,., , :'<. l.:i , .' :f~{ ; I ~~ principal amount of a single bond is to be redeemed, the District shall exchange a bond of the denomination represent- ing the portion of the bond not redeemed to the registered owner in exchange for the bond, a portion of which is to be redeemed. Whenever the District shall elect to redeem bonds, notice of such redemption of bonds, stating the redemption date, redemption price and identifying the bonds or portions thereof to be redeemed by reference to their numbers and further stating that on such redemption date there shall become due and payable upon each bond or portions thereof so to be redeemed, the principal thereof, redemption premium and interest ac~rued to the redemption date and that from and after such date interest thereon shall cease to accrue, shall be given by publication at least once in a newspaper of general circulation in the New Hanover County Water and Sewer District and at least once in a daily newspaper of general circulation or a financial journal distributed in the Borough of Manhattan, City and State of New York not less than 30 days prior to the redemption date fixed in said notice. Such notice shall be given not less than 30 days nor more than 60 days prior to the redemption date in writing to the registered owners, by pre-paid first class mail, at their addresses as such addresses appear on the records of First-Citizens Bank & Trust Company, as bond -9- _~. i ~~, . -f._.: registrar, but any failure in respect of such mailing will not affect the validity of the redemption. 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 per- formed 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 indebted- ness 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 until the certifications hereon shall have been signed by authorized representatives of the Local Government Commission of North Carolina and First-Citizens Bank & Trust Company. IN WITNESS WHEREOF, the District has caused this bond to bear the facsimiles of the signatures of the Chairman of the governing board of the District and the Clerk of the -10- +;' ..," .. ,~ .' ~ ~ ~ District and a facsimile of the corporate seal of the District to be imprinted hereon and this bond to be dated June 1, 1985. ( SEAL) (facsimile signature) Chairman of governing board of District (facsimile signature) Clerk of District Transfer Agent's Certificate of Authentication This bond is one of the bonds of the issue designated herein and issued under the within-mentioned bond order. FIRST-CITIZENS BANK & TRUST COMPANY By: Authorized Signatory Date of Authentication -11- , ..\\~ ;' .'i ,. ; .~ :' .' .~ ;- <; . The issue hereof has been approved under the provisions of The Local Government Bond Act. (facsimile signature) JOHN D. FOUST Secretary of the Local Government Commission ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto the within Bo~d and irrevocably appoints attorney-in-fact, to transfer the within Bond on the books kept for registration thereof, with full power of substitu- tion 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 par- ticular, without any alter- ation whatsoever. Signature Guaranteed: 7. Actions taken by officials of the Issuer to select paying and transfer agents, and a bond registrar, or alternate or successor agents and registrars pursuant to Section 159E-8 of the Registered Public Obligations Act, Chapter 159E of the General Statutes of North Carolina, are hereby authorized and approved. -12- '., ~... ;'( . ,,' : .,;.,S ": ~ .~ ..:~j ." l{ ~': .'1 ~ " . , ,.) . ' 8. The Local Government Commission of North Carolina is hereby requested to sell said bonds and to state in the Notice of Sale of said bonds that bidders may name one rate of interest for part of said bonds and another rate or rates for the balance of said bonds. Said 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. 9. The Chairman of the governing board of the Issuer and the Clerk of the Issuer are hereby authorized and directed to cause said bonds to be prepared and, when they shall have been duly sold by said Local Government Commission, to execute said bonds and to turn said bonds over to First-Citizens Bank & Trust Company for delivery to the purchaser or purchasers to whom they may be sold by said Local Government Commission. 10. The Official Statement dated May 24, 1985 setting forth financial and statistical data in connection with the offering of said bonds, which was circulated with the Notice of Sale thereof, is hereby approved. In connection with this approval, the governing board 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 board of the Issuer does hereby -13- ,~. , .. .?: , I,. ~ I ," '! ," ;. I" , 1,'-'-; . , ; , ~,. ,~ fit ,:.. . ,j, " " . 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 board of the Issuer, the County Manager of the County of New Hanover and the Finance Director of the Issuer are hereby authorized and directed to execute the Official Statement. The motion having been duly seconded, and the resolution having been considered, it was adopted. The vote on the adoption of the resolution was as follows: AYES: Commissioners Barfield, O'Neal, O'Shields and Retchin. NAYS: None, ABSENT: Commissioner Dolan. -14- .:!.:,;t , ...' .~. " ,:.. .' ~ , , CO j' ~.. ....., " ,"