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1990-10-15 W&S Exhibit Y. 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 New Hanover County Board of Commissioners sitting as the governing body of New Hanover County Water and Sewer District, met in Regular Session on Monday, October 15, 1990 at 9:00 AM in the Assembly Room of the New Hanover County Courthouse, Wilmington, North Carolina. Members present were: Jonathan Barfield, Sr., Chairman E.L. Mathews, Jr., Vice-Chairman Fred Retchin Nolan O'Neal Robert G. Greer: * * * * * Robert G. Greer presented the following resolution and moved that it be adopted: WHEREAS, the bond order hereinafter described has taken effect and the Board of Commissioners of the County of New Hanover, sitting as the governing body of New Hanover County Water and Sewer District, desires to borrow money for the purpose for which bonds are authorized to be issued by said bond order in anticipation of the receipt of the proceeds of the sale of said bonds, as hereinafter provided; 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) The sum of $752,000 will be borrowed by the Issuer in anticipation of the receipt of the proceeds of the sale of bonds authorized to be issued by the sanitary sewer bond order adopted by the Board of Commissioners of the County of New Hanover, sitting as the governing body of the Issuer, on September 4, 1990 for the purpose for which said bonds are authorized to be issued. Negotiable notes, each designated "Sanitary Sewer Bond Anticipation Note" (hereinafter referred to as the "Notes"), shall be issued for said sum so borrowed. (2) The Notes shall be dated October 30, 1990, shall be payable November 20, 1990 and shall bear interest from their date at a rate which shall not exceed twelve per centum (12%) per annum. Such interest shall be payable at the maturity of the Notes. Each of the Notes shall be signed by the Chairman of the governing body of the Issuer and the Clerk of the Issuer and the seal of the Issuer shall be affixed to each of the Notes. (3) The power to fix the rate of interest to be borne by the Notes and to determine the denomination or denominations of the Notes and the place of payment of the Notes is hereby del- egated to the Chairman of the governing body of the Issuer and the Clerk of the Issuer who are hereby authorized and directed to -2- cause the Notes to be prepared and to execute the Notes when they shall have been sold by the Local Government Commission of North Carolina. (4) The Chairman of the governing body of the Issuer and the Clerk of the Issuer are hereby authorized to make application to the Local Government Commission of North Carolina for its approval of the Notes in the manner prescribed by The Local Government Finance Act. Said Local Government Commission is hereby requested to sell the Notes in the manner prescribed by said Act. The Notes, when they shall have been sold by said commission in the manner provided by law and when they shall have been executed in the manner prescribed by this resolution, shall be turned over to the State Treasurer of the State of North Carolina for delivery to the purchasers to whom they may be sold by said Commission. (5) 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 Notes for Federal income tax purposes. (6) The power to make any election on behalf of the Issuer with respect to the arbitrage rebate provisions of the Code applicable to the Notes is hereby delegated to the Chairman of the governing body of the Issuer. -3- \ \ . "." The motion having been duly seconded and the resolution having been considered, it was adopted by the following vote: AYES: Jonathan Barfield, Sr., Chairman E.L. Mathews, Jr., Vice-Chairman Fred Retchin Nolan O'Neal Robert G. Greer NAYS: None * * * * * -4- lo... ~ , ~ PROJECT ORDINANCE MOBILE HOME PARKS SEWER SYSTEM BE IT ORDAINED, by the Board of Commissioners of the i- New Hanover County Water and Sewer District: 1. New Hanover County Water and Sewer District (District) is engaged in the construction of the Mobile Home Parks Sewer Project, which capital project involves the construction and/or acquisition of capital assets. 2. District desires to authorize and budget for said capital project in a project ordinance adopted pursuant to North Carolina General Statute $159-13.2, such ordinance to authorize all appropriations necessary for the completion of ~ said project. NOW, THEREFORE, WITNESSETH THAT: 1. This project ordinance is adopted pursuant to North Carolina General Statute $159-13.2. 2. The capital project undertaken pursuant to this ordinance is the construction of the Mobile Home Parks Sewer Project which project is herewith authorized. 3. The revenue that will finance said project is: Transfer from Sewer Capital Projects $ 600p000 Total $ 600,000 ---------- ---------- ~~ " ( , r 4. The following appropriations necessary for the project are herewith made from the revenue listed above: Engineering $ 50,000 General Contract 500,000 Contingencies 509000 Total $ 600,000 ---------- ---------- 5. This project ordinance shall be entered in the minutes of the Board of Commissioners of the New Hanover County Water and Sewer District. Within five days hereof, copies of this ordinance shall be filed with the finance and budget offices ln New Hanover County, and with the Clerk to the Board of Commissioners of the New Hanover County Water and Sewer District. Adopted this ~~__ day of _~~__, 1990. ~ b PROJECT ORDINANCE AIRPORT NATIONAL GUARD SEWER SYSTEM BE IT ORDAINED, by the Board of Commissioners of the New Hanover County Water and Sewer District: 1. New Hanover County Water and Sewer District (District) is engaged in the construction of the Airport National Guard Sewer Project, which capital project involves the construction and/or acquisition of capital assets. 2. District desires to authorize and budget for said capital project in a project ordinance adopted pursuant to North Carolina General Statute $159-13.2, such ordinance to authorize all appropriations necessary for the completion of said project. NOW, THEREFORE, WITNESSETH THAT: 1. This project ordinance is adopted pursuant to North Carolina General Statute $159-13.2. 2. The capital project undertaken pursuant to this ordinance lS the construction of the Airport National Guard Sewer Project which project is herewith authorized. 3. The revenue that will finance said project is: Transfer from Sewer Capital Projects $ 91,000 Federal and State Grants 941000 Total $ 185,000 ---------- ---------- ~ i~ 4. The following appropriations necessary for the project are herewith made from the revenue listed above: Administration and legal $ 5,000 General Contract 170,000 Contingencies '1 OJ, 010101 Total $ 185,000 ---------- ---------- 5. This project ordinance shall be entered ln the minutes of the Board of Commissioners of the New Hanover County Water and Sewer District. Within five days hereof, copies of this ordinance shall be filed with the finance and budget offices in New Hanover County, and with the Clerk to the Board of Commissioners of the New Hanover County Water and Sewer District. Adopted this ~~_ day of ~___, 1990. . .', . rJ; 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 New Hanover County Board of Commissioners sitting as the governing body of New Hanover County Water and Sewer District, met in Regular Session on Monday, October 15, 1990 at 9:00 AM in the Assembly Room of the New Hanover County Courthouse, Wilmington, North Carolina. Members present were: Jonathan Barfield, Sr., Chairman E.L. Mathews, Jr., Vice-Chairman Fred Retchin Nolan O'Neal Robert G. Greer * * * * * * * * * * * * Fred Retffiin presented the following resolution and moved that it be adopted: ~ WHEREAS, the bond orders her~inafter 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 MIssuerM), as follows: 1. Pursuant to and in accordance with the sanitary sewer bond order adopted by the Board of Commissioners, sitting as the governing body of the Issuer, on December 19, 1983, the Issuer shall issue its bonds of the aggregate principal amount of $11,938,000. 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 November 1, 1990. 2. Pursuant to and in accordance with the sanitary sewer bond order adopted by the Board of Commissioners, sitting as the governing body of the Issuer, on September 4, 1990, the Issuer shall issue its bonds of the aggregate principal amount of $752,000. 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 November 1, 1990. 3. The bonds to be issued pursuant to the bond orders described in paragraphs one and two of this resolution shall be issued as one consolidated bond issue of the aggregate principal amount of $12,690,000 and shall be designated MSanitary Sewer BondsM (hereinafter referred to as the MBondsM). The Board of Commissioners, sitting as the governing body of the Issuer, has ascertained and hereby determines that the average period of usefulness declared in paragraphs one and two of this resolution is not less than forty years computed from the date of the Bonds. The Bonds shall be dated November 1, 1990 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 May 1, 1991 and semi-annually thereafter on November 1 and May 1. The Bonds shall mature, subject to the right of prior redemption as hereinafter set forth, annually on May 1, as follows: -2- Principal Principal ~ Amount ~ Amount 1993 $650,000 2003 $650,000 1994 650,000 2004 650,000 1995 650,000 2005 650,000 1996 650,000 2006 650,000 1997 650,000 2007 650,000 1998 650,000 2008 650,000 1999 650,000 2009 650,000 2000 650,000 2010 650,000 2001 650,000 2011 650,000 2002 650,000 2012 340,000 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. 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 (NDTCN), and immobilized in its custody. The book entry system will evidence ownership of the Bonds in the prin- cipal amounts of $5,000 or whole multiples thereof, with trans- fers 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 May 1, as set forth in the foregoing maturity schedule, in clearinghouse funds to DTC or its nominee as regis- tered 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 nominees of beneficial owners. The Issuer will not be responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. In the event that (a) DTC determines not to continue to act as securities depository for the Bonds, or (b) the Issuer determines that continuation of the book entry system of evidence and transfer of ownership of the Bonds would adversely affect the interests of the beneficial owners of the Bonds, the Issuer will discontinue the book entry system with DTC. If the Issuer fails to identify another qualified securities depository to replace DTC, the Issuer will authenticate and deliver replacement Bonds in the form of fully registered certificates. -3- . . Each Bond shall bear interest from the interest payment date next preceding the date on which it is authenticated unless it is (a) authenticated upon an interest payment date in which event it shall bear interest from such interest payment date, or (b) authenticated prior to the first interest payment date in which event it shall bear interest from its date; provided, . however, that if at the time of authentication interest is in default, such Bond shall bear interest from the date to which interest has been paid. The principal of and the interest and any redemption premium on the Bonds shall be payable in any coin or currency of the united states of America which is legal tender for the payment of public and private debts on the respective dates of payment thereof. 5. The Bonds shall bear the manual or facsimile signa- tures of the Chairman of the governing body of the Issuer and the Clerk of the Issuer and the official seal or a facsimile of the official seal of the Issuer shall be impressed or imprinted, as the case may be, on the Bonds. The certificate of the Local Government Commission of North Carolina to be endorsed on all Bonds shall bear the manual or facsimile signature of the Secretary of said 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 executed as provided hereinafter. In case any officer of the Issuer or the Local Government Commission of North Carolina whose manual or facsimile signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such manual or fac- simile 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 signa- tures 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 execu- tion 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: -4- NO. R- $ united states of America state of North Carolina New Hanover County Water and Sewer District SANITARY SEWER BOND INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP November 1, 1990 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS NEW HANOVER COUNTY WATER AND SEWER DISTRICT (herein- after referred to as "DistrictW), a county water and sewer district of the State of North Carolina, acknowledges itself indebted and for value received hereby promises to pay to the registered owner named above, on the date specified above, upon surrender hereof, at the office of the Director of Finance of the District, 320 Chestnut Street, Wilmington, North Carolina 28401 (the "Bond Registrar"), the principal sum shown above and to pay to the registered owner hereof, by check mailed to the registered owner at its address as it appears on the bond registration books of the District, interest on such principal sum from the date of this bond or from the May 1 or November 1 next preceding the date of authentication to which interest shall have been paid, unless such date of authentication is a May 1 or November 1 to which interest shall have been paid, in which case from such date, such interest to the maturity hereof being payable on May 1, 1991 and semi-annually thereafter on May 1 and November 1 of each year, at the rate per annum specified above, until payment of such prin- cipal 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. -5- 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 of New Hanover, sitting as the governing body of the District, on December 19, 1983 and September 4, 1990 (the -Bond Orders-) and a resolution adopted by said Board of Commissioners, sitting as the governing body of the District (the -Resolution-) to pay capital costs of improving the sanitary sewer facilities of the District. The bonds maturing on and after May 1, 2001 shall be subject to redemption prior to their stated maturities at the option of the District on or after May 1, 2000, in whole at any time or in part on any interest payment date, at a redemption price equal to the principal amount of each bond to be redeemed together with accrued interest thereon to the redemption date plus a redemption premium of one-half of one percent (1/2 of 1%) of the principal amount of each bond to be redeemed for each period of twelve months or part thereof between the redemption date and the maturity date of each bond to be redeemed, provided that such premium shall not exceed two percent (2%) of such principal amount. If less than all of the bonds of 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 bonds of any maturity are called for re- demption, the bonds to be redeemed shall be selected by lot; pro- vided, however, that the portion of any bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof and that, in selecting bonds for redemption, the Bond Registrar shall treat each bond as representing that number of bonds which is ob- tained by dividing the principal amount of such bond by $5,000. 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 District shall cause a notice of such redemption to be mailed, postage prepaid, to The Depository Trust Company (-DTC-) or its nominee. On the date fixed for redemption, notice having been given as aforesaid, the bonds or portions thereof so called for redemption shall be due and payable at the redemption price provided for the redemption of such bonds or portions thereof on such date and, if moneys for payment of such redemption price and the accrued interest are held by the Bond Registrar as provided in the 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. -6- The bonds will be issued in fully registered form. by means of a book entry system with no physical distribution of bond certificates made to the public. One bond certificate for each maturity will be issued to DTC and immobilized in its custody. The book entry system will evidence ownership of the bonds in principal amounts of $5,000 or whole multiples thereof, with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures es- tablished 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 par- ticipants 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 review- ing the records maintained by DTC, its participants or persons acting through such participants. The Bond Registrar shall keep at its office the books of the District for the registration of transfer of bonds. The transfer of this bond may be registered only upon such books and as otherwise provided in the Resolution upon the surrender hereof to the Bond Registrar together with an assignment duly executed by the registered owner hereof or his attorney or legal represen- tative in such form as shall be satisfactory to the Bond Regis- trar. 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 denomina- tions, 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 of redemption of bonds or any portion thereof and ending at the close of business on the day of such mailing or of any bond called for redemption in whole or in part pursuant to the 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 prece- dent to or in the issuance of this bond, exist, have been per- formed 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. -7- ~~ 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. IN WITNESS WHEREOF, the District has caused this bond [to be manually signed by] [to bear the facsimile signatures of] the Chairman of the governing body of the District and the Clerk of the District and [a facsimile of] its official seal to be [imprinted] [impressed] hereon, and this bond to be dated November 1, 1990. Chairman, governing body of New Hanover County Water and Sewer District (DISTRICT) (SEAL) Clerk, New Hanover County Water and Sewer District -8- ~