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:
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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
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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.
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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
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PROJECT ORDINANCE
MOBILE HOME PARKS SEWER SYSTEM
BE IT ORDAINED,
by the Board of Commissioners of the
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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
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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
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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
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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.
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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
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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
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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.
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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
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Fred Retffiin presented the following
resolution and moved that it be adopted:
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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:
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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.
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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:
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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.
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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.
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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.
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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
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