1993-02-24 WS Exhibits
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EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS
The Board of County Commissioners of New Hanover County met in Spe~ial
Session on Wednesday, February 24, 1993 at 3:00 pm in the New Hanover County
Museum, Wilmington, NC
Members present were:
Robert G. Greer, Chairman
E.L. Mathews, Jr., Vice-Chairmill1
Sandra Barone
William A. Caster
William Sisson
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Chi'li rm;:m (;rppr presented the following
resolution and moved that it be adopted:
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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,
BE IT RESOLVED by the Board of Commissioners of the
County of New Hanover, North Carolina (the "Issuer"), as
follows:
1. Pursuant to and in accordance with the general
obligation refunding bond order adopted by the Board of
Commissioners on January 19, 1993, the Issuer shall issue its
bonds of the aggregate principal amount of $4,990,000. The
bonds shall be designated "General Obligation Refunding Bonds,
Series 1993" (hereinafter referred to as the "Bonds"). The
Bonds shall be dated March 1, 1993 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 July 1, 1993 and semi-annually thereafter on
January 1 and July 1. The Bonds shall mature, subject to
adjustment as hereinafter set forth, annually on January 1, as
follows:
Principal principal
Year Amount Year Amount
1994 $325,000 1999 $850,000
1995 270,000 2000 825,000
1996 260,000 2001 805,000
1997 255,000 2002 785,000
1998 255,000 2003 360,000
Debt service will be payable to the owners of the 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.
The Bonds shall be deemed to refund the issue of
bonds being refunded within the period of usefulness of the
capital project being financed by such issue of bonds being
refunded.
2. 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
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certificate for each maturity will be issued to The Depository
Trust Company, New York, New York ("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 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 January 1, as
set forth in the foregoing maturity schedule, in clearinghouse
funds to DTC or its nominee as registered 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.
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 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.
3. The Bonds shall bear the manual or facsimile
signatures of the Chairman and the Clerk of the Board of
Commissioners 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.
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The certificate of the Local Government Commission of
North Carolina to be endorsed on all Bon~s shall bear the
manual or facsimile signature of the Secretary of said Commis-
sion 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
facsimile 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
signatures 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
execution by the Bond Registrar of the certificate of
authentication endorsed thereon.
4. 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
COUNTY OF NEW HANOVER
GENERAL OBLIGATION REFUNDING BOND, SERIES 1993
INTEREST
RATE
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
January 1,
March 1, 1993
REGISTERED OWNER:
CEDE & CO.
PRINCIPAL SUM:
DOLLARS
The County of New Hanover (hereinafter referred to as
"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 Director of Finance of the County, 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 his address
as it appears on the bond registration books of the County,
interest on such principal sum from the date of this bond or
from the January 1 or July 1 next preceding the date of
authentication to which interest shall have been paid, unless
such date of authentication is a January 1 or July 1 to which
interest shall have been paid, in which case from such date,
such interest to the maturity hereof being payable on July 1,
1993 and semi-annually thereafter on January 1 and July 1 of
each year, at the rate per annum specified above, until payment
of such principal 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
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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, as amended, and pursuant to The Local
Government Finance Act of the state of North Carolina, as
amended, a bond order adopted by the Board of Commissioners of
the County on January 19, 1993 (the "Bond Order") and
resolutions adopted by said Board of Commissioners (the
"Resolutions") to provide funds, together with other funds of
the County, to refund the County's outstanding School Bonds,
Series 1985, dated December 1, 1985.
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
(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 established by DTC. Transfer
of principal and interest payments to participants of DTC will
be the responsibility of DTCi 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 County will not be
responsible or liable for maintaining, supervising or reviewing
the records maintained by DTC, its participants or persons
acting through such participants.
The Bond Registrar shall keep at its office the books
of said County 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 Resolutions upon the surrender
hereof to the Bond Registrar together with an assignment duly
executed by the registered owner hereof or his attorney or
legal representative in such form as shall be satisfacto~y to
the Bond Registrar. 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 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.
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
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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 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 Order or the Resolutions mentioned herein 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 County has caused this bond
[to be manually signed by] [to bear the facsimile signatures
of] the Chairman and the Clerk of the Board of Commissioners of
the County and [a facsimile of] its official seal to be
[imprinted] [impressed] hereon, and this bond to be dated March
1, 1993.
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Chairman, Board of Commissioners
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Cl k, Board of CommlSSloners
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
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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 order and resolutions.
COUNTY OF NEW HANOVER
DIRECTOR OF FINANCE,
as Bond Registrar
BY~~
Date of Authentication: .:/k~ t4( (rj'1-l
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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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5. The Bonds shall not be subject to redemption
prior to their stated maturities.
6. 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
such form as shall be 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 upon
the registration books of the Issuer upon the surrender thereof
to the Bond Registrar together with an assignment duly executed
by the registered owner or his attorney or legal representative
in such form as shall be satisfactory to the Bond Registrar.
Upon any such registration of transfer, the Bond Registrar
shall authenticate and deliver in exchange for such 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 such 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 such exchange or
registration of transfer 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 such
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 such exchange or registration of
transfer, but no other charge shall be made for exchanging or
registering the transfer of Bonds under this resolution.
As to any Bond, the person in whose name the same
shall be registered shall be deemed and regarded as the
absolute owner thereof for all purposes, and payment of or on
account of the principal of any such Bond and the interest on
any such 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 such bond, including the interest thereon,
to the extent of the sum or sums so paid.
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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 then commercial standards and for
the timely payment of principal and interest with respect to
the Bonds. The Director of Finance of the 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 at 320
Chestnut street, Wilmington, North Carolina 28401, the books of
the Issuer for the registration, registration of transfer,
exchange and payment of the Bonds as provided in this
resolution.
7. The Local Government Commission of North
Carolina is hereby requested to sell the Bonds and to state in
the Notice of Sale of the Bonds that bidders may name one rate
of interest for part of the Bonds and another rate or rates for
the balance of the Bonds. The 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. The Issuer hereby reserves the right to increase
or decrease the aggregate principal amount of the Bonds by an
amount not to exceed $510,000 following the opening of bids.
The Issuer also hereby reserves the right to increase or
decrease the principal amount of any maturity of the Bonds
maturing in 1994 to 2003, inclusive, by an amount not to exceed
$55,000 per maturity following the opening of the bids. In the
event of such increase or decrease in the aggregate principal
amount of the Bonds, the purchase price of the bonds will be
accordingly increased or decreased by the amount of such
increase or decrease.
8. The Board of Commissioners of the Issuer hereby
approves the terms of the Escrow Deposit Agreement by and
between the Issuer and First-citizens Bank & Trust Company, in
the form presented to the Board (draft of 3/1/93) and hereby
authorizes the officers of the Issuer designated therein to
execute and deliver the Escrow Deposit Agreement in
substantially such form with such changes and insertions as any
of such officers shall deem necessary to accomplish the
purposes for which the Bonds are being issued, their execution
thereof constituting conclusive evidence of such approval.
9. The Chairman and the Clerk of the Board of
commissioners of the Issuer and the Director of Finance of the'
Issuer are hereby authorized and directed to cause the Bonds to
be prepared and, when they shall have been duly sold by said
Local Government Commission, to execute the Bonds and have the
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Bonds endorsed and authenticated as provided herein and to
deliver the Bonds to the purchaser or purchasers to whom they
may be sold by said Local Government Commission.
10. The Chairman and the Clerk of the Board of
commissioners and the Director of Finance and other officers of
the Issuer are hereby a~thorized 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 or appropriate
in order to carry out the intent of this resolution and the
matters herein authorized.
11. 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.
12. The power to make any election on behalf of the
Issuer with respect to the arbitrage rebate provisions of the
Internal Revenue Code applicable to the Bonds is hereby
delegated to the Chairman of the Board of Commissioners and the
Director of Finance of the Issuer.
The motion having been duly seconded, and the
resolution having been considered, it was adopted by the
following vote:
AYES:
Robert G. Greer, Chairman
E.L. Mathews, Jr., Vice-Olairman
Sandra Barone
William A. Caster
William Sisson
NAYS:
None
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STATE OF NORTH CAROLINA
COUNTY OF NEW HANOVER
ss.:
I, LUCIE F. HARRELL, Clerk of the Board of
Commissioners of the County of hereinafter described, DO HEREBY
CERTIFY, as follows:
1. A special meeting of the Board of Commissioners of
the County of New Hanover, a county in the State of North
Carolina, was duly held on February 24, 1993, 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 this
24th day of February, 1993.