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1993-03-15 RM Exhibits " -~ - .' EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS ,The New Hanover County Board of Commissioners met in Regular Sesslon on Monday, March 15, 1993 at 9:00 a.m. in Court Room 401 of the New Hanover County Judicial, Building, Wilmington, N.C. Members present were: Robert G. Greer, Chairman E.L. Mathews, Jr., Vice-Chairman Sandra Barone William A. Caster William Sisson * * * * * S;:mnrri RrirOfle moved that the following resolution be adopted: WHEREAS, the Local Government Commission of North Carolina has informed the Board of Commissioners of the County of New Hanover (the "Issuer") that it has sold in the manner prescribed by law the Issuer's $5,040,000 General Obligation Refunding Bonds, Series 1993, dated March 1, 1993 (the "Bonds"), and that the contract of sale contemplates that the Bonds shall be payable and bear interest as hereinafter provided; and WHEREAS, the proceeds of the Bonds will be used, together with other available funds, to refund School Bonds, Series 1985, of the Issuer, dated December 1, 1985 and maturing in the years 1993 to 2003, inclusive; and ~' ). WHEREAS, the Board of commissioh~rs of the Issuer desires to take such actions as are necessary to approve the terms of such sale, to approve the official statement and final official statement circulated in connection therewith and to authorize and/or confirm such other documents and actions contemplated by such sale: NOW THEREFORE, BE IT RESOLVED by the Board of commissioners of the Issuer, as follows: 1. The Bonds shall mature on January 1 in the years and principal amounts and bear interest at the rates per annum as follows: Year Principal Amount Interest Rate 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 $325',000 $275,000 $270,000 $270,000 $265,000 $860,000 $835,000 $810,000 $780,000 $350,000 4.25% 4.30 4.30 4.30 4.30 4.30 4.30 4.30 4.30 4.30 The provisions of the Board's resolution adopted on February 24, 1993 respecting principal payments are deemed amended to reflect the foregoing schedule of principal payments. 2. The Official Statement dated February 19, 1993 setting forth financial and statistical data in connection with the offering of the Bonds, which was circulated with the Notice of Sale thereof, and the Final Official Statement dated March 2, -2- ~ 1993, are hereby approved~ In connection with this approval, the Board of Commissioners of the Issuer has examined copies of the Official statement and the Final 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 Board of Commissioners of the Issuer does hereby recite that, upon its examination and discussions, nothing has come to its attention which would lead it to believe that said Official statement or said Final 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, provided that the Board makes no recitation with respect to consideration of information supplied by, or which should have been supplied by, the successful bidder for the Bonds. 3. The Chairman and the Clerk of the Board of Commissioners, the County Manager, the Finance Officer and other officers of the Issuer are hereby authorized and directed to take all other actions necessary in connection with the sale and issuance of the Bonds and the effectuation of the purposes for which the Bonds are being issued. 4. This resolution shall become effective upon its adoption. -3- .. " '" William A. caster seconded the motion, and the motion was adopted. The vote on the adoption of the resolution was as follows: AYES: Robert G. Greer, Chairman E.L. Mathews, Jr., Vice-Chairman Sandra Barone William A. Caster NAYS: William Sisson NONE * * * * * * -4- STATE OF NORTH CAROLINA ss.: COUNTY OF NEW HANOVER I, LUCIE F. HARRELL, Clerk to the Board of commissioners of the County hereinafter described, DO HEREBY CERTIFY, as follows: 1. A regular meeting of the Board of Commissioners of the County of New Hanover, a county of the State of North Carolina, was duly held on March 15, 1993, proper notice of said m~eting having been given as required by North Carolina statutes, and minutes of said meeting have be~n duly recorded in the Minute f . 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 County, this /~~ day of March, 1993. . ""..'!:-_....~.~~~~......::.....,.....~'t..~~..;,:._. ,." ' "'!t EXHIBIT A REBATE COMPLIANCE CERTIFICATE THIS REBATE COMPLIANCE CERTIFICATE (the "Rebate Compliance Certificate") is made this 23rd day of March, 1993 by the County of New Hanover, North Carolina (the "Issuer") in connection with the issuance on the date hereof of the Issuer's $5,040,000 General Obligation Refunding Bonds, Series 1993, dated March 1, 1993 (the "Bonds"): WITNESSETH: WHEREAS, the Internal Revenue Code of 1986, as amended (the "Code") and the regulations promulgated thereunder impose certain conditions with respect to the exclusion from gross income pursuant to the Code of interest paid on municipal obligations, such as the Bonds; WHEREAS, it will therefore be necessary to comply with the Code and regulations in order to assure the exclusion from gross income of interest paid on the Bonds pursuant to the Code; NOW, THEREFORE, the Issuer covenants to comply with those provisions of the Code that are applicable to the Bonds, including but not limited to regulations promulgated thereunder, and with the provisions of Temporary Treasury Regulations Sections 1.103-13T, and 1.148-12T through 1.148-13T. The foregoing provisions of law and regulation, along with certain other requirements of the Code, are summarized in this Rebate ..~ .;;,...-.-., ~'-~.-.. ,_~",~,"''';'''''''_....;l......,..:__".._~~ ,: Compliance Certificate. The Issuer hereby covenants to comply with the provisions contained in said Rebate Compliance Certificate under the circumstances specified in the Certificate of Non-Arbitrage (the "Certificate") executed by the Issuer in connection with the issuance of the Bonds to which this Rebate Compliance Certificate is attached as Exhibit A. SECTION 1. Definitions. (a) All capitalized terms used in this Rebate Compliance Certificate which are not specifically defined herein shall have the same meanings ascribed to such terms in the Certificate. (b) The following terms shall have the following meanings unless the context otherwise requires: "Bond Year" shall mean the period, beginning on March 23, 1993 (the date of delivery of the Bonds) and ending on January 1, 1994 and each subsequent one-year period ending on January 1 during which the Bonds are outstanding. "Bond Yield" shall mean the yield on the Bonds as calculated in the Certificate, provided however, that the Bond Yield must be recomputed to take into account (i) the retirement of any of the Bonds prior to their scheduled maturity dates or mandatory early redemption with original proceeds if the cumulative amount of original proceeds used for this purpose exceeds 25 percent of the original proceeds; (ii) a retirement of any of the Bonds, (with other than original proceeds) prior to their scheduled maturity dates or mandatory early redemption, within 5 years from the date of issue of the Bonds, or (iii) any expected retirement of any of the Bonds, prior to their scheduled -2- ~ ',' r,. ~__-~",,"............~...~'.,.~,. " maturity dates or mandatory early redemption if within 5 years of the date of issue of the Bonds cash or nonpurpose investments (other than original proceeds) have been deposited in a fund reasonably expected to be used for that early retirement, or the Issuer has contractually obligated itself to carry out the retirement regardless of whether that early retirement occurs. "computation Date" shall mean an Installment computation Date or the Final Computation Date. "computation Date credit" shall mean with respect to the Bonds on an eligible computation Date a credit of $3,000 against the Rebate Requirement due. A Computation Date is an eligible Computation Date unless that date is less than 1 year after the immediately preceding computation Date. "Delivery Date" shall mean March 23, 1993. "Fair Market Value" shall mean, when applied to any Investment Property, the fair market value of such investment as determined in accordance with section 3 hereof. "Final computation Date" shall mean the date that the last outstanding Bond is discharged. "Gross Proceeds" shall mean amounts which are: (i) actually or constructively received by the Issuer from the sale of the Bonds, excluding amounts included in the issue price and used to pay accrued interest within one year of the Delivery Date ("Original Proceeds"); (ii) investment proceeds (defined in Temporary Treasury Regulations ~1.148-8(d) (5) to include amounts -3- .-', .~.,:..~..'-.Z::~~-_~.. .~,''''' ...;"~k,,!..';:t~~'t... s actually or constructively received at any time by the Issuer, such as interest and dividends, from the investment of the original proceeds of the Bonds; (iii) treated as proceeds under Treasury Regulations Section 1.103-13(g) (which treats amounts in an invested sinking fund for an issue as proceeds of an issue), other than amounts in the General Fund to make regularly scheduled payments of debt service on the Bonds; (iv) invested in a reasonably required reserve or replacement fund (as defined in Treasury Regulations Section 1.103-14(d)); (v) pledged by the Issuer as security for payment of debt service on the Bonds; (vi) proceeds on certain uninvested cash balances imputed by Treasury Regulations Section 1.148-5; and (vii) Transferred proceeds. (viii) treated as after-arising replacement amounts under Treasury Regulations Section 1. 148 -11( c) . For additional rules governing the allocation of Gross Proceeds to the Bonds and of investments to Gross Proceeds, see Exhibit D, attached hereto. "Installment Computation Date" shall mean January 1, 1998, the last date of the fifth Bond Year, and January 1 of each succeeding fifth Bond Year. "Investment Property" shall mean any security or obligations, any annuity contract or any other investment-type -4- 'co< 11'-_ .~-::";''''::..-,1;''lo:''''''4'';':;';'':'''';:-.:''.'';:''!"''~ ~ property. Investment property shall not include any tax exempt obligation which is not a "specified private activity bond." A tax exempt obligation includes a tax exempt bond (other than a specified activity bond), a tax exempt mutual fund (that does not invest in specified private activity bonds) and an exempt Demand Deposit SLGS as to which the Issuer in good faith attempts to comply with the requirements of the Demand Deposit State and Local Government Series program described in 31 CFR part 344. "Nonpurpose Investment" shall mean any Investment Property in which the Gross Proceeds are invested. "Rebate Requirement" shall have the meaning ascribed thereto in Section 4(a) of this Rebate Compliance Certificate. SECTION 2. ACCOUNTING REQUIREMENTS. (a) Accounting Requirements Applicable~ to the Escrow Agent. The Issuer shall instruct the Escrow Agent to maintain accurate books and records, setting forth: (A) the date upon which the investment is purchased; (B) The purchase price of such investment (recording separately commissions, administrative expenses and similar expenses) ; (C) the date of sale or maturity of such investment; (D) the proceeds received on the sale or maturity of such investment (recording separately commissions, administrative expenses and similar expenses); and (E) investment income realized with respect to such investment. -5- .1 '.."'_, .:... - <c... CO.........".. .. .......l......r.:p;"r..::,..';',~"..:::_!....~.;~~;.~!i-.. " , , (b) Accounting Requirements Applicable Solely to the Issuer. The Issuer will maintain records adequate to determine the Rebate Requirement. Such records will include, but are not necessarily limited to, information regarding the following with respect to each and every Nonpurpose Investment by the Issuer allocated to Gross Proceeds: (1) the date of expenditure of all amounts held in the Accounts under the Resolutions and (2) with respect to each investment held in the Accounts under the Resolutions. (i) the purchase price, recording separately commissions, administrative expenses and similar expenses); (ii) nominal rate of interest; (iii) amount of accrued interest (included in purchase price) ; (iv) par or face amount; (v) purchase date; (vi) maturity date; (vii) amount of original issue discount or premium (if any) ; (viii) type of Investment Property; (ix) frequency of periodic paYments; (x) period of compounding; (xi) yield to maturity; (xii) date of disposition; -6- ~~~~~~A~~~~~~:~~~~~~. ~ \ (xiii) amount realized on the disposition (including accrued interest) (recording separately commissions, administrative expenses and similar expenses) ; (xiv) market price data sufficient to establish that the purchase price was equal to the fair market value on the date of acquisition or, if earlier, on the date of a binding contract to acquire such Nonpurpose Investment; and (xv) market price data sufficient to establish the fair market value of any Nonpurpose Investment as of any Computation Date, and as of the date such Nonpurpose Investment becomes allocable to, is sold, or otherwise ceases to be allocable to, Gross Proceeds. The Issuer will instruct the Escrow Agent to deliver any books and records maintained by it to the Issuer within 30 days of each Computation Date. Additionally, the Issuer shall retain records of the determinations required by Section 5 hereof until six years after the Final Computation Date or for such other period as the Treasury Department may, by regulations or rulings, provide. SECTION 3. Market Price Rules. The Issuer agrees to comply with the requirements of Treasury Regulations Sections 1.148-4(c) and 1.148-2(d) and any further regulations promulgated by the Treasury. In this regard, the Issuer agrees, among other things, that it will not acquire or cause to be acquired any Nonpurpose Investment acquired with Gross Proceeds for an amount in excess of its Fair Market Value or sell or otherwise dispose -7- '. ~~-,,-_. - ....-....... ..-.....--.,...-...... \; of any such Nonpurpose Investment for an amount less than its Fair Market Value. SECTION 4. Rebate Requirement. The Code requires that certain arbitrage profits earned with respect to the Gross Proceeds be rebated to the Federal Government. In order to satisfy this requirement, the Issuer shall comply with the following provisions and procedures. (a) The Issuer shall calculate the Rebate Requirement, if any, as of each Computation Date. The Rebate Requirement as of any Computation Date, subject to such modifications as may be made by Treasury regulations or rulings, shall be an amount equal to the excess of the future value of all Nonpurpose Receipts (as defined in subsection (b) below) over the future value of all Nonpurpose Payments (as defined in subsection (c) below). All future values are computed as of the Computation Date using the Bond Yield. (b) Any amount actually or constructively received with respect to a Nonpurpose Investment allocated to the Bonds constitutes a Nonpurpose Receipt. Such Nonpurpose Receipts are not reduced by any commissions, administrative or similar expenses, except as provided below in subsection 4(d). A Nonpurpose Investment that ceases to be allocated to the Bonds other than by reason of a sale or retirement of such Nonpurpose Investment, shall be a Nonpurpose Receipt as of the date such Nonpurpose Investment is no longer allocated to the Bonds (a "Disposition Receipt"). Except as provided below, the amount of a Disposition Receipt shall be the fair market value of the -8- . .....~...._...;...~..;..=>:....~..'!'~":'~.- Nonpurpose Investment on the date such Nonpurpose Investment is no longer allocated to the Bonds. Subject to the foregoing and the next succeeding paragraph, on each Installment Computation Date, the fair market value of all Nonpurpose Investments allocated to the Bonds on that date shall be treated as Nonpurpose Receipts, provided that all fixed rate, Nonpurpose Investments held on any Installment Computation Date may be valued at the present value of the Nonpurpose Investment in lieu of fair market value. For purposes of this paragraph and the preceding paragraph of this Section 4, the fair market value of investment property other than obligations of the United States or any instrumentality thereof backed by the full faith and credit of the United States or any such agency or instrumentality thereof shall be determined pursuant to the following special rules rather than the rules described in Section 3 to the extent such rules conflict with the rules set forth in Section 3: (1) any investment contracts which provide for investments from time to time in obligations of the other party having an interest rate or rates specified in the contract where all such obligations are purchased and retired or redeemed at par plus accrued interest shall, on any Installment Computation Date, be valued at par plus accrued interest; and (2) investments in any refunding escrow fund will be valued at present value on any Installment Computation Date, or for purposes of determining the -9- ", _.~ -.;,..,,:4'_ .,,:'-.;. ;.:".;s::!'~-:,:"';:- "1,)."-::";>';: '. amount of any Disposition Receipt or Constructive Payment (as defined below in Temp. Treas. Reg. ~1.148- 2 (b) ); and (3) for a SLGS not in a refunding escrow fund, the present value of the SLGS is treated as the fair market value thereof and the maximum interest rate in effect (on the date of determination) for SLGS with a term equal to the remaining term of the SLGS shall be treated as the yield on such SLGS for purposes of computing the present value of such SLGS. Except as otherwise provided, the present value of a Nonpurpose Investment on any Computation Date equals the present value of all future receipts with respect to such Nonpurpose Investment, using a discount rate equal to the yield on the Nonpurpose Investment. The yield used for determining present value on a Non-Purpose Investment equals the discount rate that, when used in computing the present value of all past and future receipts with respect to the Nonpurpose Investment, produces an amount equal to the present value of the payments taken into account on the Nonpurpose Investment as of the date that the Non- Purpose Investment is allocated to the Bonds. For purposes of calculating the yield on a Nonpurpose Investment, it shall be assumed that the Nonpurpose Investment will be sold on the date that the Issuer is entitled to require that the Nonpurpose Investment be redeemed, purchased or retired at a stated price that will produce the highest yield on the Nonpurpose Investment. -10- ..... "-,..~~..'-'t..;.",,....~.~~..':'lU"..:!''''!.<;'''''JlL>......'~ '. " In the event that the Nonpurpose Investments constitute Eligible Investments, as hereinafter defined, the present value of those investments will equal the par amount of the investment plus accrued interest. For purposes of this paragraph, an Eligible Investment is a fixed rate investment that is not an United States Treasury Security - State or Local Government Series ("SLGS") and is not in a refunding escrow fund where the paYments taken into account (i.e. the purchase price) are par plus accrued interest for a period of less than one year, interest on the investment is actually and unconditionally due and payable at periodic intervals of one year or less and the date that produces the highest yield on the investment is the final maturity date. In the event that the Nonpurpose Investment constitutes a SLGS, the present value of the SLGS shall be computed using the Bond Yield, unless the SLGS is in a refunding escrow fund, in which case the present value shall be computed using the yield on the SLG. The calculation of the present value of investments in a refunding escrow fund is made by treating all investments in such escrow as one investment and the date any investment was first in the escrow as the date the one investment is allocated to the bonds. Nonpurpose Receipts also include recovered overpaYments of the Rebate Requirement, and amounts that may be treated as imputed receipts under future Treasury Regulations. (c) Nonpurpose PaYments are amounts of Gross Proceeds directly used to purchase Nonpurpose Investments, net, except as -11- ~:.;-..._~a.t"'~'~":..':"''''''~.;;:~:''~<I.~;'':o.;:;:o.:,.*;,!;t'::;;:~:~~. .... provided in Section 4(d), of commissions, administrative or other expenses. Nonpurpose Investments that were not purchased with Gross Proceeds shall be treated as purchased with Gross Proceeds for the Fair Market Value on the date such Nonpurpose Investment is allocated to the Bonds. In the case of a restricted reserve or replacement fund, such amounts are valued at their present value. In addition, any payments of the Rebate Requirement, including the Computation Date Credit, shall constitute a Nonpurpose Payment. (d) Reasonable administrative costs may be taken into account with respect to investments of Gross Proceeds in both regulated investment companies (within the meaning of Section 851 of the Code) and in a Commingled Fund (as defined in Exhibit Two, hereto) in which the Issuer and all members of the same controlled group as the Issuer own less than 10% of the beneficial interest in the investments of the Commingled Fund, provided that, in each case, the regulated investment company or the fund, as the case may be, either (i) has a reasonable expectation that the average daily balance of moneys invested in the fund from sources other than Gross Proceeds of tax-exempt bonds will equal or exceed the lesser of $50 million or 50% of the total average daily balance of monies invested in such regulated invested company or fund, for the current fiscal year, or (ii) the regulated investment company or fund, as the case may be, qualifies as a publicly offered regulated investment company (as defined in Section 67(c) (2) (B) of the Code), and is not marketed or structured for a principal purpose of attracting -12- - .'~" ~'-"'.. .." c.,!:';';'''':'::::.Q.~;:.;::.,,:z.:~~'';;~;::::.t;~~~Z:~~~' investors of proceeds of issues of tax-exempt bonds. An unintentional failure to satisfy the diversification requirements set forth in (i), above, will not disqualify the regulated investment company or fund as the case may be, unless the company or fund fails to take prompt remedial action to comply with such requirement for the next succeeding quarterly accounting period. An intentional failure to satisfy such requirements will cause such fund to never have been qualified. With respect to Commingled Funds and regulated investment companies that fail to satisfy the above requirements, the Issuer may, nevertheless, recover reasonable administrative costs not in excess of .25% of the average daily balance of amounts invested in such company or fund for the fiscal year. Under no circumstances, however, may administrative costs paid or incurred for computing the Rebate Requirement imposed by Section 4 of this Rebate Compliance Certificate be taken into account. For purposes of this Rebate Compliance Certificate, "administrative costs" include costs paid by or on behalf of the Issuer for brokerage or selling commissions, legal and accounting fees, investment advisory fees, recordkeeping, safekeeping, custody, and similar costs and expenses of a fund. Administrative costs include 12(b}-1 fees charged by a regulated investment company. Administrative costs include a brokerage commission for an investment contract purchased with Gross Proceeds regardless of whether the brokerage commission is paid or incurred on behalf of the Issuer or the provider of the -13- - . .~~.",.-~ '-. ..7.-"";"':."~;'''...''';''.:.''';!t:..;,:..;:::.c.t.<''.'';#-:''I.,::..~'':;-4.. .L investment contract. Whether administrative costs are reasonable is based on all the facts and circumstances including, without limitation, whether or comparable in nature and amount to customary administrative costs that would be charged for the same investment if the investment were made from a source of funds other than Gross Proceeds. (e) The future value of a Nonpurpose Receipt or PaYffient shall be determined by using the following formula: FV PV (1 + i) n where: FV the future value of the Nonpurpose Receipt or PaYffient; PV the amount of the Nonpurpose Receipt or PaYffient; i = Bond Yield divided by the number of compounding intervals in a Bond Year; and n the number of whole or fractional intervals from the date of the Nonpurpose Receipt or PaYffient to the Computation Date. (f) The Rebate Requirement shall be computed by the Issuer as of each Installment Computation Date and as of the Final Computation Date. Rebate installments of at least 90 percent of any rebate requirement earned as of any Installment Computation Date shall be paid by the Issuer no later than the date 60 days after such Installment Computation Date. The final rebate paYffient of 100 percent as of the Final Computation Date, together with any income attributable to such rebate requirement (calculated in accordance with subsection (g) below), shall be -14- , I. .to paid by the Issuer no later than the date 60 days after the Final Computation Date. (g) If the final rebate payment is not made within 60 days after the Final Computation Date, the following rules apply. Amounts earned from investing the amount of rebatable arbitrage at an arm's length interest rate during the Final Payment Period, as hereinafter defined, shall constitute income attributable to rebatable arbitrage. If the amount of rebatable arbitrage is not invested at an arm's length interest rate, or the amount so invested is not identified, income attributable to rebatable arbitrage will be calculated using the maximum interest rate in effect on the Final Computation Date for SLGs with a term equal to the longer of the Final Payment Period or thirty days. For purposes of this Section Final Payment period shall mean the period beginning on the Final Computation Date and ending fifteen days before the final rebate payment is made. (h) Each payment made pursuant to this Section shall be filed with the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255 on or before the date such payment is due, and shall be accompanied by an Internal Revenue Service Form 8038-T. SECTION 5. Further Actions to Maintain Tax Exemption. The Issuer shall take all actions necessary to comply with the requirements of the Code in order to ensure that interest on the Bonds will not become includable in gross income for purposes of Federal income taxation; provided, however, the Issuer shall not be required to comply with any provision of this Rebate Compliance Certificate in the event the Issuer receives an -15- ., l t.. opinion from Bond Counsel that compliance with such provision is not necessary to maintain the exclusion from gross income pursuant to the Code of interest on the Bonds and the Issuer complies with any requirements set forth in such opinion. SECTION 6. Amendments. This Rebate Compliance certificate shall be amended or modified by the parties hereto in any manner which is necessary to comply with such regulations as may be promulgated by the Treasury Department from time to time under the Code. In this regard, the parties shall obtain an opinion of Bond Counsel that such amendment or modification is in compliance with such regulations. SECTION 7. Survival on Defeasance or Payment. Notwithstanding anything in this Rebate Compliance certificate or the Resolution to the contrary, the obligation of the Issuer to remit the amount determined pursuant to section 4 to the Internal Revenue Service, and to comply with all other requirements contained in this Rebate Compliance Agreement, must survive the defeasance or payment of the Bonds. -16- .. . SECTION 8. supplementation of this certificate. The Issuer and the Bonds are subject to section 148 of the Code and the Temporary Regulations thereunder. Changes in such regulations or the interpretation thereof may be retroactive to the date of issue of the Bonds. Accordingly, the Issuer understands the need to supplement this Rebate compliance certificate periodically to reflect further developments in the Federal income tax laws governing the exclusion from gross income or federal income tax purposes of the interest on the prior to making any of the calculations set forth hereunder. IN WITNESS WHEREOF, the Issuer has caused this Rebate Compliance certificate to be executed in its name as of the date first above written. COUNTY OF NEW HANOVER, NORTH CAROLINA By: 1?LI~ Chairman, Board of Commissioners -17- ~ ( EXHIBIT C Definitions Fair Market Value, with respect to a nonpurpose investment, shall mean, except where otherwise indicated in the Certificate of Non-Arbitrage or the Rebate Compliance Certificate, the following: 1. Nonpurpose Investments for which there is an Established Market. Except with respect to Investment Property that is an obligation of the United States (or any agency or instrumentality thereof), and is backed by the full faith and credit of the United States (or any such agency or instrumentality), the fair market value of any Investment Property for which there is an established market shall be determined as provided in Section 20.2031-2 of the United States Treasury States Tax Regulations, attached hereto as Exhibit E. The fair market value of Investment Property consisting of the obligations of the United States (or any agency or instrumentality thereof) described above, for which there is an established market, shall be the mean of the bid and asked prices on the date of determination (or, if there are no bid and asked prices on such date, on the first date preceding such date for which there are bid and asked prices), provided that, if the price paid to purchase such an obligation is higher than the mean of the bid and asked prices, that higher price may be treated as the fair market value of the obligation if that obligation is purchased in a bona fide arm's length transaction without regard to any amount paid to reduce the yield on the obligation. The bid and asked prices shall be determined either by reference to "Composite Closing Quotations for United States Government Securities" published by the Federal Reserve Bank of New York, or by reference to a comparable compilation of bid and asked prices regularly published in a newspaper of general circulation throughout the United States. 2. Certificates of Deposit. The market price of a certificate of deposit issued by a commercial bank that has a fixed interest rate, a fixed principal payment schedule, a fixed maturity, and a substantial penalty for early withdrawal shall be its purchase price if the certificate of deposit has a yield not less than the yield on reasonably comparable direct obligations of the United States, and either (i) the yield on the certificate of deposit is not less than the highest yield that is published or posted by the provider to be currently available from the provider on comparable certificates of deposit offered to -1- {J I the public, or (ii) (a) the purchaser makes a bona fide solicitation for a specified certificate of deposit and receives at least three qualifying bids from providers that have no material financial interest in the issue, (b) the purchaser purchases the highest-yielding certificate of deposit for which a qualifying bid is made, and (c) the yield on the certificate of deposit is not less than the yield then currently available from the provider on comparable certificates of deposit offered to other persons from a source of funds other than gross proceeds of an issue of tax-exempt bonds. 3. Investment Contracts. Except as provided in Section 4 of the Rebate Compliance Certificate, in the case of an investment contract, the obligations acquired thereunder shall be considered acquired or disposed of for an amount equal to the fair market of such obligations if: a. the purchaser makes a bona fide solicitation for an investment contract with specified material terms and receives at least three bids on the investment contract from persons other than those with an interest in the Bonds (e.g., underwriters); b. the purchaser purchases the highest yielding investment contract for which a qualified bid is made, or has significant bona fide, non-tax reasons (such as credit worthiness of the bidder) for failure to purchase the highest-yielding investment contract offered, provided that, if the purchaser purchases an investment contract from a provider that has a material financial interest in the issue, the purchase price of the contract is presumed to be more than fair market value unless the yield of the investment contract is at least as high as the highest- yielding investment contract for which a qualifying bid is made; c. the determination of the price of the investment contract takes into account as significant factors, the purchaser'S reasonably expected draw-down schedule for the funds to be invested, exclusive of float funds and reasonably required reserve or replacement funds; d. the collateral security requirements for the investment contract are reasonable, based on all the facts and circumstances; e. the provider of the investment contract certifies those administrative costs that are reasonably expected to be paid to third parties in connection with the investment contract; and -2- . ' f. the yield on the investment contract is not less than the yield currently available from the provider on reasonably comparable investment contracts offered by the provider to other persons, if any, from a source of funds other than gross proceeds of an issue of tax-exempt bonds. The requirements cited above will not apply to the following investment contracts, and all such following investment contracts will be deemed to be purchased at a fair market price: (i) an investment contract that has a remaining term to maturity that such is not in excess of six months, (ii) an investment contract that is traded on an established securities market, and (iii) an investment contract that has a yield more than .25% below the yield on the Bonds, provided that such low-yielding investment contract must not have been entered into for a purpose of offsetting arbitrage earned or to be earned on other investments of Gross Proceeds of the Bonds. 4. Other Nonpurpose Investments for which there is not an Established Market. Except as otherwise provided in this Exhibit C or in Section 4 of the Rebate Compliance Certificate, the fair market value of any Investment Property for which there is no established market is the price at which a willing buyer would purchase the investment from a willing seller. Except as otherwise provided in this Appendix One, if Investment Property is not readily saleable, the fair market value shall be determine by taking into account the price at which a willing buyer would purchase the same (or a substantially similar) investment from the issuer of the investment. -3- Ii '. ~ '. EXHIBIT D Allocation and Accounting Rules (a) General Allocation of Proceeds to Bonds, Investments and Expenditures. Except as otherwise provided in the Rebate Compliance Certificate, Gross Proceeds shall be identified and allocated to the Bonds and to expenditures in the manner and under the circumstances described in the definition of Gross Proceeds in the Rebate Compliance Certificate. Except as provided in this Exhibit D in subsection (c) (regarding Working Capital Expenditures), subsection (e) (regarding deemed expenditures of certain investment proceeds), and subsection (f) (regarding expenditures from Commingled Funds), Gross Proceeds of the Bonds may be allocated to investments pursuant to any reasonable, consistently applied accounting method, provided that Gross Proceeds may not be allocated to a paYment for a nonpurpose investment in an amount greater than, or to a receipt from the sale or other disposition of a nonpurpose investment in an amount less than, the fair market value of such nonpurpose investment. For this purpose, "accounting method" means both the overall method used to account for gross proceeds of an issue (e.g., the cash method or a modified accrual method) and the method used to account for or allocate any particular item within that overall accounting method (e.g., accounting for investments, expenditures, allocations to and from different sources, and particular items of the foregoing). Except as otherwise provided in the Rebate Compliance Certificate, amounts are allocable to only one issue (including a taxable issue) at a time as Gross Proceeds. Finally, except as otherwise provided in the Rebate Compliance Certificate, amounts that are original proceeds or transferred proceeds allocable to an issue must be so allocated to that issue and may not be allocated instead as replacement proceeds to another issue. (b) General Allocation of Proceeds to Expenditures. Gross Proceeds of the Bonds may be allocated to expenditures pursuant to any reasonable, consistently applied accounting method, provided that all expenditures must involve a reasonably current outlay of cash i.e., an outlay, by check mailed, or available funds advanced, that is reasonably expected to occur not later than five banking days after the allocation of Gross Proceeds to the expenditure. An allocation method will not be considered consistently applied unless it accounts uniformly both for Gross Proceeds of the Bonds in a commingled Fund (as defined below) and for any other amounts in the same Commingled Fund containing those Gross Proceeds and unless it accounts uniformly for all Gross Proceeds of the Bonds for the period beginning on the Delivery Date and ending on the retirement of the last obligation that is part of the Bonds, provided, however, that the Issuer may specially account for a particular expenditure, and may alter the general accounting method previously used to (t ' ~ . account for expenditures of Gross Proceeds, if such special or altered accounting method is employed for a bona fide purpose and is not an artifice or device to avoid the requirements of Section 148 of the Code. In the event the Issuer elects to employ a ratable allocation method to account for expenditures of Gross Proceeds, and deposits Gross Proceeds in a Commingled Fund, as defined below, the ratable allocation method so employed generally to account for all expenditures of Gross Proceeds shall be the same as that used to allocate paYments and receipts with respect to investments in such Commingled Fund. Reasonable accounting methods for allocating funds from different sources to expenditures for the same governmental purpose include any of the following methods applied consistently: a "specific tracing" method, a "gross-proceeds-spent-first" method, a "first-in, first-out" method, or a ratable allocation method. Allocations of Gross Proceeds of the Bonds to expenditures incurred prior to the delivery date shall comply with the provisions of Treasury Regulations Section 1.103-18. Amounts cease to be original proceeds or transferred proceeds allocated to an issue only when they are properly allocated to an expenditure for a governmental purpose, when they become transferred proceeds of another issue, or when they cease to be allocated to that issue by operation of the limitation under subsection (g) of this Exhibit D. (c) Allocation of Gross Proceeds to Working Capital Expenditures. Except as provided below, an allocation of Gross Proceeds of the Bonds on any date to an expenditure that does not constitute a capital expenditure as defined in Treasury Regulations Section 1.150-1(h) (a "Working Capital Expenditure") may occur only to the extent that the amount of such Working Capital Expenditure exceeds the otherwise available amounts calculated as of such date. For this purpose, otherwise available amounts include cash, investments, and other amounts held by the Issuer or any member of the same controlled group as the Issuer if those amounts may be used by the Issuer for Working Capital Expenditures of the type being financed by the Bonds without legislative or judicial action and without a legislative, judicial or contractual requirement that those amounts be reimbursed, provided that otherwise available amounts shall not for this purpose include Gross Proceeds of the Bonds, and provided also, that the Issuer need not consider as an otherwise available amount a reasonable working capital reserve. The reasonableness of a working capital reserve is based on all relevant facts and circumstances but, except with the opinion of Bond Counsel, in no event shall a working capital reserve be considered reasonable if it exceeds an amount equal to 10% of the Issuer's actual Working Capital Expenditures for the previous fiscal year. Gross Proceeds of the Bonds used to reimburse working Capital Expenditures originally paid for with amounts that were not otherwise available amounts may be allocated to such reimbursement under the same circumstances that Gross Proceeds may be allocated to Working Capital Expenditures (i.e., -2- i) f '( . only if there are no otherwise available amounts capable of being used to make such reimbursement) . (d) Exceptions to Working Capital Expenditure Rules. Gross Proceeds of the Bonds may be allocated to the following Working Capital Expenditures under any reasonable, consistently applied accounting method, without regard to the special method required above, by subsection (C): (1) Expenditures that both do not exceed 5% of the sale proceeds of the Bonds and that are directly related to the capital expenditures financed by the Bonds. For this purpose, sale proceeds means any amounts actually or constructively received from the sale of the Bonds, excluding amounts used to pay accrued interest within one year of the Delivery Date; (2) Expenditures for issuance costs of an issue of obligations within the meaning of Section 147(d) of the Code; (3) Expenditures for qualified guarantees within the meaning of Treasury Regulations Section 1.148-3(b) (12); (4) Expenditures for payment of principal of, and interest or call premium on a refunded issue; and (5) Expenditures from a bona fide debt service fund for payment of principal of or interest on an issue. Expenditures described in items (2) through (5) above shall not be taken into account in computing the amount of Working Capital Expenditures described in subparagraph (1) above. (e) Expenditure of Certain Investment Proceeds. Investment earnings on Gross Proceeds of the Bonds may be treated as allocated to expenditures when such amounts are deposited in a Commingled Fund (other than a refunding escrow fund), as defined below, with substantial tax or other revenues from governmental operations of the Issuer, provided that such amounts are reasonably expected to be spent for governmental purposes within six months from the date of such commingling. Such expectations may be based upon any reasonable accounting assumption and are not required to be determined with reference to the accounting method generally required for Working Capital Expenditures pursuant to subsection (c) above. (f) Allocations of Investments in Commingled Funds. In the event any Gross Proceeds of the Bonds are deposited in a fund (i) that contains both Gross Proceeds of the Bonds and amounts in excess of $25,000 that are not Gross Proceeds of the Bonds and (ii) in which moneys are invested collectively without regard to the source of amounts deposited in such fund (a -3- \) I . a "Commingled Fund"), allocations with respect to such Commingled Fund shall comply with the provisions of this subsection (f). An open-end regulated investment company (as defined in section 851 of the Code) is not a Commingled Fund. For purposes of this definition, a regulated investment company is open-ended if it is offering for sale or has outstanding any redeemable security, as defined in section 2(a) (32) of the Investment Company Act of 1940, of which it is the issuer. (1) Common Reserve and Sinking Funds. Except with respect to a bona fide debt service fund, investments held by a Commingled Fund serving as a common reserve fund or sinking fund for the Bonds and some other issue of obligations, must be allocated on each allocation date, as defined below, ratably among the applicable issues sharing the Commingled Fund in accordance with (i) the outstanding principal amounts of the issues as of the date of allocation (except that the present value of a bond originally issued with discount or premium in excess of one-fourth of one percent multiplied by the number of complete years to maturity of the bond must be used instead of its outstanding principal amount), (ii) the present value of the issues on the allocation date determined in accordance with Treasury Regulations Sections 1.148-3(b) (8) or (iii) the aggregate amount of debt service payable on the issues from such Commingled Fund during the following one year period. Allocations must be made on each date that an issue is added to the coverage of the Commingled Fund and, in any event, not less frequently than once every five years. Notwithstanding the special allocation rules contained in this subsection (f), the allocation methods described above shall not require the allocation of amounts to the Bonds as replacement proceeds to the extent the amounts that would otherwise be so allocated consists of original or transferred proceeds of another issue of obligations. Nor shall the allocation method set forth herein require the allocation to the Bonds of amounts that cease to be allocated to the Bonds pursuant to the universal cap rule described in section (g), below. (2) Allocation of Investments. Except with respect to payments from a Commingled Fund described in subparagraph (1) above, all payments and receipts with respect to investments held in a commingled Fund must be allocated among the different sources of funds invested in the Commingled Fund in accordance with a consistently applied, reasonable ratable allocation method described in subparagraph (3), below. Each commingled Fund must adopt a fiscal year (or in the absence of such adoption, will be deemed to adopt the calendar year as its fiscal year) and must compute and allocate (but not necessarily distribute) to each different source of funds invested in such Commingled Fund all (i) payments and receipts with respect -4- ~ : to investments, including accrued income, (ii) gains or losses realized from sales or other dispositions of investment, and (iii) expenditures. (3) Permitted Ratable Allocation Methods. Permitted reasonable, ratable allocation methods for Commingled Funds, include, without limitation, methods that allocate payments and receipts in proportion either (i) to the average daily balances of the amounts in the Commingled Fund from different sources during a computation period or (ii) to the average of the beginning and ending balances of the amounts in the Commingled Fund from different sources for a computation period that does not exceed one month. Except as otherwise provided, a Commingled Fund may consistently use as a computation period any time period within the fiscal year of the Commingled Fund that does not exceed three months, provided that a Commingled Fund must consistently use the computation period so selected. For purposes of the above requirements, the average daily balance of an amount in a Commingled Fund from a particular source is the sum of the amounts in the Commingled Fund from that source for each day in the period divided by the number of days in the period. In addition to allocation of receipts with respect to investments in a Commingled Fund, if the weighted average maturity of all investments held by a Commingled Fund during a particular fiscal year exceeds one year, or if the investments held by the Commingled Fund during a fiscal year do not consist exclusively of debt obligations, then the Commingled Fund (other than a Commingled Fund serving as a common reserve fund or sinking fund) must allocate unrealized gains and losses of investments contained in such Commingled Fund either (i) by treating all investments in the Commingled Fund as if sold at fair market value on the last day of the fiscal year and by allocating the net gains or losses from such deemed dispositions to all sources of funds in the Commingled Fund during that fiscal year according to the same ratable allocation method used to allocate other investment items in the Commingled Fund or (ii) by treating investments in the Commingled Fund as if sold at fair market value on the last day of computation period and by allocating net gains or losses from such deemed dispositions to all sources of funds in the Commingled Fund during that computation method according to the same ratable allocation method used to allocate other investment items in the Commingled Fund. -5- :.) ! ~ .1I Appendix Three Treasury Estate Tax Regulations [~ 20,312.01] Reg. ~ 20.2031-2 Valuation of stocks and bonds. (TD 6296, filed 6-23-58; amended by TD 6826, filed 6-14-65; TD 7312, filed 4-26-74; TD 7327, filed 9-30-74 and TD 7432 filed 9-10-76.) [There have been two proposed amendments to Reg. ~ 20.2031-2, published 4-9-91, and 9-11-91, respectively. See , 143,029 and' 143,033 in the proposed Amendments to Regulations section. ] 1. In general. The value of stocks and bonds is the fair market value per share or bond on the applicable valuation date. 2. Based on selling prices. (1) In general, if there is a market for stocks or bonds, on a stock exchange, in an over-the-counter market, or otherwise, the mean between the highest and lowest quoted selling prices on the valuation date is the fair market value per share or bond. If there were no sales on the valuation date but there were sales on dates within a reasonable period both before and after the valuation date, the fair market value is determined by taking a weighted average of the means between the highest and lowest sales on the nearest date before and the nearest date after the valuation date. The average is to be weighted inversely by the respective numbers of trading days between the selling dates and the valuation date. If the stocks or bonds are listed on more than one exchange, the records of the exchange where the stocks or bonds are principally dealt in should be employed if such records are available in a generally available listing or publication of general circulation. In the event that such records are not so available and such stocks or bonds are listed on a composite listing of combined exchanges available in a generally available listing or publication of general circulation, the records of such combined exchanges should be employed. In valuing listed securities, the executor should be careful to consult accurate records to obtain values as of the applicable valuation date. If quotations of unlisted securities are obtained from brokers, or evidence as to their sale is obtained from officers of the issuing companies, copies of the letters furnishing such quotations or evidence of sale should be attached to the return. (2) If it is established with respect to bonds for which there is a market on a stock exchange, that the highest and lowest selling prices are not available for the valuation date in a generally available listing or publication of general circulation but that closing selling prices are so available, the fair market value per bond is the mean between the quoted closing selling price on the valuation date and the quoted closing selling price on the trading day before the valuation date. If there were no sales on the trading day before the valuation date but there were sales on a date within a reasonable period before the valuation date, the fair market value is determined by taking :I;. ' " llt a weighted average of the quoted closing selling price on the valuation date and the quoted closing selling price on the nearest date before the valuation date. The closing selling price for the valuation date is to be weighted by the number of trading days between the previous selling date and the valuation date. If there were no sales within a reasonable period before the valuation date but there were sales on the valuation date, the fair market value is the closing selling price on such valuation date. If there were no sales on the valuation date but there were sales on dates within a reasonable period both before and after the valuation date, the fair market value is determined by taking a weighted average of the quoted closing selling prices on the nearest date before and the nearest date after the valuation date. The average is to be weighted inversely by the respective numbers of trading days between the selling dates and the valuation date. If the bonds are listed on more than one exchange, the records of the exchange where the bonds are principally dealt in should be employed. In valuing listed securities, the executor should be careful to consult accurate records to obtain values as of the applicable valuation date. (3) The application of this paragraph may be illustrated by the following examples. Example (1). Assume that sales of X Company common stock nearest to the valuation date (Friday, June 15) occurred two trading days before (Wednesday, June 13) and three trading days after (Wednesday, June 20) and on these days the mean sale prices per share were $10 and $15, respectively. The price of $12 is taken as representing the fair market value of a share of X Company common stock as of the valuation date (3 x 10) + (2 x 15) . 5 Example (2). Assume the same facts as in example (1) except that the mean sale prices per share on June 13 and June 20 were $15 and $10, respectively. The price of $13 is taken as representing the fair market value of a share of X Company common stock as of the valuation date (3 x 15) + (2 x 10) . 5 Example (3). Assume the decedent died on Sunday, October 7, and that Saturday and Sunday were not trading days. If sales of X Company common stock occurred on Friday, October 5, at mean sale prices per share of $20 and on Monday, October 8, at mean sale prices per share of $23, the price of $21.50 is taken as representing the fair market value of a share of X Company common stock as of the valuation date -2- fI- I . i>.J (1 x 20) + (23 x 1) . 2 Example (4). Assume that on the valuation date (Tuesday, April 3, 1973) the closing selling price of a listed bond was $25 per bond and that the highest and lowest selling prices are not available in a generally available listing or publication of general circulation for that date. Assume further, that the closing selling price of the same listed bond was $21 per bond on the day before the valuation date (Monday, April 2, 1973). Thus, under subparagraph (2) of this paragraph the price of $23 is taken as representing the fair market value per bond as of the valuation date (25 + 21) . 2 Example (5). Assume the same facts as in example (4) except that there were no sales on the day before the valuation date. Assume further, that there were sales on Thursday, March 29, 1973 and that the closing selling price on that day was $23. The price of $24.50 is taken as representing the fair market value per bond as of the valuation date (1 x 23) + (3 x 25) . 4 Example (6). Assume that no bonds were traded on the valuation date (Friday, April 20). Assume further, that sales of bonds nearest the valuation date occurred two trading days before (Wednesday, April 18) and three trading days after (Wednesday, April 25) the valuation date and that on these two days the closing selling prices per bond were $29 and $22, respectively. The highest and lowest selling prices are not available for these dates in a generally available listing or publication of general circulation. Thus, under subparagraph (2) of this paragraph, the price of $26.20 is taken as representing the fair market value of a bond as of the valuation date (3 x 29) + (2 x 22) . 5 3. Based on bid and asked prices. If the provisions of paragraph (b) of this section are inapplicable because actual sales are not available during a reasonable period beginning before and ending after the valuation date, the fair market value may be determined by taking the mean between the bona fide bid and asked prices on the valuation date, or if none, by taking a weighted average of the means between the bona fide bid and asked prices on the nearest trading date before and the nearest trading day after the valuation date, if both such nearest dates are within a reasonable period. The average is to be determined in the manner described in paragraph (b) of this section. -3- t; c , .J.;,j 4. Based on incomplete selling prices or bid and asked prices. If the provisions of paragraphs (b) and (c) of this section are inapplicable because no actual sale prices or bona fide bid and asked prices are available on a date within a reasonable period before the valuation date, but such prices are available on a date within a r.easonable period after the valuation date, or vice versa, then the mean between the highest and lowest available sale prices or bid and asked prices may be taken as the value. 5. Where selling prices or bid and asked prices do not reflect fair market value. If it is established that the value of any bond or share of stock determined on the basis of selling or bid and asked prices as provided under paragraphs (b), (c), and (d) of this section does not reflect the fair market value thereof, then some reasonable modification of the basis or other relevant facts and elements of value are considered in determining the fair market value. Where sales at or near the date of death are few or of a sporadic nature, such sales alone may not indicate fair market value. In certain exceptional cases, the size of the block of stock to be valued in relation to the number of shares changing hands in sales may be relevant in determining whether selling prices reflect the fair market value of the block of stock to be valued. If the executor can show that the block of stock to be valued is so large in relation to the actual sales on the existing market that it could not be liquidated in a reasonable time without depressing the market, the price at which the block could be sold as such outside the usual market, as through as underwriter, may be a more accurate indication of value than market quotations. Complete data in support of any allowance claimed due to the size of the block of stock being valued shall be submitted with the return. On the other hand, if the block of stock to be valued represents a controlling interest, either actual or effective, in a going business, the price at which other lots change hands may have little relation to its true value. 6. Where selling prices or bid and asked prices are unavailable. If the provisions of paragraphs (b), (c), and (d) of this section are inapplicable because actual sale prices and bona fide bid and asked prices are lacking, then the fair market value is to be determined by taking the following factors into consideration: (1) In the case of, corporate or other bonds, the soundness of the security, the interest yield, the date of maturity, and other relevant factors; and (2) In the case of shares of stock, the company's net worth, prospective earning power and dividend-paying capacity, and other relevant factors. -4- '-:. / , .~ Some of the "other relevant factors" referred to in subparagraphs (1) and (2) of this paragraph are: The good will of the business; the economic outlook in the particular industry; the company's position in the industry and its management; the degree of control of the business represented by the block of stock to be valued; and the value of securities of corporations engaged in the same or similar lines of business which are listed on a stock exchange. However, the weight to be accorded such comparisons or any other evidentiary factors considered in the determination of a value depends upon the facts of each case. In addition to the relevant factors described above, consideration shall also be given to nonoperating assets, including proceeds of life insurance policies payable to or for the benefit of the company, to the extent such nonoperating assets have not been taken into account in the determination of net worth, prospective earning power and dividend-earning capacity. Complete financial and other data upon which the valuation is based should be submitted with the return, including copies of reports of any examinations of the company made by accountants, engineers, or any technical experts as of or near the applicable valuation date. 7. Pledged securities. The full value of securities pledged to secure an indebtedness of the decedent is included in the gross estate. If the decedent had a trading account with a broker, all securities belonging to the decedent and held by the broker at the date of death must be included at their fair market value as of the applicable valuation date. Securities purchased on margin for the decedent's account and held by broker must also be returned at their fair market value as of the applicable valuation date. The amount of the decedent's indebtedness to a broker or other person with whom securities were pledged is allowed as deduction from the gross estate in accordance with the provisions of ~ 20.2053-1 or ~ 20.2106-1 (for estates of nonresidents not citizens) . 8. Securities subject to an option or contract to purchase. Another person may hold an option or a contract to purchase securities owned by a decedent at the time of his death. The effect, if any, that is given to the option or contract price in determining the value of the securities for estate tax purposes depends upon the circumstances of the particular case. Little weight will be accorded a price contained in an option or contract under which the decedent is free to dispose of the underlying securities at any price he chooses during his lifetime. Such is the effect, for example, of an agreement on the part of a shareholder to purchase whatever shares of stock the decedent may own at the time of his death. Even if the decedent is not free to dispose of the underlying securities at other than the option or contract price, such price will be disregarded in determining the value of the securities unless it is determined under the circumstances of the particular case that the agreement represents a bona fide business arrangement and not -5- j.,~ !~,I.'.. a device to pass the decedent's shares to the natural objects of his bounty for less than an adequate and full consideration in money or money's worth. 9. Stock sold lIex-dividend.1I In any case where a dividend is declared on a share of stock before the decedent's death but payable to stockholders of record on a date after his death and the stock is selling "ex-dividend" on the date of the decedent's death, the amount of the dividend is added to the ex-dividend quotation in determining the fair market value of the stock as of the date of the decedent's death. -6- ._"~--i......;,;........",..::..~......~:'~-dt<....<t LLL&M DRAFT 3~/93 ESCROW DEPOSIT AGREEMENT This ESCROW DEPOSIT AGREEMENT, dated March 23, 1993, by and between the County of New Hanover, North Carolina (the "county") and First-citizens Bank & Trust Company, Raleigh, North Carolina, as escrow agent hereunder (the "Escrow Agent"): WITNESSETH: WHEREAS, the County, pursuant to The Local Government Finance Act and a bond order adopted by the Board of commissioners of the County on November 7, 1983 issued its $6,000,000 School Bonds, Series 1985, dated December 1, 1985 and $4,800,000 of such School Bonds, Series 1985, stated to mature in installments on June 1 in each of the years 1993 to 2003, inclusive, are outstanding (the "School Bonds"); and WHEREAS, the County, pursuant to The Local Government Finance Act, a bond order adopted by the Board of Commissioners of the County on January 19, 1993 and resolutions adopted by said Board of commissioners onlFebruarx 24, 1993 and March 15, 1993, authorized the issuance and provl ed for the sale of $5~040 000 General Obligation Refunding Bonds, Series 1993 (the "Refundlng Bonds"), for the purpose of providing funds, together with other available funds, to pay and refund the School Bonds; and WHEREAS, the County has determined to provide for the payment, refunding and redemption of the School Bonds by depositing with the Escrow Agent cash and non-callable direct obligations of the united States of America, which obligations shall not include investments in money market mutual funds ("Government obligations"), in such amounts and maturing at stated fixed prices as to principal and interest at such times so that sufficient moneys will be available from such principal and interest to pay, as the same mature and become due, all principal and interest on the outstanding School Bonds maturing on June 1, 1993 to June 1, 1995, inclusive, and to redeem on June 1, 1995, at the applicable redemption price, as stated in each outstanding School Bond, the School Bonds maturing after June 1, 1995 (the "Refunded Bonds") ; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. Creation of Escrow Account and Expense Account. There is hereby created and established with the Escrow Agent a special and irrevocable escrow account, designated "1993 Escrow Account," to be held in the custody of the Escrow Agent separate and apart from other funds of the County or of the Escrow Agent as a trust fund for the benefit of the holders of the Refunded Bonds. There is also hereby created and established with the Escrow Agent the special account designated "1993 Expense Account" to be held in the custody of the Escrow Agent separate and apart from other funds of the County or of the Escrow Agent. 2. Deposit of Moneys. Concurrently with the execution of this Agreement, the County deposits or causes to be deposited with the Escrow Agent, and the Escrow Agent acknowledges receipt of, immediately available moneys for deposit in the following Accounts, in the amounts and from the sources indicated, to be supplied solely as provided in this Agreement: (a) $4,991,691.27, to be deposited in the 1993 Escrow Account, from the proceeds of the Refunding Bonds. (b) $383,018.85, to be deposited in the 1993 Escrow Account, from cash in the County's general fund. (c) $48,308.73, to be deposited in the 1993 Expense Account, from the proceeds of the Refunding Bonds. (d) - $4.481.15, to be de~osited in the 1993 Expense Account, from cash ln the County's generai rund. 3. Irrevocable Trusts Created. The deposit of moneys in the Accounts, as provided in paragraph 2 (a) and (b) hereof, shall constitute an irrevocable deposit and pledge of said moneys for the equal and ratable benefit of the holders of the Refunded Bonds. The holders of the Refunded Bonds shall have an express lien on all moneys deposited in the 1993 Escrow Account, and on the Government obligations credited to the 1993 Escrow Account, until applied in accordance with this Agreement. The matured principal of the Government Obligations and the interest thereon shall be held in trust by the Escrow Agent, and shall be applied as hereinafter set forth, solely to the payment of the principal of and premium and interest on the Refunded Bonds, respectively, as the same become due and payable, whether at maturity or upon the redemption thereof. 4. Purchase of Government Obliqations. The Escrow Agent is hereby directed to immediately purchase the non-callable Government Obligations listed on Exhibit A hereto, solely for the -2- account of and from the moneys deposited in the 1993 Escrow Account, as therein set forth. A $91.27 portion of the moneys deposited in the 1993 Escrow Account shall not be invested. The Escrow Agent shall apply the moneys deposited in the 1993 Escrow Account, and the Government Obligations purchased therewith, together with all income or earnings thereon, in accordance with the provisions hereof. The Escrow Agent shall have no power or duty to invest any moneys held hereunder or to make substitutions of the Government obligations held hereunder or to sell, transfer or otherwise dispose of the Government obligations acquired hereunder except as provided in this Agreement. 5. Substituted Government Obliqations. Except as otherwise expressly provided in paragraphs 3, 4 and 6 hereof and this paragraph 5, the Escrow Agent shall have no power or duty to invest any moneys held hereunder or to make substitutions of the non-callable Government Obligations held hereunder or to sell, transfer or otherwise dispose of the Government Obligations acquired hereunder, or to pay interest on any such moneys not required to be invested hereunder; provided, however, that at the written direction of the Finance Director of the County and upon compliance with the conditions hereinafter stated, the Escrow Agent shall have the power to sell, transfer, or otherwise dispose of the Government Obligations acquired hereunder, to substitute therefor other direct, non-callable, non-prepayable Government Obligations and to release excess cash from the 1993 Escrow Account and pay such cash to the County. The Escrow Agent shall purchase such substitute Government Obligations and shall pay such excess cash to the County with the proceeds derived from the sale, transfer, or disposition of the Government Obligations. The substitution of Government Obligations described above and the payment of such excess cash to the County may be effected only if (i) the moneys and Government Obligations on deposit immediately after such substitution will be sufficient to meet or exceed the amount required to pay and refund the Refunded Bonds as hereinbefore provided, (ii) the County and the Escrow Agent shall receive, at the expense of the County, and may rely conclusively upon, a verification of an independent certified public accountant or firm of independent certified public accountants designated by the County and not unacceptable to the Escrow Agent that the moneys and Government Obligations on deposit immediately after such substitution or release of cash will be sufficient to meet or exceed the amount required to pay and refund the Refunded Bonds as hereinbefore provided without any reinvestment, (iii) notification of substitution will be given to Moody's Investors Service and Standard and Poor's corporation and (iv) the Escrow Agent shall receive an opinion of LeBoeuf, Lamb, Leiby & MacRae or other nationally recognized bond counsel to the effect that the substitution and payment of excess cash to the County will not cause any of the Refunding Bonds to -3- be an "arbitrage bond" within the meaning of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. 6. Deposit of Amounts Received. The Escrow Agent shall deposit, as received, to the credit of the 1993 Escrow Account, all maturing principal of and interest on the Government Obligations purchased with the moneys deposited in the 1993 Escrow Account.^ The Escrow Agent shall invest at prevailing market rates amounts in the Expense Account until such time as such amounts are needed for payment of expenses as provided herein. 7. Transfers from Accounts for Payment of Refunded Bonds and Expenses. (a) The Escrow Agent shall, on or immediately prior to each interest or principal payment date for the Refunded Bonds, transfer from cash on hand to First-citizens Bank & Trust Company, Raleigh, North Carolina, the paying and disbursement agent for the Refunded Bonds, amounts sufficient to pay the interest on and any principal or redemption price of the Refunded Bonds payable on such date, as set forth in Exhibit B hereto. (b) If the Escrow Agent shall determine that amounts in the 1993 Escrow Account available to make the payments required by paragraph (a) of this section 7 are insufficient for such required payments, the Escrow Agent shall immediately notify the Finance Director of the County in writing of such shortfall, c/o County of New Hanover Finance Director, 320 Chestnut street, Wilmington, North Carolina 28401. (c) The Escrow Agent satisfactory invoices, pay from incurred in connection with the approximate expenses, stated in shall, upon receipt of the Expense Account expenses refunding, including those the aggregate, set forth below: Financial Consultant - Bond Counsel - Escrow Agent - Ratings - Verification Local Government Commission, Publications, Postage and Miscellaneous - $ -4- 8. Redemption: Notice of Redemption. (a) The County specifically and irrevocably elects to redeem on June 1, 1995 the Refunded Bonds maturing on and after June 1, 1996. The Escrow Agent is hereby irrevocably authorized and directed, and hereby agrees, to cause to be given a notice of redemption of the Refunded Bonds in substantially the form set forth in Exhibit C attached hereto. The Escrow Agent hereby agrees to inform the County promptly and in writing of the required mailing and publication of said notice of redemption. (b) The notice of redemption, stating the redemption date, redemption price and identifying the bonds 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 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 published in the County of New Hanover, North Carolina and at least once in a 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 also be given in writing to the registered owners, by pre-paid certified or registered mail, at their addresses as such addresses appear on the records of First-citizens Bank & Trust Company, Raleigh, North Carolina, as bond registrar for the Refunded Bonds not less than 30 days nor more than 60 days prior to the redemption date fixed in said notice. 9. Sur?lus Funds. When all the Refunded Bonds and interest due thereon have been paid and discharged, this Escrow Deposit Agreement shall terminate and all remaining moneys and Government Obligations, together with any income and interest thereon, in the 1993 Escrow Account shall be transferred to the County by the Escrow Agent. Any money remaining in the 1993 Expense Account on May 15, 1993 shall be transferred to the County by the Escrow Agent. 10. Acceptance by Escrow Aqent: Liability. (a) By execution of this Agreement, the Escrow Agent accepts the duties and obligations as Escrow Agent hereunder. The Escrow Agent represents that it has all requisite power, and has taken all corporate actions necessary, to execute the trusts hereby created. -5- (b) The Escrow Agent shall not be liable in connection with the performance of its duties hereunder except for its own negligence or default. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to the terms and provisions of this Agreement. The Escrow Agent shall have no lien whatsoever upon any of the moneys or investments in the 1993 Escrow Account for the payment of fees and expenses for services rendered by the Escrow Agent under this Agreement. (c) The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of moneys deposited, and of the principal amount of the Government Obligations as provided herein, and the earnings thereon, to pay the Refunded Bonds or any of them. So long as the Escrow Agent applies any moneys, the Government Obligations and the earnings therefrom to pay the Refunded Bonds as provided herein, and complies fully with the terms of this Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Refunded Bonds caused by such calculations. (d) In the event of the Escrow Agent's failure to account for any of the Government Obligations or moneys received by it, such Government obligations or moneys shall be and remain the property of the County in trust for the holders of the Refunded Bonds as herein provided, and if for any reason such Government Obligations or moneys are not applied as herein provided, or cannot be identified, the assets of the Escrow Agent shall be impressed with a trust in the amount thereof for the benefit of the holders of the Refunded Bonds until the required application or identification shall be made. 11. Escrow Aqent Reports. The Escrow Agent shall, no later than June 15th in each year during which this Agreement is in effect, furnish the County a written report of the receipts, investments, redemptions and payments of and from the 1993 Escrow Account as of the immediately preceding June 1. 12. Receipt of Proceedinqs. Receipt of true and correct copies of the bond order and resolutions authorizing the issuance and providing for the sale of the Refunding Bonds is hereby acknowledged by the Escrow Agent, and reference herein to or citation herein of any provision of said documents shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if they were fully set forth herein. 13. Amendments. In the absence of 100% bondholder approval, amendments to this Agreement shall be limited to (a) the insertion of unintentionally omitted material or the correction of mistakes or clarification of ambiguities, (b) the -6- pledging of additional security to the holders of the Refunded Bonds, (c) the deposit of additional cash or securities in the 1993 Escrow Account or (d) amendments which will not result in a lowering or withdrawal of Moody's Investors Service's rating or Standard & Poor's corporation's rating as confirmed in writing by Moody's and Standard & Poor's, respectively. Prior written notice of an amendment to the Agreement shall be given to Moody's Investors Service, attention Public Finance Rating Desk/Refunded Bonds, 99 Church Street, New York, New York 10007 and to Standard & Poor's Corporation at its principal office in New York City. 14. Severability. If anyone or more of the covenants or agreements provided in this Agreement on the part of the County or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. The County shall promptly notify Moody's Investors Service and Standard & Poor's corporation in writing if any portion of this Agreement is severed because of its illegality. The required notice shall be given to Moody's Investors Service and to Standard & Poor's corporation at the respective address provided in section 13. 15. Counterparts. several counterparts, all or all purposes as one original and the same instrument. This Agreement may be executed in any of which shall be regarded for and shall constitute and be but one -7- 16. Governing Law. This Agreement shall be governed by and construed in accordance with the applicable law of the state of North Carolina. IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by their duly authorized officers and their official seals to be hereunto affixed and attested as of the date first above written. COUNTY OF NEW HANOVER, NORTH CAROLINA By Chairman, Board of Commissioners [Seal] Attest: Clerk, Board of Commissioners FIRST-CITIZENS BANK & TRUST COMPANY By ~Assistant Vice President [Seal] Attest: Assistant Secretary: -8- EXHIBIT A GOVERNMENT OBLIGATIONS PURCHASED MARCH 23, 1993 ~ Par Coupon Maturitv Price T-Bill $ 385,000 0 5/27/93 99.4854156% SLGS 54,200 3.07% 12/1/93 100% SLGS 288,100 3.18% 6/1/94 100% SLGS 84,900 3.47% 12/1/94 100% SLGS 4,564,400 3.75% 6/1/95 100% EXHIBIT B DEBT SERVICE REQUIREMENTS School Bonds, Series 1985 dated December 1, 1985 Debt service Interest Redemption oavment date Princioal rate Interest oremium 6/1/93 $200,000 7.75% 187,500 0 12/1/93 0 179,750 0 6/1/94 200,000 7.75 179,750 0 12/1/94 0 172,000 0 6/1/95 200,000 7.75 7,750 0 6/1/95 200,000 7.75 7,750 $1 ,000 6/1/95 200,000 7.75 7,750 2,000 6/1/95 200,000 7.75 7,750 3,000 6/1/95 2,400,000 7.80 93,600 48,000 6/1/95 1,200,000 7.90 47,400 24,000 EXHIBIT C NOTICE OF REDEMPTION COUNTY OF NEW HANOVER School Bonds, Series 1985 Dated December 1, 1985 NOTICE IS HEREBY GIVEN by the Board of Commissioners of the County of New Hanover, North Carolina that all of the outstanding School Bonds, Series 1985, of the County of New Hanover, North Carolina, dated as of December 1, 1985, numbered , inclusive, and maturing on June 1 in the years 1996 to 2003, inclusive, are hereby called for redemption and prepayment on June 1, 1995. Each of the bonds so called for redemption and prepayment shall be redeemed and prepaid at the applicable redemption price (100 1/2% of the principal amount thereof for bonds numbered to , inclusive; 101% of the principal amount thereof for bonds numbered to , inclusive; 101 1/2% of the principal amount thereof for bonds numbered to , inclusive; and 102% of the principal amount thereof for bonds numbered to , inclusive) plus accrued interest to the date of redemption. The bonds so called for redemption shall be payable at the principal office of First- citizens Bank & Trust Company, Raleigh, North Carolina, and the bonds shall cease to bear interest as of June 1, 1995. BOARD OF COMMISSIONERS COUNTY OF NEW HANOVER NORTH CAROLINA Form 8038-G Information Return for Tax-Exempt Governmental Obligations .. Under Section 149(e) .. See separate Instructions (Use Form 8038-GC if the issue price is under $100,000) OMS No. 1545-0720 Expires 5-31-92 (Rev October 1989) Oepartment of the Treasury Internal Revenue Service Reporting Authority Issuer's name New Hanover Coupty, North Carolina Check box if Amended Return . 2 Issuer's employer identification number 56-6000324 3 Number and street 320 Chestnut Street 4 Report number 5 City or town, state, and ZIP code Wilmington, North Carolina 28401 7 Name of Issue General Obligation Refunding Bonds, Series 1993 Type of Issue (check box(es) that applies and enter the Issue Price) 9 Check box if obligations are tax or other revenue anticipation bonds. D 10 Check box if obligations are in the form of a lease or installment sale. D 11 D Education , 12 D Health and hospital 13 D Transportation 14 D Public safety , 15 D Environment (including sewage bonds) 16 D Housing 17 D Utilities 18 IKJ Other. De.!hibe (see Instructions). refund outstandinq bonds GI9 6 Date of issue 3/23/93 8 CUSIP Number 644800 Issue price (a) Maturity date (b) Interest rate (c) Issue price 23 24 25 26 Description of Obli ations inal Proceeds of Bond Issues (indud!n Proceeds used for accrued interest . Issue price of entire issue (enter line 20c) Proceeds used for bond issuance costs (including underwriters' discount) . Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to refund prior issues. Total (add lines 23, 24, 25, and 26). . Nonrefundin roceeds of the issue subtract line 27 from line 22 and enter amount here Descri tion of Refunded Bonds (com lete this art onl for refundin bonds) Enter the remaining weighted average maturity of the bonds to be refunded Enter the last date on which the refunded bonds will be called Enter the date s the refunded bonds were issued . Miscellaneous . . years 32 Enter the amount of the state volume cap allocated to the issue . 33 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(B)(i)(III) (small issuer exception) . . 34 Pooled financings: a Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units. b Check box if this issue is a loan made from the proceeds of another tax-exempt issue . 0 and enter the name of the issuer .. and the date of the issue. Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements. and to the best of my knowledge and belief, they are true, correct. and complete. Please Sign Here 17LML ~ Signature of officer ,3-/1- 93 Date ~ Robert G. Greer, Chairmar r Type or print name and title Form 8038-G (Rev 10-89) ~u.s. GovernJMnt PTtntlnc Office: 1989-262-151/00019 For Paperwork Reduction Act Notice, see page 1 of the Instructions. CERTIFICATE OF NON-ARBITRAGE We, ROBERT G. GREER and LUCIE F. HARRELL, the Chairman and the Clerk, respectively, of the Board of Commissioners of the County of New Hanover, North Carolina (the "Issuer"), being the persons duly charged, among others, with the responsibility for issuing the Issuer's $5,040,000 General Obligation Refunding Bonds, Series 1993, dated March 1, 1993 (the "Bonds"), issued on the date hereof, hereby certify that: SECTION 1. AUTHORIZATION. The Bonds have been authorized pursuant to 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, a bond order adopted by the Board of Commissioners of the Issuer on January 19, 1993 (the "Bond Order") and resolutions adopted by said Board on February 24, 1993 and March 15, 1993 (collectively, the "Bond Resolution") (the Bond Order and the Bond Resolution, together, the "Resolution"). Capitalized terms herein have meanings given to them in the Resolution, the Rebate compliance Certificate (attached hereto as Exhibit A) and herein. SECTION 2. COVENANT. The Issuer has covenanted in the Resolution to comply with the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent necessary to preserve the exclusion from gross income of interest on the Bonds for Federal income tax purposes. This certificate is being executed and delivered pursuant to Section 148 of the Code and Treasury Regulations sections 1.103-13, 1.103-14, 1.103-15, 1.103-18, 1.148-0 through 1.148-11, inclusive, 1.149(d)-1, and 1.150-0 through 1.150-1, inclusive, and Temporary Treasury Regulations 1.148-12T and 1.148-13T. SECTION 3. PURPOSE. (a) The Bonds are being issued for the purposes of (i) paying and advance refunding the Issuer's outstanding $4,800,000 School Bonds, Series 1985, dated December 1, 1985 (the "Refunded Bonds") and (ii) paying costs of issuance of the Bonds. (b) The Refunded Bonds were issued to fund improvements to school facilities of the Issuer. SECTION 4. NO ADVERSE ACTION. The Issuer has neither received notice that its certification as to expectations may not be relied upon with respect to its obligations, nor has it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. SECTION 5. SECURITY. The Bonds are a direct and general obligation of the Issuer, and the full faith, credit and taxing power of the Issuer have been irrevocably pledged for the payment of principal of and interest due on the Bonds. SECTION 6. FACTS, ESTIMATES AND CIRCUMSTANCES. On the basis of the facts, estimates and circumstances in existence on the date hereof, we reasonably expect the following with respect to the Bonds and with respect to the use of the proceeds of the Bonds, and there are no facts, estimates or circumstances that -2- would materially change the expectations expressed in this certificate: (a) Application of Net Proceeds of the Bonds. 1. Total Net Proceeds. The amount of proceeds received by the Issuer from the sale of the Bonds is equal to the principal amount of $5,040,000 plus premium of $23,690.35 and accrued interest of $13,234.07 less underwriter's discount of $23,690.35 or $5,053,234.07 (the "Net Proceeds"). 2. Accrued Interest. An amount of the Net Proceeds equal to $13,234.07 will be used to pay accrued interest on the Bonds on July 1, 1993. 3. Costs of Issuance. An amount of the Net Proceeds approximately equal to $48,308.73 will be used to pay a portion of the costs of issuance of the Bonds. 4. Escrow. An amount of Net Proceeds equal to $4,991,691.27 will be deposited in an escrow account for the Refunded Bonds (the "Escrow") and ultimately used, together with other funds on hand, to advance refund the Refunded Bonds. $4,991,600.00 of such amount will be used, together with other funds on hand, to purchase u.s. Treasury Securities, state and Local Government Series ("SLGS"); the remaining $91.27 will be deposited as an initial cash balance. (b) Refunded Bond Proceeds and other Funds on Hand. There are no unexpended original, investment or transferred proceeds of the Refunded Bonds as of the date hereof. The Issuer has on hand $387,500 of general revenues that were to be used to pay the next installment of debt service on the Bonds. -3- $383,018.85 of such amount will be used to purchase a united states Treasury Bill and ultimately employed for its originally intended purposes while the remaining $4,481.15 will be used to pay a portion of the costs of issuance of the Bonds. (c) Investment Proceeds. Investment Proceeds (as defined in Treasury Regulations section 1-148-8(d) (5)) include amounts received at any time by the Issuer, such as interest and dividends, resulting from the investment of Net Proceeds in the Escrow and investment of Net Proceeds ("Investment Proceeds") to be used to pay accrued interest. Investment Proceeds of that portion of the Bonds to be used to pay principal of and interest and call premium on the Refunded Bonds will remain in the Escrow and be used for the same purpose. (d) No overissuance. The estimated total costs of refunding the Refunded Bonds are expected to be financed with Net Proceeds of the Bonds and other funds on hand. The Net Proceeds, together with such other funds on hand, less payment of costs of issuance of the Bonds, plus the Investment Proceeds of the Bonds, do not exceed the amounts necessary to accomplish the purpose set forth in sections 3(a) (i) and 3(a) (ii) of this certificate. (e) Excess Proceeds. All proceeds of the Bonds (including Investment Proceeds) will be used either to (i) pay principal of and interest and call premium on the Refunded Bonds, (ii) pay costs of issuance of the Bonds or (iii) pay not more than six months accrued interest on the Bonds. Thus, there will be no "excess proceeds" of the Bonds within the meaning of Treasury Regulations section 1.103-15. -4- (f) No sinking Funds. There are no funds or accounts as to which the amounts on deposit therein are reasonably expected to be used to pay debt service on the Bonds or as to which there is a reasonable assurance that the amounts on deposit therein will be available for the payment of debt of service on the Bonds in the event that the Issuer encounters financial difficulties. (g) single Issue. There are no other obligations (i) that are expected to be secured by the full faith and credit for the Issuer (ii) are being issued at substantially the same time as the Bonds and (iii) are being sold pursuant to a common plan of financing with the Bonds. (h) Bond Yield. Bond Yield shall generally mean that yield which, when used in computing the present value on the Delivery Date of all expected issue payments (principal and interest, early retirement value, qualified guarantee payments, if any, and the retirement price) paid and to be paid on the Bonds, produces an amount equal to the present value on the delivery date of the aggregate issue prices of the Bonds (defined as the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which price a substantial amount of such Bonds of each series and maturity is sold). The present value on the delivery date of the aggregate issue prices of the Bonds, as so defined, and based upon certain information provided by the Underwriter of the Bonds and attached hereto as Exhibit B is $5,063,690.35, plus accrued interest. The -5- Bond Yield, so calculated, is equal to 4.210598% and has been verified by McGladrey & Pullen in the verification report. (i) Yield Limitations. (1) Costs of Issuance. Net Proceeds used to pay costs of issuance of the Bonds will be invested without regard to yield restriction for one year from the date hereof. (2) Net Proceeds in the Escrow. Net Proceeds deposited in the Escrow and used to advance refund the Refunded Bonds will be invested at a yield that, together with the yield on investment earnings on such Net Proceeds, does not exceed the Bond Yield. (3) Accrued Interest. Net Proceeds of the Bonds used to pay accrued interest will be invested without regard to yield restriction for one year from the date hereof. (4) Accrued Debt Service. The $383,018.15 of accrued debt service moneys deposited in the Escrow will be invested without regard to yield restriction and are not subject to the rebate requirement. The $4,481.15 of accrued debt service moneys used to pay costs of issuance will be invested without regard to yield restructure for one year from the date hereof and are not subject to the rebate requirement. (5) Investment Proceeds. Investment earnings on Net Proceeds used to pay debt service on the Refunded Bonds will be invested at a yield that, together with the yield on investment of the Net Proceeds deposited in the Escrow, does not exceed the Bond Yield. Investment earnings on proceeds of the Bonds not to be used to pay debt service on the Refunded Bonds -6- will be invested without regard to yield restriction for a period ending one year from the date of receipt. (6) No Replacement. No portion of the amounts received from the sale of the Bonds will be used as a substitute for other funds that were otherwise to be used as a source of payment for, the Refunded Bonds and that have been or will be used to acquire, directly or indirectly, non-purpose investments producing a yield in excess of the yield on the Bonds. SECTION 7. PROHIBITED INVESTMENTS AND DISPOSITIONS. No investment will be acquired for an amount in excess of the fair market value of such investment as defined in Exhibit C to this Certificate. No investment will be sold or otherwise disposed of for an amount less than the fair market value of the investment. SECTION 8. REBATE. The Issuer agrees to comply with the rebate requirement described in the Rebate Compliance certificate, attached hereto as Exhibit A, with respect to the Bonds. SECTION 9. ALLOCATION AND ACCOUNTING RULES. The Issuer shall comply with the allocation and accounting rules contained in Exhibit D, attached hereto. -7- ~ SECTION 10. INFORMATION REPORTING. The Issuer will review the Internal Revenue Service Form 8038-G to be filed in connection with the issuance of the Bonds, and will not authorize LeBoeuf, Lamb, Leiby & MacRae to file Form 8038-G on its behalf unless all of the information contained therein is, to the best of the Issuer's knowledge, true and complete. COUNTY OF NEW HANOVER, NORTH CAROLINA lIuLllJ~ By: Chairman, Board of Commissioners f Date: March __, 1993 -8- CERTIFICATE CONCERNING OFFICIAL STATEMENT WE, ROBERT G. GREER, ALLEN O'NEAL and ANDREW J. ATKINSON, being the Chairman of the Board of Commissioners, the County Manager and the Director of Finance, respectively, of the County of New Hanover, North Carolina (the "County"), DO HEREBY SEVERALLY CERTIFY, as follows: 1. We have assisted the Local Government Commission of North Carolina in gathering and assembling the information contained in the Official Statement dated February 19, 1993 (the "Official Statement"), distributed by the Local Government Commission to prospective bond purchasers in connection with the issuance of the County's $5,040,000 General obligation Refunding Bonds, Series 1993 (the "Bonds"). We have examined and are fa- miliar with the contents of the Official Statement. A true and correct copy of said Official Statement and the final official statement, dated March 2, 1993 consisting of the Official Statement and the supplement thereto (the "Final Official Statement") are attached hereto. 2. To the best of our knowledge, the Official State- ment did not, as of its date and as of the sale date, and the Final Official Statement does not, as of the date of delivery of the Bonds (which latter date coincides with the date of this certificate), contain an untrue statement of a material fact or omit to state a material fact required to be included therein for the purpose for which the Official Statement or the Final Official Statement is to be used or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that we make no certification with respect to information supplied by, or which should have been supplied by, the successful bidder for the Bonds. this IN WITNESS WHEREOF, we have hereunto set our hands, day of March, 1993. 1?Lk5.~ Chairman, unty Manager Directf1~it,~ CERTIFICATE OF NO LITIGATION WE, the undersigned, acting on behalf of the COUNTY OF NEW HANOVER created and existing under the laws of the state of North Carolina and herein referred to as "Issuer", DO HEREBY SEV- ERALLY CERTIFY, as follows: 1. We are on the date of this certificate, the duly chosen, qualified and acting officers of the Issuer as indicated below. Neither the corporate existence of the Issuer nor the title of any of us to our respective offices is being contested. 2. Acting pursuant to authority given to us by proceedings taken by the Issuer for that purpose, we have duly executed the following obligations (herein referred to as "Bonds") of the Issuer: $5,040,000 General Obligation Refunding Bonds, Series 1993, consisting of bonds registered as to principal and in- terest, dated March 1, 1993 and payable, without option of prior redemption, in annual installments on January 1 in each year as follows: Principal Year Amount Year 1994 $325,000 1999 1995 275,000 2000 1996 270,000 2001 1997 270,000 2002 1998 265,000 2003 Principal Amount $860,000 835,000 810,000 780,000 350,000 Interest on the Bonds is payable on July 1, 1993 and semi- annually thereafter on each January 1 and July 1 and the Bonds bear interest from their date as follows: bonds payable in the year 1994, 4.25% per annum; and bonds payable in each of the years 1995 to 2003, inclusive, 4.30% per annum. 3. No litigation of any nature is now pending or, to our knowledge, threatened, to restrain or enjoin the issuance or delivery of any of the Bonds or the levy or collection of taxes to pay any of the Bonds or the interest thereon or in any manner questioning the validity of the statutes authorizing the Bonds or the authority or proceedings under which the Bonds are issued or authorizing the levy or collection of such taxes. .. , IN WITNESS WHEREOF, we have hereunto set our hands and have hereunto affixed the corporate seal of the Issuer and have caused this certificate to be delivered to the purchasers of the Bonds, this day of March, 1993. Chairman, Board of Commissioners 7;;;i6~ Office Clerk, Board of Commissioners ~l(/7i4MaL(_ I HEREBY CERTIFY that I know the persons whose signatures appear above and am familiar with their signatures, and that I have examined their signatures on this certificate and that such signatures are genuine and that said persons are officers of the Issuer as stated in said certificate. ~;{}J~ --m-Name ;t~_ -/!vLU~ Title ~t4M~jV,!1 -2- ~ ;. SIGNATURE CERTIFICATE WE, the undersigned, acting on behalf of the COUNTY OF NEW HANOVER created and existing under the laws of the state of North Carolina and herein referred to as "Issuer", DO HEREBY SEVERALLY CERTIFY, as follows: 1. Subsequent to March 2, 1993 and on or prior to the date of this Certificate, we have signed each of the following obligations (herein referred to as "Bonds") of the Issuer: $5,040,000 General Obligation Refunding Bonds, Series 1993, consisting of bonds registered as to principal and in- terest, dated March 1, 1993 and payable, without option of prior redemption, in annual installments on January 1 in each year as follows: principal Year Amount Year 1994 $325,000 1999 1995 275,000 2000 1996 270,000 2001 1997 270,000 2002 1998 265,000 2003 Principal Amount $860,000 835,000 810,000 780,000 350,000 Interest on the Bonds is payable on July 1, 1993 and semi- annually thereafter on each January 1 and July 1 and the Bonds bear interest from their date as follows: bonds payable in the year 1994, 4.25% per annum; and bonds payable in each of the years 1995 to 2003, inclusive, 4.30% per annum. 2. The issuance of the Bonds has been authorized by a bond order adopted by the Board of Commissioners of the Issuer on January 19, 1993 and resolutions adopted by said Board on February 24, 1993 and March 15, 1993. The bond order has not been rescinded or repealed or modified or amended in any respect. The authority to execute and issue the Bonds on behalf of the Is- suer thereby granted to the undersigned has not lapsed, been re- voked or rescinded. 3. At the time we signed the Bonds by our manual or facsimile signatures we were, and now are, the duly chosen, qualified and acting officers of the Issuer, as indicated below. A manual or facsimile of the seal impressed or imprinted, as the case may be, upon this certificate has been impressed or imprinted upon each of the Bonds. IN WITNESS WHEREOF, we have hereunto set our hands and the seal hereinbefore described, this ____ day of March, 1993. Office dlj)6e~ Chairman, Board of Commissioners Clerk, Board of Commissioners Finance Officer I HEREBY CERTIFY that I know the persons whose signatures appear above and am familiar with their signatures, and that I have examined the signatures on this certificate and that such signatures are genuine and that said persons are officers of the Issuer as s~ ~~~. Name r , IG-/~J jfJ~~(~~!n'~J. Title -2- ATTORNEY'S CERTIFICATE To enable Messrs. LeBoeuf, Lamb, Leiby & MacRae of New York, New York and Raleigh, North Carolina to examine into and pass upon the validity of the obligations hereinafter referred to, I HEREBY CERTIFY to them, as follows: 1. The COUNTY OF NEW HANOVER, a county of the state of North Carolina, proposes to issue $5,040,000 General obligation Refunding Bonds, Series 1993, dated March 1, 1993. 2. I have examined the proceedings relating to the au- thorization and issuance of said bond obligations and I have con- sidered other satisfactory evidence submitted to me, and it is my opinion that all conditions, acts and things required by the Con- stitution and statutes of such State to exist, be performed or happen precedent to the issuance of such obligations exist, have been performed and have happened and that such obligations, if executed and issued in accordance with such proceedings, will be valid and legally binding obligations of said County. 3. I have made reasonable inquiry and I am satisfied that no litigation is now pending or threatened either (1) to re- strain or enjoin the issuance and delivery of such obligations or (2) to question in any manner the authority of said County to is- sue or the issuance or validity of any proceedings authorizing such obligations; and that neither the corporate existence or the boundaries nor the title of any of the officers of said County to their respective offices is being contested. 4. I have examined and am familiar with the contents of the Official Statement, dated February 19, 1993, distributed by the Local Government Commission of North Carolina to prospective bond purchasers in connection with the issuance of the County's obligations. 5. There is no litigation of any nature now pending or threatened by or against the County wherein an adverse judgment or ruling could have a material adverse impact on the financial condition of the County or adversely affect the power of the County to levy, collect and enforce the collection of taxes or other revenues for the payment of these or any other bonds, which has not been disclosed in the Official statement. 6. The Escrow Deposit Agreement, dated March 23, 1993, between the County and First-citizens Bank & Trust Company has been duly authorized, executed and delivered by the County and constitutes a legal, valid and binding agreement of the County enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally from time to time in effect. Dated: March ___, 1993. ~1 Jo,.rl1n ti.~ Attorney for the Count of New Hanover, North Carolina -2- STATE OF NORTH CAROLINA ss: COUNTY OF NEW HANOVER I, LUCIE F. HARRELL, Clerk of the Board of Commissioners of the County of New Hanover, in the State of North Carolina, DO HEREBY CERTIFY, as follows: 1. At all times from January 1, 1993 to the date of the closing, the following persons were members of the Board of Commissioners of said County, each of whom was elected or appointed to such office on the date set forth below for terms of office beginning and ending on the following dates, respectively: Date(s) of Term(s) of Terms(s) of Election/ Office Office Name APpointment Beqan Ends/Ended Robert G. Greer Appointed 12/3/90 12/5/94 E.L. Mathews, Jr. 11/3/92 12/7/92 12/2/96 Sandra Barone 11/3/92 12/7/92 12/2/96 William A. Caster 11/3/92 12/7/92 12/5/94 William Sisson 11/3/92 12/7/92 12/2/96 2. At all times since December 7, 1992, ROBERT G. GREER has served as Chairman of the Board of commissioners, having been elected to such position by the Board of Commissioners for a term of office which will expire December 5, 1994. 3. At all times since December 21, 1982, the un- dersigned LUCIE F. HARRELL has served as Clerk of the Board of Commissioners, having been appointed to said position by the Board of Commissioners for a term expiring at the pleasure of said Board. 4. Each of the persons hereinabove described, prior to the beginning of his or her respective term of office, duly qualified for his or her office by taking the oath prescribed by law, and where required by law, by giving an official bond, com- plying with all legal requirements. None of said persons has died and none of said persons has resigned his or her office, except as may be set forth in the notes to paragraph 1 hereof. 5. At all times since April 14, 1992, WANDA M. COPLEY, ESQ. has served as County Attorney, having been appointed to said position by the Board of Commissioners for a term expiring at the pleasure of said Board. 6. At all times since February, 1990, ALLEN O'NEAL has served as County Manager of the County, having been appointed to said position by the Board of Commissioners for a term expiring at the pleasure of said Board. 7. At all times since November 1, 1979, ANDREW J. ATKINSON has served as Finance Officer of the County, having been appointed to said position by the County Manager for a term expiring at the pleasure of said Manager. 8. None of the persons hereinbefore named has held or executed any office or place of trust or profit under the united States, or any department thereof, or under the State of North Carolina, or under any other state or government at the time or since his or her election or appointment to the respective office to which he or she was elected or appointed as hereinabove stated, except the respective office to which he or she was elected or appointed as hereinabove stated. 9. The seal, an impression of which appears below, is the official corporate seal of said County. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said County, thisl1~ day of March, 1993. Board of Commissioners of New Hanover, North Carolina -2- STATE OF NORTH CAROLINA ss.: COUNTY OF NEW HANOVER I, LUCIE F. HARRELL, Clerk of the Board of commissioners of the County of New Hanover in the state of North Carolina, DO HEREBY CERTIFY, as follows: 1. The county of the state of North Carolina known as the "County of New Hanover" was duly established in the year 1729. At all times since its establishment, said County has continuously exercised the corporate powers given to it by the laws of North Carolina. 2. The County Government is the "Commissioner-Manager Form." The question of changing said form of government has never been submitted to the voters of said County at any election held in said County. IN WITNESS WHEREOF, I have hereunto set my hand and have hereunto affixed the corporate seal of said County, this /~ day of March, 1993. (SEAL) Board of Commissioners of New Hanover, North Carolina NEW HANOVER COUNTY TAX COLLECTIONS COLLECTIONS THRU 02/28/93 1992 muaulM ORIGINAL TAX LEVY PER SCROLL DISCOVERIES ADDED LESS ABATEMENTS TOTAL TAXES CHARGED ADVERTISING FEES CHARGED CERTIFICATION PENALTIES CHARGED LISTING PENALTIES CHARGED TOTAL LEVY COLLECTIONS TO DATE OUTSTANDING BALANCE PERCENTAGE COLLECTED BACK TAXES $ 41,190,930.54 3,632,186.45 744,801.24"'" OJ IG~ QO!D:1mIfliJIE"tJUWWtsmiJ)t:li;llMJiOO $ 44.,078,315.75 .00 230,300.00 67,922.41 t.;;;;I~GI!mlC'-tf.iII..w~"_"'~>tmMti.' $ 44,376,538.16 41,948,923.94- nti Ql:~dtu'l1l"_ "'!lW:lI8'I. _..... (ft.'tJ ,$2,427,614.22 94.53% CI<I..-uQG.t:om,e:,..J1lCUt3l1 w REAL ESTATE AND PERSONAL PROPERTY CHARGES ADDED LESS ABATEMENTS TOTAL TAXES DUE COLLECTIONS TO DATE OUTSTANDING BALANCE PERCENTAGE COLLECTED ,$ 2,966,909.61 93,761.39 118,953.89"" ft*d~Qll..,.,_Jt.II'''JWD_ rsla1lfttc~ $ 2,941,717.11 777,141.31"" DIll ."lDI_vaIMW_aa..__C30"3111B $ 2,164,575.80 26.42?b FEe 1993 FISCAL YTa JmIl2lll1Z::pll.b''''lftiJlm~.'Ml1Nl Ql1U GIXa_mflr.:DtiaUl_mw.IIDIOm;..-. ROOM OCCUPANCY TAX COLLECTIONS PRIVILEGE LICENSE COLLECTIONS El'-1S COLLECTIONS 49,600.97 670.00 .00 1,095,857.81 19,800.04 .00 TOTAL ~40NEY PROCESSE D THRU COLLECTION OFF IC E FOR NEW HANOVER COUNTY! CITY OF WILMINGTON, WRIGHTSVILLE BEACH, CAROLINA BEACH, AND KUKE BEACH TO DATE - $02,201,375.11. THIS REPORT IS FOR FISCAL YEAR BEGINNING JULY 1, 1992. ~ P E C: F ~ L L YaS U B M I aE~ ~D, Y"\O":\/ .y AYnuc- . 0 ~ . PATRICIA J. NOR COLLECTOR OF REVENUE CONSENT AGENDA D ATE: .~.':L~~~_ ITEM NO._~__ NEW HANOVER COUNTY FIRE DISTRICT TAX COLLECTIONS COLLECTIONS THRU 02/28/93 1992 l'I'ndg ORIGINAL TAX LEVY PER SCROLL DISCOVERIES ADDEO LESS ABATEMENTS TOTAL TAXES CHARGED lISTING PENALTIES CHARGED TOTAL LEVY COLLECTIONS TO DATE OUTSTANDING BALANCE PERCENTAGE COLLECTED BACK TAXES $ 910,845.74 107,925.08 57,503.03". O:=t!CitL'P ~ Im-tmJ-P'JI\lI$lmt_1l'.'Zt_l9/UI.'Wl'$ $ 961,267.79 1,430.83 ~~,OI:I:m~Q="'.nwattllt_...lt;\_~<1I: $; 962,698.62 918,469.51- ~'JUWlIGfO'1Qfmf$l:mar,'JlElllt';twnarJ!: $ 44,229.11 95.41~~ 1'ZtGt:m....~lU1i&3_'.,.U REAL ESTATE AND PERSONAL PROPERTY CHARGES ADDEO LESS ABATEMENTS TOTAL TAXES DUE COLLECTIONS TO DATE OUTSTANDING BALANCE PERCENTAGE COLLECTED $ 48,045.58 1,253.53 426.27'" .....,J!!J8Qt,amtiliO'.DlioD~w.!fim;iW1UlIWl~fE_~ $ 48,872.84 13,409.64'"" r:w. rolI&n:tiI'l!I'J!.m ~ "";u no: _1l~tIU iW $ 35,463.20 27.44% THIS REPORT IS FOR FISCAL YEAR BEGINNING JULY 1, 1992. V;::~:LL a~BM~~~oY PATRICIA J.UYNOR COLLECTOR OF REVENUE CONSENT AGENOA DATE: 3-16-q3 Recommend approval. ITEM ~;~=~=== _J NORTH CAROLINA STATE DEPARTMENT OF TRANSPORTATION REQUEST FOR ADDITION TO STATE MAINTAINED SECONDARY ROAD SYSTEM North Carolina County of New Hanover Road(s) Description: LANSDOWNE SOUTH (SECTIONS 3, 4, AND 5) WHEREAS, the attached petition has been filed with the Board of County Commissioners of the County of New Hanover requesting that the above described road(s), the location of which has been indicated in red on the attached map, be added to the Secondary Road system; and WHEREAS, the Board of County Commissioners is of the opinion that the above described road(s) should be added to the Secondary Road System, if the road(s) meets minimum standards and criteria established by the Division of Highways of the Department of Transportation for the addition of roads to the system. NOW, THEREFORE, be it resolved by the Board of Commissioners of the county of New Hanover that the Division of Highways is hereby requested to review the above described road(s), and to take over the road(s) for maintenance if they meet established standards and criteria. CERTIFICATE The foregoing resolution was duly adopted by the Board of Commissioners of the County of New Hanover at a meeting on the 15th day of March , 1993. ~~ESS my hand and official seal this the /~~ PeJ;(l-!-,/ , 1993. day of Board of Form SR-2 Please Note: Forward direct to the District Engineer, Division of Highways. rosolute.wp APPENDIX A RESOLt1TION Applicant Seeking Permission To Apply For Section 18 Fund1ng, Enter Into Agreement With The North Carolina Department of Transportation And To Provide The Necessary Assurances. A motion was made by (BoardMembersNtl1Ife) Commissioner William E. Sisson, Jr. and seconded by (BoardMembersNtl1Ife) Vice-Chairman E. L. Mathews, Jr. for the adoption of the following resolution, and upon being put to a vote was duly adopted. WHEREAS, the North Carolina Department of Transportation has received a grant from the US Department of Transportation authorized by Section 18 of the Federal Transit Act of 1991, as amended, to provide assistance for rural public transportation projects; and WHEREAS, the purpose of these transportation funds is to provide grant monies to local agendes for the provision of rural public transportation services; and WHEREAS, Artide 2B of Chapter 136 of the North Carolina General Statutes and the Governor of North Carolina have designated the North Carolina Department of Transportation (NCDOT) as the agency responsible for administering funds received through Section 18 of the Federal Transit Act of 1991; and WHEREAS, (Appliamt's NtlTM) New Hanover COUnTY . hereby assures and certifies that it will comply with the Federal Statutes, regulations, executive orders, the Spedal Section 13 (c) Warranty, and all administrative requirements which relate to the applications made to and grants received from the Federal Transit, as well as the provisions of Section 1001 of Title 18, u. S. C. NOW, TIiEREFORE, be it resolved that the (AuthDriudOffidDl's TItk)* CounTY Manaoer of (Ntl1IfeofLDcaJ Gowming Bomd) New Hanover CounTV Board of Comm i 55 i oners is hereby authorized to submit a grant application for fund1ng under Section 18 of the Federal Transit Act of 1991, make the necessary assurances and certifications and be empowered to enter into an agreement with the NCDOT to provide rural public transportation services. I (Certifying OlfidtlI's Name)* RoberT G. Greer (TJtlt)Cha i rman, CounTY Comm i 5 S i oner 5 do hereby certify that the above is a true and correct copy of an excerpt from the minutes of a meeting of the (Name ofLcazI Governing Board) New Hanover CounTY duly held on the-57~day Of~, 19 n. Board of Commissioners Subscribed and sworn to me (date) ,~.p~ Notary Public * .3 //'7 / q '.3 I . PLl~~ Signature of Certifying Olfidal ~ ~~~'I...:t.LA ~ ~ ~.-Wjpme of Local Govemillg Board .tt,~ur~aQ~,. ,"''tSA p. ~'~'" ,:,'\,~ ..-..... (.~'", ..> ..c. .... .... 0 ~ $ l~OT 4r--. ... ~;. E :..... '1),- ~ : _..::=. ^'. : Su:f -"'!rv --. au; ':~ \ U13 L ~,.. : .: ... ~ : '"" v(J c.J ~ -:..~.. 4& ~ -:;. -?1-: ..... _-:..""tJ ~. ,.:- '''',,~ 0 :;...,,"'.;..... "~'\' '1ft.... .,/'cn CO u \-\ \ "I' II~I",.., ,. ,.."" ~~~&J'~:i7 Address My commission expires (date) ~ /.:2 .;;:t. J q 3 . , .,\ote that the official authorized to submit the !'ant application, urti(yi.!'$ o(licial. and notarv Dublic shnuld h" ,h"" r'?) 'P<'Inraf, ;"rii..;n..nl. "J )l '! . ( ! \ RESOLUTION AUTHORIZING THE DEVELOPMENT OF CASTLE HAYNE PARK BY THE NEW HANOVER COUNTY BOARD OF COMMISSIONERS WHEREAS, the Land and Water Conservation Fund Act of 1965 provides for the making of grants by the National Park Service, Department of the Interior of the United States government, to states and to local municipalities in support of outdoor recreation proj ects; and such funds are available after approval of the appropriate state agency and the Department of Interior; and WHEREAS, the State is required to insure that there will be no discrimination against any person of any race, color, sex, creed, or political affiliation; and I WHEREAS, the Board of Commissioners of New Hanover County realizes that recreation facilities are not adequate to meet the minimum recreational needs of the people of New Hanover County; and C, ' " WHEREAS, it is believed that said Board of Commissioners with the assistance of the general public, is not in a position to lend full support to the development of Phase I of the Castle Hayne Park .,1 j , 1) ,That an application be made to the National Park Service, Department of the Interior of the United States government, through the State of North Carolina, for a development grant of $45,500 which represents 50 percent of all costs ($91,000) including preparation, plans, and construction of recreational facilities to be completed in the fiscal year 1993-94. 2) That the County Manager of New Hanover County be authorized and directed to file such application on behalf of New Hanover County to provide additional information and furnish' such documents as may be required by the National Park Service and the State of North Carolina, and to act as the authorized correspondent of New Hanover County. 3) That the director, National Park Service, Department of the Interior of the United States government, be, and hereby is assured of, full compliance by the applicant with the regulations promulgated pursuant to Title VI of the Civil Rights Act of 1964. 4) In the event that a Land and Water Conservation Fund Grant is awarded by the Department of Environment, Health and Natural Resources, the New Hanover County Board of Commissioners certifies and assures that it has the ability and intention to finance its fifty percent share of the total project cost of $91,000. s l \ " '..... RESOLUTION FOR THE ASSURANCE OF AVAILABILITY OF MATCH State of North Carolina County of New Hanover WHEREAS, at the March 15, 1993 meeting of the New Hanover County Board of Commissioners, a motion was made and duly seconded that the Board of Commissioners agrees to the following: In the event a land and Water Conservation Fund grant is awarded by the Department of Environment, Health and Natural Resources the Board \ , of Commissioners certifies and asures that it has the ability and intention to finance its fifty percent share of the total project cost of $45,500. !(~~ Robert G. Greer, Chairman New Hanover County Board of Commissioners ,f~TiUC1J~l'" J ",,":'s"!\ P. /:1.""" " x' ... , P ~ / ...,,,,'<v~ ....4............ 1-, d',,,, /) J.. P /\/. ) 3 .. /..-. .' 00 .p" .....A-/ '-<../__IA.../ ~ .0, ('""'TA .. ~ ~ / / n ~ of ,\,c 'oJ R \ - .. -: 3. .::lc:L. -.3 :: r ~ :: :.;Z: -.-: = :n1~{:). or 0': :. Z" U 0 \ t ".' g U = ":.~, ":~. :: ~ 'Y '0.,., .'.J'J ~.: .,..... --? ~,~ .-'... ", 1-c, " c . \. ......... ,,1/[ -\,\ ,,\ " ~ -fl l.,JV' " I',I~",..I' "'\\....\. Notary Public f~ ~ ,', (~l I move the adoption of the foregoing resolution. Seconded by: (s) 5RlNJ)~A ~A~N8-- (s) W lUAJ:::. M. Cp;..,S""i.:fA.. I Read, approved and adopted, this 15th day of March, 1993. :J?jJlJ4-- Robert G. Greer, Chairman f. 'J (' . , _,I i . \ 1! :. .... .. . .. . ... . . ..... . . . ..... .. ..... . .. .... . .. .. .... . .. ...... . . . ... . ... . . . .. .... . . . . . . ... .'~ . .. .. ... . . ... .. . . . II . ~~. ~ . .~ \' .- l . ~\, I. , u.... ,,! Ntw Jtunoner (ltountu iSourb of Cltotttmissiontrs llroclamatton .. - ~ ' 'I ~ t: .' ." WHEREAS; crime and its effect upon the lives and propetty of our citizens is of utmost concern, and the continued efforts of our local government, citizens; organizations and individuals to curb this problem is greatly appreciated; and. WHEREAS, the problems of crime touch and affect all segments of out society, and can undermine and erode the moral and economic strengths of oui:' communities and their citizens if unabated; and WHEREAS, public awareness and detetmination to maintain faith in the preselVation of law and order and the appreciation of the importance of law enforcement officers and their role in preselVing social order in a democracy is everyone's responsibility; and WHEREAS, the Optimist Club of Cape Fear and theit members continue to sponsor and support programs aimed at combating crime and encouraging respect for law through year round efforts; NOW, THEREFORE, BE IT RESOL VB]) that the New Hanover County Board of Commissioners does hereby proclaim the week of March 21-21; 1993 as RESPECT FOR LA W WEEK in New Hanover County, North Caroiina and tall upon all citizens to join with the Optimist Club of Cape Fear in carrying the message of respect for law to other citizens, and by example, exercise responsible citizenship. Adopted this the 15th day of March; 1993. ~" "",'- ^. '. " , '-. .' . -, .~ ,'" -"":.: :'. ,._' ".. ~'. " ," ,\~: t' , 1 '.. , v '.. . , ,.'~ ' " .."latiJ~....... , , Robert, G... qre~l'~ Chairman ',' . .. . . -. ..;, 'Yj,':.r:~i;~;,'i;,-,;~~:'~.: :E}: ;:" ',:: '. . . .................;....;.......;.......................................... .. ............ ................... ~'= ~ ~.:... r .: ..... " .';,l;~.; " I, .. '\ ~ ~ h", :-', ' , :> .,:r ~, I'. ~.. I, ,~ . f~' '. l'~ , ~" ti'" , ;,<".1;.; ~ ~~:'. {, r.,-. " EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS ,'r A regular meeting of the Board of Commissioners of New Hanover County (the "County") was duly held on December 7, 1992, at the place and time established for the Board's regular meetings in Wilmington, North Carolina, and the following members were present and absent: PRESENT: Commissioner Sandra Barone; Commissioner William A. Caster; Commissioner William E. Sisson, Jr.; Vice-Chainnan E.L. Mathews, Jr.; and Chainnan Robert G. Greer :;~!'~ , .~.~ ABSENT: v b uY \) ,,\ CP ~ \, ff f"~ ..i{ The Chainnan stated that the purpos consider and take action on a resolution cor! I construction and equipping of the Mid-Sout\ Myrtle Grove Branch Library). ng and ,t;' '~~ " ~, ::.j 'J; If; '~t ~~ ~.l." ~ i The Chainnan announced that the Bo County would proceed to hold a public heari heard on the proposed installment fmancing. of an officer of the Wilmington Star News sl at least ten (10) days before the date of this I affidavit of publication be attached to this ext Je avit ~g l;: ------.~-----_.~- " '. The Chainnan inquired as to whether there were any persons who wished to speak at the public hearing. No public comments were made hereafter. , ;~ Commissioner Mathews moved that the public hearing be closed. The motion was seconded by Commissioner Sisson and was unanimously adopted. <, Commissioner Mathews then introduced the following resolution which was read by title, and moved that it be adopted: :: RESOLUTION APPROVING AN INSTALLMENT FINANCING CONTRACT AND AUTHORIZING THE EXECUTION AND DEUVERY OF DOCUMENTS IN CONNECTION TIIEREWITII. WHEREAS, there have been available at this meeting fonns of the following: n. '- ~\ .' !(. (1) " , (2) A Commitment Letter from First Union National Bank of North Carolina ("First Union") to the County dated November 19, 1992 (the "Commitment Letter"); A draft dated October 22, 1992 of the form of Installment Financing Contract dated as of December 14, 1992 (the "Contract") between the County and First Union; (3) A draft dated October 22, 1992 of the form of Deed of Trust and Security Agreement dated as of December 14, 1992 (the "Deed of Trust"), from the County to a trustee for the benefit of First Union; WHEREAS, by resolution duly adopted on November 2, 1992, the installment fmancing of the construction and equipping of the Mid-South Library (the "Facility") was approved subject to further action of the Board; and WHEREAS, the North Carolina Local Government Commission approved the County's application for approval of the Contract on December 1, 1992; and WHEREAS, the Board desires to approve the Contract and to authorize other actions in connection therewith; NOW, THEREFORE, BE IT RESOLVED by the Board, as follows: 1. All actions of the County effectuating the proposed fmancing are hereby approved, ratified and authorized pursuant to and in accordance with the transactions contemplated by the documents referred to above. 2. Each of the Commitment Letter, the Contract and the Deed of Trust, in the form submitted to this meeting, is hereby approved, and the Chairman of the Board, the County Manager, the Finance Director and the Clerk to the Board, as the case may be, are hereby authorized and directed to execute and deliver each of such documents on behalf of the County, with such changes, insertions or omissions as they may approve, their execution thereof to constitute conclusive evidence of their approval. 3. The Chairman of the Board, the County Manager, the Clerk to the Board, the Finance Director and the County Attorney are hereby authorized to take any and all such further action and to execute and deliver such other documents, including without limitation, rebate compliance agreement as may be necessary or advisable to carry out the intent of this Resolution and to effect the installment fmancing pursuant to the Contract. Without limiting the generality of the foregoing, the Chairman of the Board, the County Manager, the Clerk to the Board, the Finance Director and the County Attorney are authorized to approve all details of the fmancing, including without limitation, the amount advanced under the Contract (which shall not exceed $438,362.00), the annual payments under the Contract, the interest rates with respect to such payments (which shall not exceed 5.15 % per annum), the term of -2- ..~ . -:> ,the Contract (which shall not exceed 7 years). Execution of the Contract by the Chairman of the Board or the County Manager, as the case may be, shall conclusively evidence approval of all such details of the fmancing. 4. The County hereby represents that it reasonably expects that the County, together with all subordinate entities thereof and any other entities which issue obligations on behalf of the County, will not issue more than $10,000,000 of tax-exempt obligations (other than private activity bonds, except for qualified 501(c)(3) bonds) during calendar year 1992. The County hereby designates its obligations under the Contract as "qualified tax-exempt obligations" for the purposes of Section 265(b)(3) of the Code. 5. This Resolution shall become effective immediately upon its adoption. Commissioner Sisson seconded the motion and the motion was adopted by the following vote: AYES: 5 - Unanimous vote NAYS: * * * * * * * * -3- RA 5691000604 3150.1