2013/01/15 RESOLUTION PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION WATER & SEWER BONDSParker Poe
EXTRACTS FROM MINUTES OF BOARD OF COMMISSIONERS
A special meeting of the Board of Commissioners (the "Board') of the County of Harnett, North
Carolina was duly noticed and held on Tuesday, January 15, 2013, at 9:00 a.m. in the County
Commissioners' Meeting Room, Harnett County Administration Building, 102 East Front Street,
Lillington, North Carolina, Jim Burgin, Chairman of the Board of Commissioners of the County of
Harnett, North Carolina, presiding and the following Commissioners present:
Commissioners Present: Jim Burgin, Chairman
Gary A. House, Vice Chairman
Beatrice B. Hill, Commissioner
Joe Miller, Commissioner
C. Gordon Springle
Commissioners Absent: none
Vice Chairman House introduced the following resolution, a summary of which had been provided to
each Commissioner, a copy of which was - available with the Clerk to the Board and which was read by
title:
RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT,
NORTH CAROLINA, SITTING AS THE GOVERNING BODY OF THE ,SOUTH CENTRAL
WATER AND SEWER DISTRICT OF HARNETT COUNTY, PROVIDING FOR THE
ISSUANCE OF $3,449,000 GENERAL OBLIGATION WATER AND SEWER BONDS,
SERIES 2013A, $3,937,000 GENERAL OBLIGATION WATER AND SEWER BONDS,
SERIES 2013B, $3,239,000 GENERAL OBLIGATION WATER AND SEWER BONDS,
SERIES 2013C AND $2,586,000 GENERAL OBLIGATION WATER AND SEWER BONDS,
SERIES 2013D OF THE SOUTH CENTRAL WATER AND SEWER DISTRICT OF HARNETT
COUNTY
BE IT RESOLVED by the Board of Commissioners (the "Board') of the County of Harnett, North
Carolina (the "County"), sitting as the governing body of the South Central Water and Sewer District of
Hamett County (the "District ") that:
Section 1. The Board, sitting as the governing body of the District, has determined and
hereby finds and declares as follows:
(a) The Board, sitting as the governing body of the District, adopted a bond
order authorizing $42,000,000 General Obligation Water and Sewer Bonds of the District
on December 2, 2002, which order was effective on approval by a majority of the voters
who voted thereon at a special referendum duly called and held on February 4, 2003, as
modified by an order adopted by the Board, sitting as the governing body of the District,
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on December 7, 2009 to extend the time period for issuing bonds under such order to
February 4, 2013.
(b) There is outstanding $13,211,000 General Obligation Water and Sewer
Bond Anticipation Notes, Series 2012B dated October 23, 2012, maturing
January 23, 2013, and bearing interest at the rate of 1.00% per annum, which notes were
issued in anticipation of the receipt of the proceeds of the sale of a like amount of bonds.
(d) It is necessary at this time for the District to issue (1) $3,449,000 of its
General Obligation Water and Sewer Bonds, Series 2013A (the "2013A Bonds "),
(2) $3,937,000 of its General Obligation Water and Sewer Bonds, Series 2013B (the
"2013B Bonds "), (3) $3,239,000 of its General Obligation Water and Sewer Bonds,
Series 2013C (the "2013C Bonds ") and (4) $2,586,000 of its General Obligation Water
and Sewer Bonds, Series 2013D (the "1013D Bonds," and together with the
2013A Bonds, the 2013B Bonds and the 2013C Bonds, the "Bonds "), the proceeds of
which will be applied to the payment of the outstanding notes at their maturities.
(e) The maximum period of usefulness of the District's water system
improvements to be financed or refinanced with the proceeds of the Bonds authorized
hereby is estimated as a period of 40 years from January 22, 2013, the anticipated date of
the Bonds, and such period expires on January 22, 2053.
Section 2.
(a) Pursuant to said order, there shall be issued one 2013A Bond in the
principal amount of $3,449,000, numbered RA -1, to be dated as of the date of delivery
thereof and to mature in annual installments on the first day of June in the following
years and in the following amounts:
YEAR OF
PRINCIPAL
YEAR OF
PRINCIPAL
YEAR OF
PRINCIPAL
YEAR OF
PRINCIPAL
MATURITY
AMOUNT
MATURITY
AMOUNT
MATURITY
AMOUNT
MATURITY
AMOUNT
2015
$50,000
2025
$67,000
2035
$91,000
2045
$124,000
2016
51,000
2026
69,000
2036
94,000
2046
128,000
2017
52,000
2027
71,000
2037
97,000
2047
132,000
2018
54,000
2028
73,000
2038
100,000
2048
136,000
2019
56,000
2029
76,000
2039
103,000
2049
140,000
2020
57,000
2030
78,000
2040
106,000
2050
145,000
2021
59,000
2031
81,000
2041
110,000
2051
149,000
2022
61,000
2032
83,000
2042
113,000
2052
104,000
2023
63,000
2033
86,000
2043
117,000
2024
65,000
2034
88,000
2044
120,000
The 2013A Bonds shall bear interest on the unpaid part of such principal at a rate
of 3.125% per annum until payment thereof, such interest to be payable on June 1, 2013,
and annually thereafter on the first day of June of each year until paid.
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(b) Pursuant to said order, there shall be issued one 2013B Bond in the
principal amount of $3,937,000, numbered RB -1, to be dated as of the date of delivery
thereof and to mature in annual installments on the first day of June in the following
years and in the following amounts:
YEAR OF
PRINCIPAL
YEAR OF
PRINCIPAL
YEAR OF
PRINCIPAL
YEAR OF
PRINCIPAL
MATURITY
AMOUNT
MATURITY
AMOUNT
MATURITY
AMOUNT
MATURITY
AMOUNT
2015
$56,000
2025
$76,000
2035
$103,000
2045
$140,000
2016
57,000
2026
78,000
2036
106,000
2046
144,000
2017
59,000
2027
80,000
2037
109,000
2047
149,000
2018
61,000
2028
83,000
2038
113,000
2048
153,000
2019
63,000
2029
85,000
2039
116,000
2049
158,000
2020
65,000
2030
88,000
2040
120,000
2050
163,000
2021
67,000
2031
91,000
2041
124,000
2051
168,000
2022
69,000
2032
94,000
2042
127,000
2052
164,000
2023
71,000
2033
97,000
2043
131,000
2024
73,000
2034
100,000
2044
136,000
The 2013B Bonds shall bear interest on the unpaid part of such principal at a rate
of 3.125% per annum until payment thereof, such interest to be payable on June 1, 2013,
and annually thereafter on the first day of June of each year until paid.
(c) Pursuant to said order, there shall be issued one 2013C Bond in the
principal amount of $3,239,000, numbered RC -1, to be dated as of the date of delivery
thereof and to mature in annual installments on the first day of June in the following
years and in the following amounts:
YEAR OF
PRINCIPAL
YEAR OF
PRINCIPAL
YEAR OF
PRINCIPAL
YEAR OF
PRINCIPAL
MATURITY
AMOUNT
MATURITY
AMOUNT
MATURITY
AMOUNT
MATURITY
AMOUNT
2015
$53,000
2025
$67,000
2035
$85,000
2045
$109,000
2016
53,000
2026
68,000
2036
88,000
2046
112,000
2017
55,000
2027
70,000
2037
90,000
2047
115,000
2018
56,000
2028
72,000
2038
92,000
2048
118,000
2019
58,000
2029
74,000
2039
94,000
2049
121,000
2020
59,000
2030
76,000
2040
97,000
2050
124,000
2021
60,000
2031
77,000
2041
99,000
2051
127,000
2022
62,000
2032
79,000
2042
102,000
2052
123,000
2023
64,000
2033
81,000
2043
104,000
2024
65,000
2034
83,000
2044
107,000
The 2013C Bonds shall bear interest on the unpaid part of such principal at a rate
of 2.50% per annum until payment thereof, such interest to be payable on June 1, 2013,
and annually thereafter on the first day of June of each year until paid.
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(d) Pursuant to said order, there shall be issued one 2013D Bond in the
principal amount of $2,586,000, numbered RD -1, to be dated as of the date of delivery
thereof and to mature in annual installments on the first day of June in the following
years and in the following amounts:
YEAROF
PRINCIPAL
YEAROF
PRINCIPAL
YEAR OF
PRINCIPAL
YEAR OF
PRINCIPAL
MATURITY
AMOUNT
MATURITY
AMOUNT
MATURITY
AMOUNT
MATURITY
AMOUNT
2015
$43,000
2025
$53,000
2035
$68,000
2045
$88,000
2016
43,000
2026
55,000
2036
70,000
2046
90,000
2017
44,000
2027
56,000
2037
72,000
2047
92,000
2018
45,000
2028
58,000
2038
74,000
2048
94,000
2019
46,000
2029
59,000
2039
76,000
2049
97,000
2020
47,000
2030
61,000
2040
77,000
2050
99,000
2021
48,000
2031
62,000
2041
79,000
2051
102,000
2022
50,000
2032
64,000
2042
81,000
2052
90,000
2023
51,000
2033
65,000
2043
83,000
2024
52,000
2034
67,000
2044
85,000
The 2013D Bonds shall bear interest on the unpaid part of such principal at a rate
of 2.50% per annum until payment thereof, such interest to be payable on June 1, 2013,
and annually thereafter on the first day of June of each year until paid.
(e) The Bonds shall be sold to the United States of America, acting by and
through Rural Utilities Service, an agency of the United States Department of Agriculture
(formerly Farmers Home Administration) ( "USDA "), by private sale in accordance with
Sections 7 and 8. The Bonds of a series shall not be defeased without written consent of
USDA during such time as USDA shall remain the registered owner of the Bonds of such
series.
The Bonds shall bear interest from the date on which they are authenticated.
The principal of and the interest and any redemption premium on the Bonds shall
be payable in any coin or currency of the United States of America which is legal tender
for the payment of public and private debts on the respective dates of payment thereof.
Payment of interest on the Bonds shall be made by the Bond Registrar
(hereinafter defined) on each interest payment date to the person appearing on the
registration books of the District hereinafter provided for as the registered owner of such
Bonds (or the previous Bond or Bonds evidencing the same debt as that evidenced by
such Bonds) at the close of business on the record date for such interest, which shall be
the 15 °i day (whether or not a business day) of the calendar month next preceding such
interest payment date. During the time that USDA is the registered owner of the Bonds
of a series, payment of the installments of principal and interest when due and payable on
the Bonds of such series shall be made at the office of such fiscal agent as USDA shall
designate without presentation or surrender thereof and, during any such time as an
assignee thereof is the registered owner of the Bonds of a series, payment of the
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PPAB 20378760
installments of principal when due and payable on the Bonds of such series shall be made
at the corporate trust office of U.S. Bank National Association in Raleigh, North
Carolina, upon the presentation and surrender thereof, and payment of the interest when
due and payable on the Bonds of such series shall be made by check mailed to such
assignee at his address as it appears on the registration books of the District hereinafter
mentioned without the presentation or surrender thereof.
Section 3. The Bonds of a series may be redeemed, at the option of the District, as long as
USDA is the owner of the Bonds of such series, at any time prior to the maturity of any installment of the
principal thereof, either in whole or in part in the inverse order of the maturity dates of the installments of
principal, from any moneys that may be made available for such purpose, at the aggregate principal
amount of the installments of principal to be redeemed, together with the interest accrued thereon to the
date fixed for redemption, but without any premiums.
In case of a redemption of all or any part of the Bonds of a series, a notice of redemption shall be
sent by registered mail, mailed at least 40 days prior to the date fixed for redemption, addressed (a) during
the time that USDA is the owner of the Bonds of such series, to such other address as USDA may
designate by registered or certified mail forwarded to the District at least 50 days prior to any redemption
date, and (b) during any time as an assignee of USDA is the owner of the Bonds of such series, to the
address as it appears on the registration book of the District hereinafter mentioned.
On the date fixed for redemption, notice having been given in the manner and under the
conditions hereinabove provided, the Bonds or part thereof called for redemption shall be due and payable
at the redemption price provided therefor, plus accrued interest to such date. If moneys sufficient to pay
the redemption price of the Bonds or part thereof to be redeemed plus accrued interest thereon to the date
fixed for redemption are held at such place as USDA may designate (or, if the Bond or Bonds to be
redeemed shall have been assigned by USDA, at the corporate trust office of U.S. Bank National
Association in Raleigh, North Carolina, pursuant to Section 2 hereof) in trust for such purpose, interest on
the Bonds or part thereof called for redemption shall cease to accrue, such Bond, Bonds or part thereof
shall cease to be entitled to any benefits or security under this resolution or to be deemed outstanding, and
the registered owners of such Bond, Bonds or part thereof shall have no rights in respect thereof except to
receive payment of the redemption price thereof, plus accrued interest to the date of redemption.
If an installment of principal of the Bonds shall be redeemed, the Bond Registrar shall direct the
registered owner thereof to evidence such redemption by appropriate notation on a schedule to be
attached to such Bond for such purpose.
Section 4. The Bonds, on surrender thereof at the principal office or corporate trust office of
the Bond Registrar, together with an assignment duly executed by the registered owner or his attorney or
legal representative in such form as shall be satisfactory to the Bond Registrar, may, at the option of the
registered owner thereof, be exchanged for Bonds having maturities corresponding to the maturities of the
installments of principal of such Bonds then unpaid issuable in fully registered form in the denomination
of $1,000 or any integral multiple thereof, and bearing interest at the same rate.
The transfer of the Bond or Bonds may be registered by the registered owner thereof only upon
an execution of an assignment thereof duly executed by such registered owner or his attorney or legal
representative. Notice of such assignment shall be given promptly by the assignor to the Bond Registrar
by registered mail, such notice to be in such form as shall be satisfactory to the Bond Registrar, and upon
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receipt of such notice, such Bond or Bonds shall be registered as to both principal and interest on such
registration books in the name of the assignee named in such notice.
The transfer of any bond issued in exchange for the Bond or Bonds as provided above may be
registered only upon the registration books of the District upon the surrender thereof to the Bond
Registrar together with an assignment duly executed by the registered owner or his attorney or legal
representative in such form as shall be satisfactory to the Bond Registrar. Upon any such registration of
transfer, the Bond Registrar shall authenticate and deliver in exchange for such Bond or Bonds a new
bond or bonds, registered in the name of the transferee, of any denomination or denominations authorized
by this resolution, in an aggregate principal amount equal to the unredeemed principal amount of such
Bond or Bonds so surrendered, of the same maturity and bearing interest at the same rate.
In all cases in which the Bond or Bonds shall be exchanged or the transfer of the Bond or Bonds
shall be registered hereunder and a new bond or bonds are to be delivered in exchange therefor, the Bond
Registrar shall authenticate and deliver at the earliest practicable time bonds in accordance with the
provisions of this resolution. All Bonds surrendered in any such exchange or registration of transfer shall
forthwith be canceled by the Bond Registrar. The Bond Registrar shall not be required to make any such
exchange or registration of transfer of (a) any Bond or Bonds during a period beginning at the opening of
business fifteen (15) days before the day of the mailing of a notice of redemption of Bonds or any portion
thereof and ending at the close of business on the day of such mailing or (b) any Bond or Bonds called for
redemption in whole or in part pursuant to Section 3 of this resolution.
As to any Bond, the person in whose name the same shall be registered shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal or
redemption price of any such Bond and the interest on any such Bond shall be made only to or upon the
order of the registered owner thereof or his legal representative. All such payments shall be valid and
effectual to satisfy and discharge the liability upon such Bond, including the redemption premium, if any,
and interest thereon, to the extent of the sum or sums so paid.
The District shall appoint such registrars, transfer agents, depositaries or other agents as may be
necessary for the registration, registration of transfer and exchange of Bonds within a reasonable time
according to then current commercial standards and for the timely payment of installments of principal
and interest with respect to the Bond or Bonds. The Finance Officer of the County, acting on behalf of
the District, is hereby appointed the registrar, transfer agent and paying agent (the "Bond Registrar ") for
the Bonds, subject to the right of the governing body of the District to appoint another Bond Registrar,
and as such shall keep at his office the books of the District for the registration, registration of transfer,
exchange and payment of the Bonds as provided in this resolution; provided, however, that, in the event
that the Bond or Bonds of a series registered in the name of USDA are assigned, the paying agent with
respect to the Bond or Bonds of such series shall be U.S. Bank National Association, in the City of
Raleigh, North Carolina.
Section 5. The Bonds shall bear the manual or facsimile signatures of the Chairman of the
Board (the "Chairman ") and the Clerk to the Board, both acting on behalf of the District, and the
corporate sea] or a facsimile of the corporate seal of the District or the County shall be impressed or
imprinted, as the case may be, on the Bonds.
The certificate of the Local Government Commission of North Carolina to be endorsed on the
Bonds shall bear the manual or facsimile signature of the Secretary of said Commission, and the
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certificate of authentication of the Bond Registrar to be endorsed on the Bonds shall be executed as
provided hereinafter.
If any officer of the County, acting on behalf of the District, or the Local Government
Commission of North Carolina whose manual or facsimile signature appears on the Bonds ceases to be
such officer before the delivery of such Bonds, such manual or facsimile signature is nevertheless valid
and sufficient for purposes the same as if he had remained in office until such delivery, and the Bonds
may bear the manual or facsimile signatures of such persons as at the actual time of the execution of such
Bonds are the proper officers to sign such Bonds although at the date of such Bonds such persons may not
have been such officers.
No Bond is valid or obligatory for any purpose or entitled to any benefit or security under this
resolution until it has been authenticated by the execution by the Bond Registrar of the certificate of
authentication endorsed thereon.
The Bonds and the endorsements thereon shall be in substantially the form attached as Exhibit A
hereto
Section 6. The County Manager or the Finance Officer of the County is hereby authorized
to execute on behalf of the District a no- arbitrage certificate to comply with Section 148 of the Internal
Revenue Code of 1986, as amended (the "Code "), and the applicable regulations promulgated thereunder.
The District covenants to take such action as may be required by such no- arbitrage certificate and as may
be required in the opinion of nationally recognized bond counsel to cause the Bonds and all actions of the
District with respect to the proceeds thereof to comply with the Code.
Section 7. The Local Government Commission of North Carolina is hereby requested to sell
the Bonds at private sale pursuant to G.S. 159 -123 to USDA, subject to the approval of the Chairman,
acting on behalf of the District; provided, however, that (1) the purchase price of the 2013A Bonds is at
least $3,449,000, and that the maximum interest rate does not exceed 3.125% per annum, (2) the purchase
price of the 2013B Bonds is at least $3,937,000, and that the maximum interest rate does not exceed
3.125% per annum, (3) the purchase price of the 2013C Bonds is at least $3,239,000, and that the
maximum interest rate does not exceed 2.50% per annum and (4) the purchase price of the 2013D Bonds
is at least $2,586,000, and that the maximum interest rate does not exceed 2.50% per annum
Section 8. The Finance Officer, acting on behalf of the District, is hereby authorized to
approve the purchase price of the Bonds and the rate of interest on the Bonds in connection with the
private sale of the Bonds, subject to the provisions of Section 7 of this resolution.
Section 9. This resolution may be amended or supplemented, from time to time, without the
consent of the holder of the Bonds if in the opinion of nationally recognized bond counsel, such
amendment or supplement would not adversely affect the interests of the registered owners of the Bonds
and would not cause the interest on the Bonds to be included in the gross income of a recipient thereof for
federal income tax purposes. This resolution may be amended or supplemented with the consent of the
registered owners of a majority in aggregate principal amount of the outstanding Bonds, but a
modification or amendment may not, without the express consent of any registered owner of Bonds
affected, reduce the principal amount of any Bonds, reduce the interest rate payable on it, extend its
maturity or the times for paying interest, change the monetary medium in which principal and interest is
payable, or reduce the percentage of consent required for amendment or modification.
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Any act done pursuant to a modification or amendment consented to by the registered owners of
the Bonds is binding on all holders of the Bonds and will not be deemed an infringement of any of the
provisions of this resolution, whatever the character of the act may be, and may be done and performed as
fully and freely as if expressly permitted by the terms of this resolution, and after consent has been given,
no registered owner of the Bonds has any right or interest to object to the action, to question its propriety
or to enjoin or restrain the District from taking any action pursuant to a modification or amendment.
If the District proposes an amendment or supplemental resolution to this resolution requiring the
consent of the registered owners of the Bonds, the District shall cause notice of the proposed amendment
to be sent to each registered owner by first -class mail, postage prepaid, to the address of such registered
owner as it appears on the registration books; but the failure to receive such notice by mail by any
registered owner, or any defect in the mailing thereof, will not affect the validity of any proceedings
pursuant hereto. Such notice shall briefly set forth the nature of the proposed amendment and shall state
that copies thereof are on file in the office of the Clerk to the Board for inspection by the registered
owners. If, within 60 days or such longer period as shall be prescribed by the District following the
giving of such notice, the registered owners of a majority in aggregate principal amount of the Bonds then
outstanding have consented to the proposed amendment, the amendment will be effective as of the date
stated in the notice.
Section 10. This resolution is effective on its passage.
On motion of Vice Chairman House, seconded by Commissioner Springle, the foregoing
resolution entitled "RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT,
NORTH CAROLINA, SITTING AS THE GOVERNING BODY OF THE SOUTH CENTRAL WATER AND SEWER
DISTRICT OF HARNETT COUNTY, PROVIDING FOR THE ISSUANCE OF $3,449,000 GENERAL
OBLIGATION WATER AND SEWER BONDS, SERIES 2013A, $3,937,000 GENERAL OBLIGATION WATER
AND SEWER BONDS, SERIES 2013B, $3,239,000 GENERAL OBLIGATION WATER AND SEWER BONDS,
SERIES 2013C AND $2,586,000 GENERAL OBLIGATION WATER AND SEWER BONDS, SERIES 2013D OF
THE SOUTH CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY" was duly adopted by the
following vote:
AYES: 5
NAYS: 0
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STATE OF NORTH CAROLINA
ss:
COUNTY OF HARNETT
1, MARGARET REGINA WHEELER, Clerk to the Board of Commissioners of the County of Harnett,
North Carolina, DO HEREBY CERTIFY that the foregoing is a true and exact copy of a resolution
entitled "RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH
CAROLINA, SITTING AS THE GOVERNING BODY OF THE SOUTH CENTRAL WATER AND SEWER
DISTRICT OF HARNETT COUNTY, PROVIDING FOR THE ISSUANCE OF $3,449,000 GENERAL.
OBLIGATION WATER AND SEWER BONDS, SERIES 2013A, $3,937,000 GENERAL. OBLIGATION WATER
AND SEWER BONDS, SERIES 2013B, $3,239,000 GENERAL OBLIGATION WATER AND SEWER BONDS,
SERIES 2013C AND $2,586,000 GENERAL OBLIGATION WATER AND SEWER BONDS, SERIES 2013D OF
THE SOUTH CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY" adopted by the Board of
Commissioners of the County of Harnett, North Carolina at a special meeting duly held on the 15" day of
January, 2013.
WITNESS my hand and the corporate seal of the County of Harnett, North Carolina, this the 15ih
day of January, 2013.
,`�Cr�I� htA'M1ai�� /h6
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MARG RETREGIN WHEELER
Clerk tI the Board f Commissioners
County of Harnett, North Carolina