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HomeMy WebLinkAbout2011/11/21 RESOLUTION PROVIDING FOR THE ISSUANCE OF $13,211,000 GEN OBLIGATION WATER & SEWER BOND ANTICIPATION NOTES, SERIES 2012 OF THE SCWS DIST OF HARNETT CTYRESOLUTION 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 $13,211,000 GENERAL OBLIGATION WATER AND SEWER BOND ANTICIPATION NOTES, SERIES 2012 OF THE SOUTH CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY WHEREAS, the Bond Order hereinafter - described has taken effect approving the issuance of $42,000,000 General Obligation Water and Sewer Bonds (the "Bonds ") of the South Central Water and Sewer District of Harnett County (the "District "); WHEREAS, the Board of Commissioners (the "Board') of the County of Harnett, North Carolina (the "Count)P), sitting as the governing body of the District, has determined that it is in the District's best interest to issue $13,211,000 General Obligation Water and Sewer Bond Anticipation Notes, Series 2012 (the "Notes "), authorized under the Bond Order to finance renovation, expansion and improvement to the wastewater collection system of the District for which the Bonds were approved as permitted by Section 159 -161 of the General Statutes of North Carolina, as amended; NOW, THEREFORE, BE IT RESOLVED by the Board, sitting as the governing body of the District, as follows: For purposes of this Resolution, the following words will have the meanings ascribed to them below: "Bid for Notes" means the Bid for Notes submitted to the LGC by the winning bidder selected to purchase the Notes. "Bond Order" means the Bond Order authorizing the Bonds adopted by the Board, sitting as the governing body of the District, on December 2, 2002 and 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, on December 7, 2009 to extend the time period for issuing bonds under the Bond Order to February 4, 2013. "LGC" means the Local Government Commission of North Carolina, and any successor to its functions. "Notes" means the District's $13,211,000 General Obligation Water and Sewer Bond Anticipation Notes, Series 2012. 2. The District shall issue not to exceed $13,211,000 in total aggregate principal amount of its Notes. 3. The Notes are being issued to provide funds to pay the capital costs of certain wastewater collection system improvements in the District (the "Project') pursuant to and in accordance with the Bond Order. 4. The Notes shall be dated their initial date of issuance and shall mature not more than 364 days after their initial date of issuance, as reflected in the Bid for Notes. The Notes shall bear interest payable at maturity of the Notes in accordance with the Bid for Notes. PPAB 1894490v2 �I 5. The Notes shall be numbered "R -1" and upward. The Notes shall bear interest from their date at a rate or rates which shall be hereafter determined upon the sale thereof computed on the basis of a 360 -day year of twelve 30 -day months. 6. The Notes shall be registered as to principal and interest and the District is directed to maintain the registration records with respect thereto. The Notes shall bear the original or facsimile signatures of the Chairman of the Board of the County and the Clerk to the Board. An original or facsimile of the seal of the County shall be imprinted on each Note. 7. The determination of the rate of interest on the Notes, the place of payment for the Notes and the denominations of the Notes will be made in accordance with the Bid for Notes. 8. The Notes will be issued in registered form to the owner thereof or will be issued by means of a book -entry system, in accordance with the Bid for Notes. If issued in book -entry system, one note certificate will be issued to The Depository Trust Company, New York, New York ("DTC'), and immobilized in its custody. A book -entry system will be employed, evidencing ownership of the Notes in principal amounts of $5,000 or integral multiples thereof, with transfers of beneficial ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC. Principal of and interest on the Notes will be payable to DTC in immediately available funds on the maturity date. The District will not be responsible or liable for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. If not issued by means of a book -entry system, the principal of and interest on the Notes will be payable to the owners of the Notes upon presentation and surrender of the Notes to the paying agent for the Notes at the offices of the paying agent indicated on the Bid for Notes on the maturity date of the Notes. If (a) DTC determines not to continue to act as securities depository for the Notes or (b) the District Representative determines that the continuation of the book -entry system of evidence and transfer of ownership of the Notes would adversely affect the interests of the beneficial owners of the Notes, the District will discontinue the book -entry system with DTC. If the District fails to identify another qualified securities depository to replace DTC, the District will authenticate and deliver replacement notes in the form of fully registered certificates. 9. The Notes are not subject to payment prior to maturity. 10. The Notes and the provisions for the registration of the Notes and for the approval of the Notes by the Secretary of the LGC shall be in substantially the form set forth in Appendix A. 11. The District covenants to take such action as may be required in the opinion of nationally recognized bond counsel to cause the Notes and all actions of the District with respect to the proceeds thereof to comply with Internal Revenue Code of 1986, as amended (the "Code "). In particular, the District covenants as follows: (a) At least one of the following two conditions will be satisfied: (i) less than 10% of the proceeds of the Notes reduced by costs of issuance will be used directly or indirectly in the business of a person other than a state or local govemmental unit or (ii) less than 10% of the principal or interest on the Notes will be (under the terms of such issue or any underlying arrangement) directly or indirectly (A) secured by an interest in property used or to be used in a private business or by any interest in payments made with respect to such property or (B) derived PPAB I89449M from payments made with respect to property, or borrowed money, used or to be used in a private business; (b) Less than 5% of the proceeds of the Notes reduced by costs of issuance will be used by nongovernmental persons for a use unrelated to the purposes for which the Notes were issued; (c) It will not loan directly or indirectly more than 5% of the Notes proceeds to nongovernmental persons; (d) It has not and will not enter into any management contract with respect to the facilities financed with the proceeds of the Notes unless it obtains an opinion of nationally recognized bond counsel that such management contract will not impair the exclusion from a recipient's gross income for federal income tax purposes of the interest on the Notes; (e) The District acknowledges that the continued exclusion of interest on the Notes from a recipient's gross income for federal income tax purposes depends, in part, upon compliance with the arbitrage limitations imposed by Section 148 of the Code. The District covenants to comply with all the requirements of Section 148 of the Code, including the rebate requirements, and it shall not permit at any time any of the proceeds of the Notes or other funds of the District to be used, directly or indirectly, to acquire any asset or obligation, the acquisition of which would cause the Notes to be "arbitrage bonds" for purposes of Section 148 of the Code; (f) The Notes are not and shall not be `federally guaranteed' as defined in Section 149(b) of the Code; (g) The District covenants to file or cause to be filed Form 8038G in accordance with Section 149(e) of the Code. 12. Actions taken by officials of the County to select on behalf of the District paying and transfer agents, and a bond registrar, or alternate or successor agents and registrars pursuant to Section 159E -8 of the Registered Public Obligations Act, Chapter 159E of the General Statutes of North Carolina, are hereby authorized and approved. 13. The LGC is hereby requested to sell the Notes through a competitive sale to the bidder whose bid results in the lowest interest cost to the District, determined by the LGC. 14. The form and content of the Bid for Notes and the Note Circular with respect to the Notes are in all respects authorized, approved and ratified. 15. The Chairman of the Board, the County Manager, the Finance Officer, the District Representative, the County Attorney and the Clerk to the Board are hereby authorized and directed to cause the Notes to be prepared and, when it shall have been duly sold by the LGC, to execute the Notes and to turn the Notes over to the registrar and transfer agent of the County for delivery to the purchaser or purchasers to whom they may be sold by the LGC. 16. The Chairman of the Board, the County Manager, the Finance Officer, the County Attorney and the Clerk to the Board are authorized and directed to execute and deliver for and on behalf of the County any and all additional certificates, documents, opinions or other papers and perform all PPAB 1894490v2 other acts as may be required by the documents contemplated hereinabove or as may be deemed necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. 17. The Public Utilities Director of the County and the Assistant Public Utilities Director of the County are each designated a "District Representative" and are authorized and directed to execute and deliver for and on behalf of the District any and all additional certificates, documents, opinions or other papers and perform all other acts as may be required by the documents contemplated hereinabove or as may be deemed necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. 18. This Resolution may be amended or supplemented, from time to time, without the consent of the holder of the Notes if in the opinion of nationally recognized bond counsel, such amendment or supplement would not adversely affect the interests of the holder of the Notes and would not cause the interest on the Notes 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 holders of a majority in aggregate principal amount of the outstanding Notes, exclusive of Notes, if any, owned by the District, but a modification or amendment may not, without the express consent of any holder of Notes affected, reduce the principal amount of any Notes, 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. Any act done pursuant to a modification or amendment consented to by the holder of the Notes is binding on all holders of the Notes 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 holder of a Note 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 holder of the Notes, the District shall cause notice of the proposed amendment to be sent to the holder of the Notes by first -class mail, postage prepaid, to the address of such holder as it appears on the registration books; but the failure to receive such notice by mail by any holder, 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 holder of the Notes. If, within 60 days or. such longer period as shall be prescribed by the District following the giving of such notice, the holder has consented to the proposed amendment, the amendment will be effective as of the date stated in the notice. 19. The proceeds of the Notes received by the District shall be deposited in a separate account of the District held by the Finance Officer of the County and applied to pay the costs of issuance of the Notes and the costs of the Project. PPAB 1894490v2 READ, APPROVED AND ADOPTED this jI day of November, 2011. Timothy B. c eill Chairman of the Board of Commissioners Dwight Snow, Esq. County Attorney PPAB 1894490x2 CERTIFICATE I, 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 accurate copy of the 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 $13,211,000 GENERAL OBLIGATION WATER AND SEWER BOND ANTICIPATION NOTES, SERIES 2012 OF THE SOUTH CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY" which was adopted by the Board of Commissioners at its regular meeting held on the 21" day of November, 2011, to become effective on the 21" day of November, 2011. PPAB 1894490v2 F Oe p: t ,t:•:�N 0] l�'• d� �1471IIIl \ \ \ \ \\ Marga Regma Wh ler Clerk the Board o ommissioners Count of Harnett, North Carolina a' PPAB 1894490v2 F Oe p: t ,t:•:�N 0] l�'• d� �1471IIIl \ \ \ \ \\ Marga Regma Wh ler Clerk the Board o ommissioners Count of Harnett, North Carolina Extract of Minutes of a regular meeting of the Board of Commissioners of the County of Harnett, North Carolina, held in the Commissioners Meeting Room, County Administration Building, 102 East Front Street, Lillington, North Carolina, at 7:00 p.m. on November 21, 2011. The following members were present: Timothy B. McNeill, Chairman Beatrice B. Hill, Vice- Chairman Dan Andrews, Commissioner Jim Burgin, Commissioner Gary House, Commissioner The following members were absent: none Commissioner Andrews moved that the following resolution, copies of which having been made available to the Board, be adopted: 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 $13,211,000 GENERAL OBLIGATION WATER AND SEWER BOND ANTICIPATION NOTES, SERIES 2012 OF THE SOUTH CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY" The motion to adopt the aforementioned resolution was seconded by Vice Chairman Hill and was adopted by the Board of Commissioners on the following vote: AYES: 5 NAYS: 0 PPAB 1894490v2 No. R -1 APPENDIX A (Form of Note) UNITED STATES OF AMERICA STATE OF NORTH CAROLINA $13,211,000 SOUTH CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA GENERAL OBLIGATION WATER AND SEWER BOND ANTICIPATION NOTE, SERIES 2012 INTEREST RATE MATURITY DATE DATED DATE CUSIP [RATE]% [MATURITY DATE] [SALE DATE] [CUSH'] REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: THIRTEEN MILLION TWO HUNDRED ELEVEN THOUSAND DOLLARS THE SOUTH CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA (the "District ") acknowledges itself indebted and for value received hereby promises to pay to the Registered Owner named above, on the Maturity Date specified above, upon surrender hereof, the Principal Sum shown above and to pay to the Registered Owner hereof interest thereon from the date of this Note until it shall mature at the Interest Rate per annum specified above, payable on the Maturity Date specified above. Principal of and interest on this Note are payable in immediately available funds to the Registered Owner and is payable in U.S. dollars on the Maturity Date. This Note is issued in accordance with the Registered Public Obligations Act, Chapter 159E of the General Statutes of North Carolina, and pursuant to The Local Government Bond Act and a bond order adopted by the Board of Commissioners of the County on December 2, 2002 and 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, on December 7, 2009 to extend the time period for issuing bonds under such bond order to February 4, 2013. The Note is issued to provide funds to pay certain wastewater collection system improvements in the District. The Note is not subject to payment prior to maturity. It is hereby certified and recited that all conditions, acts and things required by the Constitution or statutes of the State of North Carolina to exist, be performed or happen precedent to or in the issuance of this Note, exist, have been performed and have happened, and that the amount of this Note, together with all other indebtedness of the District, is within every debt and other limit prescribed by said Constitution or statutes. The faith and credit of the District are hereby pledged to the punctual payment of the principal of and interest on this Note in accordance with its terms. This Note shall not be valid or become obligatory for any purpose until the certification hereon shall have been signed by an authorized representative of the Local Government Commission of North Carolina. PPAB 1894490v2 IN WITNESS WHEREOF, the District has caused this Note to bear the original or facsimile of the signatures of the Chairman of the Board of Commissioners of the County and the Clerk to the Board of Co,Mj %pners of the County, each acting on behalf of the District, and an original or facsimile of the ;p Ilhq�jet to be imprinted hereon and this Note to be dated as of the dated date set forth above. Timothy cNeill Chairman of the Board Date of Execution: January _, 2012 The issue hereof has been approved under the provisions of The Local Government Bond Act. T. VANCE HOLLOMAN Secretary of the Local Government Commission PPAB 189449M FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please print or typewrite Name and Address, including Zip Code, and Federal Taxpayer Identification or Social Security Number of Assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to register the transfer of the within Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature guaranteed by: NOTICE: Signature must be guaranteed by a Participant in the Securities Transfer Agent Medallion Program ( "STAMP ") or similar program. PPAB 1894490v2 NOTICE: The signature to this assignment must correspond with the name as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. TRANSFER FEE MAY BE REQUIRED H