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2012/09/17 RESOLUTION PROVIDING FOR THE ISSUANCE OF THE DISTRICT'S GENERAL OBLIGATION WATER & SEWER BOND ANTICIPATION NOTES, SERIES 2012B IN AN AGGREGATE PRINCIPAL AMT NOT TO EXCEED $13,211,000RESOLUTION 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 THE DISTRICT'S GENERAL OBLIGATION WATER AND SEWER BOND ANTICIPATION NOTES, SERIES 2012B, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $13,211,000 WHEREAS, the Bond Order described below 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 "County "), sitting as the governing body of the District, has determined that it is in the District's best interest to issue its General Obligation Water and Sewer Bond Anticipation Notes, Series 2012B in an aggregate principal amount not to exceed $13,211,000 (the "Notes ") to discharge the District's obligations with respect to its $13,211,000 General Obligation Water and Sewer Bond Anticipation Notes, Series 2012 issued on January 30, 2012 and maturing on October 24, 2012 (the "Prior Notes "); WHEREAS, the Prior Notes were 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: I. 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. "Prior Notes" means the District's $13,211,000 General Obligation Water and Sewer Bond Anticipation Notes, Series 2012 issued on January 30, 2012 and maturing on October 24, 2012. "Notes" means the District's General Obligation Water and Sewer Bond Anticipation Notes, Series 2012B, to be issued in an aggregate principal amount not to exceed $13,211,000 on October 23, 2012. PPAB 19993410 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 discharge the District's obligations with respect to the Prior Notes, the proceeds of which were used, or will be used, 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 October 23, 2012, mature on January 23, 2013 and bear interest payable at maturity of the Notes in accordance with the Bid for Notes. 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 or Vice 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 he 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 denominations of $100,000 and multiples of $1,000 in excess of $100,000, 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. PPA13 19993410 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 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, and the applicable regulations promulgated thereunder. 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 Vice 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 they 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 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. PPAB 19993410 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 applied to discharge the Prior Notes and to pay certain costs incurred in connection with the issuance of the Notes. READ, APPROVED AND ADOPTED this 17th day of September, 2012. �C Timothy Neill Chairman o e Board of Commissioners ATTEST: 1! au l Marg t Regina Wh ler Clerk t the Board of ommissioners (SEAL) APPRO D s To Fopm Dwigh Snow, Esq. County Attorney PPAB 19993410 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 THE DISTRICT'S GENERAL OBLIGATION WATER AND SEWER BOND ANTICIPATION NOTES, SERIES 2012B, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $13,211,000" which was adopted by the Board of Commissioners at its regular meeting held on the 17" day of September, 2012, to become effective on the 17i° day of September, 2012. v� PPAB 1999341 v3 Marg ret Regma heeler Clerk o the Boar of Commissioners County 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 September 17, 2012. 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 House 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 THE DISTRICT'S GENERAL OBLIGATION WATER AND SEWER BOND ANTICIPATION NOTES, SERIES 2012B, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $13,211,000" The motion to adopt the aforementioned resolution was seconded by Commissioner Andrews and was adopted by the Board of Commissioners on the following vote: AYES: 5 NAYS: 0 PPAB 19993410 APPENDIX A (Form of Note) No. R -I $[Amount] UNITED STATES OF AMERICA STATE OF NORTH CAROLINA SOUTH CENTRAL WATER AND SEWER DISTRICT OF HARNETT COUNTY, NORTH CAROLINA GENERAL OBLIGATION WATER AND SEWER BOND ANTICIPATION NOTE, SERIES 2012B INTEREST RATE MATURITY DATE DATED DATE CUSIP [RATE]% JANUARY 23, 2013 OCTOBER 23, 2012 [CUSIP] REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: I I 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 discharge the District's obligations with respect to the District's $13,211,000 General Obligation Water and Sewer Bond Anticipation Notes, Series 2012 issued on January 30, 2012 and maturing on October 24, 2012, the proceeds of which were used, or will be used, to pay the capital costs of 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. PPAB 19993410 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, 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 Commissioners of the County, each acting on behalf of the District, and an original or facsimile of the seal of the District to be imprinted hereon and this Note to be dated as of the dated date set forth above. (SEAL) Mar ret Regina eeler m: {. '= dnothy M Neill Cler to the Boar = .: C:. •. fiairman o e Board Date of Execution: October 23, 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 1999341 v3 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 1999341 v3 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