Holly Springs Town Council Minutes

 

Regular Meeting

Jan. 3, 2006

 

 

The Holly Springs Town Council met in regular session on Tuesday, Jan. 3, 2006, in the Council Chambers of Holly Springs Town Hall, 128 S. Main Street.  Mayor Dick Sears presided, calling the meeting to order at 7:00 p.m.  A quorum was established as the mayor and all five council members were present as the meeting opened. 

 

Council Members Present:  Councilmen Vinnie DeBenedetto, Parrish Womble, Chet VanFossen, Peter Atwell and Hank Dickson and Mayor Sears.

 

Council Members Absent:  None.

 

Staff Members Present: Carl Dean, town manager; Charles Simmons, assistant town manager; John Schifano, town attorney; Linda Harper, deputy town clerk (recording the minutes); Mark Andrews, public information officer; Gina Bobber, planning and zoning director; Stephanie L. Sudano, director of engineering; Amy Moore, lab analyst; Thomas Tillage, water quality director; Cecil Parker, chief of public safety; and Drew Holland, finance director.

 

2 and 3.  The Pledge of Allegiance was recited, and the meeting opened with an invocation by Rev. Otis G. Byrd, pastor of the First Baptist Church of Holly Springs.

 

4.  Agenda Adjustment:   The Jan. 3, 2006 meeting agenda was adopted with changes, if any, as listed below.                        

            Motion By:  VanFossen

            Second By:  Dickson

Vote: Unanimous

            Items Added to the Agenda:  None.

            Consent Agenda Items Removed:  None.

            Other Changes:  None.

 

5.  Public Hearing:  Bond Order for Refunding Bonds –   Mr. Holland introduced Paul Jacobson, the Town’s bond counsel.  Mr. Holland said the town intends to refund some of its existing general obligation bonds, which would save the town money over the term of the bonds.  In order to refund the bonds, he said, a public hearing should be held, giving the public an opportunity to comment on the validity of the bond order and the advisability of issuing the bonds.

            At this time the Mayor announced that this was the hour, date and place fixed by the Town Council of the public hearing upon the order entitled:

BOND ORDER AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS OF THE TOWN OF HOLLY SPRINGS IN AN AGGREGATE PRINCIPAL AMOUNT OF UP TO $3,200,000 FOR THE PURPOSE OF REFUNDING PREVIOUSLY ISSUED GENERAL OBLIGATION BONDS, SERIES 1991, 1994 AND 1997; and that the Town Council would immediately hear anyone who might wish to be heard on the question of the validity of said order or the advisability of issuing said bonds.

            No one appeared, either in person or by attorney, to be heard on the question of the validity of said order or the advisability of issuing said bonds, and the Deputy Clerk to the Town Council announced that no written statement relating to said questions had been received.

            There being no comments, the public hearing was closed.

            Thereupon, upon motion of Council Member VanFossen, seconded by Council Member Atwell and carried, the order introduced and passed on first reading on December 20, 2005 titled, “BOND ORDER AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS OF THE TOWN OF HOLLY SPRINGS IN AN AGGREGATE PRINCIPAL AMOUNT OF UP TO $3,200,000 FOR THE PURPOSE OF REFUNDING PREVIOUSLY ISSUED GENERAL OBLIGATION BONDS, SERIES 1991, 1994 AND 1997,” was read a second time by title and placed upon its final passage.  The vote upon the final passage of said order was:

            Ayes:  5

            Noes: 0

            The Mayor then announced that the order titled, “BOND ORDER AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS OF THE TOWN OF HOLLY SPRINGS IN AN AGGREGATE PRINCIPAL AMOUNT OF UP TO $3,200,000 FOR THE PURPOSE OF REFUNDING PREVIOUSLY ISSUED GENERAL OBLIGATION BONDS, SERIES 1991, 1994 AND 1997,” had been adopted.

 

            Thereupon Mayor Sears introduced Resolution 06-01, a copy of which had been provided to each Council Member and which was read by its title and, upon motion of Council Member Womble, seconded by Council Member VanFossen, Resolution 06-01 as printed below and titled, “RESOLUTION PROVIDING FOR PUBLIC HEARING ON BOND ORDER FOR UP TO $3,200,000 GENERAL OBLIGATION REFUNDING BONDS AND PUBLICATION OF BOND ORDER AND NOTICE OF HEARING AND OTHER ACTION” was passed by the following vote:

            Ayes:  5

            Noes:  0

           

Resolution No.:  06-01

RESOLUTION AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS OF THE TOWN OF HOLLY SPRINGS IN AN AGGREGATE PRINCIPAL AMOUNT OF UP TO $3,200,000 PURSUANT TO A BOND ORDER HERETOFORE APPROVED AND PROVIDING FOR THE FORM, DETAILS AND PAYMENT THEREOF.

 

            WHEREAS, the Town Council (the “Council”) of The Town of Holly Springs, North Carolina (the “Town”) on December 20, 2005 introduced a Bond Order authorizing the issuance of the Refunding Bonds, defined below (the “Bond Order”), which Bond Order as introduced was published in accordance with the requirements of the Local Government Bond Act, and on this date has held a public hearing on the Bond Order as introduced not earlier than six days after such publication; and

WHEREAS the Council on this date adopted the Bond Order in final form authorizing the issuance of the Refunding Bonds in order to refund the Town’s $165,000 General Obligation Bonds, Series 1991, issued on or about March 25, 1991 (the “1991 Bonds”), the Town’s $480,000 General Obligation Bonds, Series 1994, issued on or about March 28, 1994 (the “1994 Bonds”) and the Town’s $2,352,000 General Obligation Bonds, Series 1997, issued on or about September 25, 1997 (the “1997 Bonds”) to finance water and sewer system capital improvements in the Town of Holly Springs (together, the “Bonds to be Refunded”).

            BE IT RESOLVED BY THE TOWN COUNCIL FOR THE TOWN OF HOLLY SPRINGS, NORTH CAROLINA:

 

            1.         Findings –  The Council has determined and does hereby find and declare:

            (a)        That the Bond Order authorizing up to $3,200,000 of General Obligation Refunding Bonds (the “Refunding Bonds”) was adopted by the Council on January 3, 2006, which Bond Order has taken effect, and the Clerk to the Council is hereby directed to publish said Bond Order, together with the appended statement as required by the Local Government Bond Act, as amended, once in The Fuquay-Varina Independent.

            (b)        That none of said Refunding Bonds have been issued, that the final maturity date of the Bonds to be Refunded is June 1, 2039, that no notes have been issued in anticipation of the receipt of the proceeds of the sale of said Refunding Bonds and that it is necessary to issue at this time up to $3,200,000 of said Refunding Bonds in accordance with the provisions of this resolution and subject to adjustment as set forth herein.

            (c)        That the shortest period of time in which the debt of said Town to be refunded by the issuance of said Refunding Bonds can be finally paid without making it unduly burdensome on the taxpayers of said Town, as determined by the Local Government Commission of North Carolina (the “LGC”), is a period which expires on June 1, 2028.

            2.         Issuance of Refunding Bonds –  Pursuant to the Bond Order, there shall be issued Refunding Bonds of the Town of Holly Springs, North Carolina (the “Issuer” or the “Town”) in the maximum aggregate principal amount of $3,200,000 designated “General Obligation Refunding Bonds, Series 2006” and dated February 1, 2006.   The Council finds and determines that issuance of the Refunding Bonds will be for public purposes of the Town, for the welfare of citizens of the Town for purposes that will serve the Town and its citizens pursuant to the authority of the Town to refund general obligation bonds.  Proceeds of the Refunding Bonds (including investment proceeds, if any) shall be utilized for payment in full of the unpaid principal amount of the Bonds to be Refunded, applicable redemption premiums thereon, if any, unpaid interest thereon to the date of delivery or exchange of the Refunding Bonds, and costs of issuance of the Refunding Bonds.  The Bonds to be Refunded shall be retired from the proceeds of the Refunding Bonds as the first priority.  The final maturity date for the Refunding Bonds (to be established below) does not exceed the maximum period of usefulness of the capital project to be financed by the Refunding Bonds, which maximum period of usefulness is found and determined to be not earlier than June 1, 2028.

The Refunding Bonds shall be stated to mature (subject to adjustment as hereinafter set forth) annually, on June 1 in the following years and in the following amounts, subject to change as stated herein: 2006 ($100,000), 2007 ($85,000), 2008 ($90,000), 2009 ($90,000), 2010 ($95,000), 2011 ($100,000), 2012 ($100,000), 2013 ($105,000), 2014 ($110,000), 2015 ($115,000), 2016 ($115,000), 2017 ($120,000), 2018 ($125,000), 2019 ($130,000), 2020 ($1435,000), 2021 ($140,000), 2022 ($145,000), 2023 ($155,000), 2024 ($160,000), 2025 ($165,000), 2026 ($170,000), 2027 ($170,000), 2028 ($175,000). The Refunding Bonds shall bear interest at a rate or rates to be determined by the Local Government Commission of North Carolina at the time the Bonds are sold (provided, however that the net interest cost of the Refunding Bonds shall not exceed 5.5% per annum), which interest to the respective maturities thereof shall be payable on June 1, 2006 and semiannually thereafter on December 1 and June 1 of each year until payment of such principal sum.  Notwithstanding the foregoing, the Issuer reserves the right to increase or decrease the aggregate principal amount of the Refunding Bonds by an amount not to exceed $305,000 following the opening of bids for the purchase of the Refunding Bonds and, in the event of such increase or decrease, the principal amount of any maturity of the Refunding Bonds will be increased or decreased by an amount not to exceed $50,000 per maturity to be determined by the Finance Officer of the Issuer, with the advice of the Issuer’s financial advisor employed in connection with the issuance of the Refunding Bonds, provided that interest rate savings will be realized by the Issuer during the period which the Refunding Bonds will be outstanding as a consequence of issuing the Refunding Bonds and provided further that no such annual installment of principal shall be more than four times as great in amount as the smallest prior installment of principal, and further provided that the first such installment shall be not more than 3 years after the date of the Refunding Bonds and the last such annual installment shall be not later than either (1) the shortest period, but not more than 40 years, in which the debt being refunded can be finally paid without making it unduly burdensome on the taxpayers of the Town, as determined by the North Carolina Local Government Commission (the “LGC”) or (2) the end of the unexpired period of usefulness of the project. The Finance Officer of the Issuer is hereby authorized and directed to make any such adjustments, if appropriate, on behalf of the Issuer.  Principal, premium, if any, and interest on the Refunding Bonds will be payable in lawful money of the United States of America.

3.         Pledge of Faith, Credit and Taxing Power – The Town’s full faith and credit are hereby irrevocably pledged for the payment of the principal of and interest on the Refunding Bonds. Unless other funds are lawfully available and appropriated for timely payment of the Refunding Bonds, the Council will levy and collect an annual ad valorem tax, without restriction as to rate or amount, on all locally taxable property in the Town sufficient to pay the principal of and interest on the Refunding Bonds as the same become due.

4.         Approval of Official Statement for Offering - There has been made available to each member of the Council the form of an official statement (the “Official Statement") relating to the Refunding Bonds, pursuant to which the Refunding Bonds will be offered for sale.  The Official Statement remains subject to completion and amendment.

The Official Statement is approved as the form of official statement pursuant to which the Refunding Bonds will be offered for sale. The actions of the Finance Officer, in collaboration with the LGC to prepare the text of the Official Statement are ratified, approved and confirmed. The Council approves the LGC's distribution of the Official Statement to prospective purchasers of the Refunding Bonds.  The Official Statement as so distributed must in substantially the form presented to this meeting, with such changes as the Finance Officer may approve.

The Council acknowledges that it is the Town’s responsibility to ensure that the Official Statement, in its final form, neither contains an untrue statement of a material fact nor omits to state a material fact required to be included therein for the purpose for which such 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. By the adoption of this resolution, the Council members approve the Official Statement as materially correct and complete, and further acknowledge and accept their own responsibility for causing the Town to fulfill these responsibilities for the Official Statement. 

            5.         Redemption Provisions – The Refunding Bonds maturing prior to June 1, 2017 will not be subject to redemption prior to maturity.  The Refunding Bonds maturing on June 1, 2017 and thereafter will be redeemable, at the option of the Town, from any moneys that may be made available for such purpose, either in whole or in part on any date not earlier than June 1, 2016, at the prices as follows: a redemption price of 100% of such principal amount, plus interest accrued to the date fixed for redemption.

            If less than all of the Refunding Bonds stated to mature on different dates shall be called for redemption, the particular Refunding Bonds or portions of Refunding Bonds to be redeemed shall be called in the inverse order of their maturities.  If less than all of the Refunding Bonds of any one maturity shall be called for redemption, the particular Refunding Bonds or portions of Refunding Bonds of such maturity to be redeemed shall be selected by lot in such manner as the Town in its discretion may determine; provided, however, that the portion of any Refunding Bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof and that, in selecting Refunding Bonds for redemption, each Refunding Bond shall be considered as representing that number of Refunding Bonds which is obtained by dividing the principal amount of such Refunding Bond by $5,000.  So long as a book-entry system with DTC is used for determining beneficial ownership of Refunding Bonds, if less than all of the Refunding Bonds within a maturity are to be redeemed, DTC and its participants shall determine in accordance with its own procedures which of the Refunding Bonds within a maturity are to be redeemed.

            Notice of redemption shall be given by certified or registered mail to DTC or its nominee as the registered owner of the Refunding Bonds.  Such notice shall be mailed not more than 60 days nor less than 30 days prior to the date fixed for redemption.  The Town will not be responsible for mailing notices of redemption to anyone other than DTC or its nominees.

6.         Form of Bonds –  The Refunding Bonds will be in substantially the form set out in Exhibit A.  The Bonds will be designated “General Obligation Refunding Bonds, Series 2006.”  The Refunding Bonds will be dated February 1, 2006, will be in fully registered form, in denominations of $5,000 and integral multiples thereof, and will be numbered R-1 upward, as the Finance Officer may determine.

The Refunding Bonds must be signed by the manual or facsimile signature of the Mayor or Vice-Mayor of the Town, or the Town Manager, must be countersigned by the manual or facsimile signature of the Town Clerk or any Assistant Town Clerk, and the Town’s seal must be affixed thereto or a facsimile thereof printed thereon.  The certificate of the LGC to be endorsed on all Refunding Bonds shall bear the manual or facsimile signature of the Secretary of the LGC or of a representative designated by said Secretary.  No Refunding Bond will be valid unless at least one of the signatures appearing on such Refunding Bond (which may be the signature of the LGC’s representative required by law) is manually applied or until such Refunding Bond has been authenticated by the manual signature of an authorized officer or employee of a bond registrar selected by the Town.

7.         Finance Officer as Registrar; Payments to Registered Owners –  The Finance Officer is appointed Registrar for the Refunding Bonds.  As Registrar, the Finance Officer will maintain appropriate books and records of the ownership of the Refunding Bonds.  The Town will treat the registered owner of each Refunding Bond as the person exclusively entitled to payment of principal, premium, if any, and interest and the exercise of all rights and powers of the owner, except that debt service payments will be made to the person shown as owner on the registration books on the 15th day of the month preceding each interest payment date.

8.         Advertising Bonds for Sale –  The Council authorizes, as may be requested or required by the LGC, the advertisement of a notice of sale of the Refunding Bonds or a summary notice of sale of the Refunding Bonds, as appropriate, in such form as the Finance Officer may determine, at least five days before the sale date for the Refunding Bonds, all in accordance with LGC guidelines and this resolution.

9.         LGC To Sell Bonds –  The Town asks the LGC to sell the Refunding Bonds, to receive and evaluate bids and to award the Refunding Bonds to the successful purchaser.

10.       Completing Official Statement after Sale -- After bids have been received and the LGC has awarded the Refunding Bonds to the successful purchaser, the Finance Officer is authorized and directed to prepare, in collaboration with the LGC, a supplement to the Official Statement containing, among such other matters as may be appropriate, information required pursuant to Rule 15c2-12 (“Rule 15c2-12”) promulgated by the United States Securities and Exchange Commission under the United States Securities Act of 1934, as amended. The Town, together with the LGC, will arrange for the delivery within seven business days of the date the Refunding Bonds are sold of a reasonable number of copies (including dissemination by electronic means in accordance with LGC procedures) of the supplemented Official Statement to the successful bidder on the Refunding Bonds for delivery to each potential investor requesting a copy of the supplemented Official Statement and to each person to whom such bidder and members of the bidding group initially sell the Refunding Bonds.

11.       Finance Officer To Complete Bond Closing –  After the sale of the Refunding Bonds, the Finance Officer and all other Town officers, employees and representatives are authorized and directed to take all proper steps to have the Refunding Bonds prepared and executed in accordance with their terms and to deliver the Refunding Bonds to the purchaser upon payment for the Refunding Bonds.

The Finance Officer is authorized and directed to hold the executed Refunding Bonds, and any other documents authorized or permitted by this resolution, in escrow on the Town’s behalf until the conditions for the delivery of the Refunding Bonds and other documents have been completed to the Finance Officer’s satisfaction, and thereupon to release the executed Refunding Bonds and other documents for delivery to the appropriate persons or organizations. 

            Without limiting the generality of the foregoing, this authorization and direction is specifically extended to authorize the Finance Officer (a) to enter into such agreements or take such other actions as such officer may deem appropriate in connection with obtaining a credit rating or credit ratings for the Refunding Bonds and bond insurance for the Refunding Bonds (if any), completing the refunding that is a purpose of the Refunding Bonds and to complete the timely payment in full of the principal and interest due on the Bonds to be Refunded, and (b) to approve changes to any documents or closing certifications previously signed by Town officers or employees, provided that the Refunding Bonds will be in substantially the form approved by this resolution and that any such changes will not substantially alter the intent of such certificates from that expressed in the forms of such certificates as executed by such  officers or employees.  The Finance Officer’s authorization of the release of any such document for delivery will constitute conclusive evidence of such officer’s approval of any such changes.

            12.       Undertaking for Continuing Disclosure –  The Town undertakes, for the benefit of the beneficial owners of the Refunding Bonds, to provide continuing disclosure with respect to the Refunding Bonds as described in Exhibit B. The provisions for continuing disclosure will terminate upon payment, or provision having been made for payment (in a manner consistent with Rule 15c2-12), in full of the principal of and interest on all of the Refunding Bonds.

13.       Finance Officer as Disclosure Official –  The Council designates the Finance Officer, on the Town’s behalf, to deem the supplemented Official Statement to be a “Final Official Statement” within the meaning of Rule 15c2-12. The LGC’s distribution of the supplemented Official Statement will be conclusive evidence that the Town has deemed it final as of its date.  The Council further designates the Finance Officer as the Town officer to be primarily responsible for the Town’s compliance with its undertakings for continuing disclosure provided for in this Resolution.  The Finance Officer will provide for the filings and reports (including the reports of material events) constituting the continuing disclosure provided for in this Resolution.

14.       Resolutions and Covenants As To Tax Matters –  The Town will not take or omit to take any action the taking or omission of which will cause the Refunding Bonds to be “arbitrage bonds,” within the meaning of Section 148 of the United States Internal Revenue Code of 1986, as amended through the closing date of the Refunding Bonds, including applicable Treasury regulations  (the “Code”), or “private activity bonds” within the meaning of Code Section 141, or otherwise cause interest on the Refunding Bonds to be includable in gross income for federal income tax purposes. Without limiting the generality of the foregoing, the Town will comply with any Code provision that may require the Town at any time to pay to the United States any part of the earnings derived from the investment of the proceeds of the Refunding Bonds, and the Town will pay any such required rebate from its general funds.

 

The Town’s officers, agents and representatives are hereby authorized and directed to execute, deliver and file all certificates and documents and to take all such further action as they may consider necessary or desirable in connection with the sale of the Refunding Bonds and payment in full of the Bonds to be Refunded, including without limitation, providing notice of redemption of the Bonds to be Refunded, executing and delivering a certificate setting forth the expected use and investment of the proceeds to be derived from the issuance of the Refunding Bonds (the “Proceeds”) to show that such expected use and investment will not violate the provisions of Section 148 of the Code, making any elections such officers deem desirable regarding any provision requiring rebate of earnings to the United States for purposes of complying with the provisions of the Code applicable to “arbitrage bonds,” providing for the Town to pay any such rebate amount and filing Internal Revenue Service Form 8038-G.

 

The Town covenants that is shall not permit the Proceeds to be used in any manner that would result in (i) 5% or more of the debt service on the Refunding Bonds being directly or indirectly (A) secured by an interest in property, or (B) derived from payments in respect of property or borrowed money, being in either case used in a trade or business carried on by any person other than a governmental unit, as provided in Code Section 141(b), (ii) 5% or more of such Proceeds being used with respect to any “output facility” (other than a facility for the furnishing of water), within the meaning of Code Section 141(b)(4), or (iii) 5% or more of such Proceeds being used directly or indirectly to make or finance loans to any persons other than a governmental unit, as provided in Code Section 141(c); provided, however, that if the Town receives an opinion of nationally-recognized bond counsel that compliance with any such covenant is not required to prevent the interest on the Refunding Bonds from being includable in the gross income for Federal income tax purposes of the owners of the Refunding Bonds under existing law, the Town need not comply with such covenant.

 

            The Council, on behalf of the Town, certifies by this resolution that it does not reasonably anticipate the issuance by it or its subordinate entities of more than $10,000,000 in “qualified tax-exempt obligations” (excluding private activity bonds) during the calendar year 2006 and will not designate (excluding any bonds deemed designated pursuant to the provisions of § 265(b)(3)(D)(ii) of the Code), or permit the designation by any of its subordinate entities of any bonds during the calendar year 2006 which would cause the $10,000,000 limitation of Section 265(b)(3)(D) of the Code to be violated, and hereby designates the Refunding Bonds in the maximum principal amount of $3,200,000 as “qualified tax-exempt obligations” for the purpose of § 265(b)(3) of the Code.

15.       Book-Entry System for Bond Registration –  The Refunding Bonds will be issued by means of a book-entry system, with one bond certificate for each maturity immobilized at The Depository Trust Company, New York, New York (“DTC”), and not available for distribution to the public. The book-entry system for registration and related matters will operate as described in the Official Statement. Therefore, (a) the Town will pay principal, premium, if any, and interest on the Refunding Bonds to DTC or its nominee as registered owner of the Refunding Bonds, (b) the Town will not be responsible or liable for such transfer of payments to parties other than DTC or for maintaining, supervising or reviewing the records maintained by DTC or any other person related to the Refunding Bonds, and (c) the Town will not mail redemption notices (or any other notices related to the Refunding Bonds) to anyone other than DTC or its nominee so long as the book-entry system of registration with DTC is in effect. The Town may elect the to discontinue the book-entry system with DTC.  The Finance Officer is authorized to take all appropriate actions in connection with the deposit of the Refunding Bonds at DTC, including completing and executing a Blanket Issuer Letter of Representations, Letter of Representations or other appropriate documents.

16.       Ratification of Professionals - The Council confirms the selection of Sands Anderson Marks & Miller, a Professional Corporation, to serve as the Town’s bond counsel and the selection of Ferris, Baker Watts to serve as the Town’s Financial Advisor with respect to the Refunding Bonds.

17.       Contract with Bondholders – The provisions of this resolution shall constitute a contract between the Town and holders of the Refunding Bonds for so long as any of the Refunding Bonds and interest thereon are outstanding.

            18.       Investment of Proceeds – The Proceeds shall be held and invested in accordance with the requirements of the Local Government Budget and Fiscal Control Act, Article 3 of Chapter 159, General Statutes of  North Carolina, as amended.

            19.       Miscellaneous Provisions --   The Mayor, Vice-Mayor, Town Manager, the Town Finance Officer and the Town Attorney and their designees are hereby authorized and directed to take such other actions and to execute and deliver such other documents, certificates, undertakings, agreements or other instruments as may be necessary or appropriate to effectuate the issuance of the Refunding Bonds and the refunding of the Bonds to be Refunded.  Such actions include determining on behalf of the Issuer whether or not to proceed with such refunding depending upon the cost savings available on the sale date of the Refunding Bonds and, if a determination is made to proceed with such refunding, giving or causing to be given notices of redemption of such Bonds to be Refunded as required by the resolution providing for their issuance heretofore passed by the Council and such related documents as may be applicable.  All other acts of the Mayor, Vice-Mayor, Town Manager, Town Finance Officer, Town Attorney, Bond Counsel, the Town’s Financial Advisor and other officers, agents and representatives of the Issuer that are in conformity with the purposes and intent of this resolution and in furtherance of the plan of financing, the issuance of sale of the Refunding Bonds are hereby approved and ratified.

            20.       Effective Date.  This resolution shall take effect immediately upon its passage.

 


EXHIBIT A - Form of Bonds

 

REGISTERED                                                          REGISTERED 

 

Number R-X

 

UNITED STATES OF AMERICA

STATE OF NORTH CAROLINA

 

Town of Holly Springs

 

General Obligation Refunding Bond, Series 2006

 

 

INTEREST RATE             MATURITY DATE           DATED DATE

_______ %                        June 1, ____                   _______, 2006               

 

CUSIP:  ___________________

 

REGISTERED OWNER:        *****CEDE & CO.*****

 

PRINCIPAL AMOUNT:            **** _________ THOUSAND DOLLARS

            ($_____,000)***

 

The Town of Holly Springs, North Carolina (the “Town”), for value received, promises to pay to the registered owner hereof, or registered assigns or legal representative, the principal amount stated above on the maturity date stated above, subject to prior redemption as described herein, and to pay interest on this Bond semiannually on each June 1 and December 1, beginning December 1, 2006, at the annual rate stated above. Interest is payable (a) from __________ 1, 2006, if this Bond is authenticated prior to __________ 1, 2006, or (b) otherwise from the __________ 1 or ___________ 1 that is, or immediately precedes, the date on which this Bond is authenticated (unless payment of interest hereon is in default, in which case this Bond will bear interest from the date to which interest has been paid). Principal, premium, if any, and interest are payable in lawful money of the United States of America.  Interest is payable on the basis of a 360-day year consisting of twelve 30-day months.

 

This Bond is one of an issue of the Town’s $____________ General Obligation Refunding Bonds, Series 2006 (the “Bonds”), of like date and tenor, except as to number, denomination, rate of interest, privilege of redemption and maturity. The Bonds are issued pursuant to a resolution adopted by such Council on January 3, 2006 (the “Bond Resolution”), and the Constitution and laws of the State of North Carolina, including the Local Government Bond Act. 

 

The Town’s full faith and credit are pledged for the payment of principal of and interest on this Bond.

 

The Bonds are issued by means of a book-entry system, with one bond certificate for each maturity immobilized at The Depository Trust Company, New York, New York (“DTC”), and not available for distribution to the public.  Transfer of beneficial ownership interests in the Bonds in the principal amount of $5,000 or any integral multiple thereof will be effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants.  Principal, premium, if any, and interest on the Bonds are payable by the Town to DTC or its nominee as registered owner of the Bonds. The Town is not responsible or liable for such transfer of ownership or payments or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants.

 

            The Bonds maturing prior to June 1, 2017 will not be subject to redemption prior to maturity.  The Bonds maturing on June 1, 2017 and thereafter will be redeemable, at the option of the Town, from any moneys that may be made available for such purpose, either in whole or in part on any date not earlier than June 1, 2016, at the prices as follows: a redemption price of 100% of such principal amount, plus interest accrued to the date fixed for redemption.

 

If (a) DTC determines not to continue to act as securities depository for the Bonds or (b) the Town so elects, the Town will discontinue the book-entry system with DTC. If the Town fails to identify another qualified securities depository to replace DTC, the Town will deliver replacement Bonds in the form of fully-registered certificates.

 

The Town Finance Officer has been appointed Registrar for the Bonds.  As Registrar, the Finance Officer will maintain appropriate books and records indicating ownership of the Bonds.  The Town will treat the registered owner of this Bond as the person exclusively entitled to payment of principal, premium, if any, and interest and the exercise of all other rights and powers of the owner, except that interest payments will be made to the person shown as owner on the Town’s registration books on the 15th day of the month preceding each interest payment date.

 

All acts, conditions and things required by the Constitution and laws of the State of North Carolina to happen, exist or be performed precedent to and in the issuance of this Bond have happened, exist and have been performed, and the issue of Bonds of which this Bond is one, together will all other indebtedness of the Town, is within every debt and other limit prescribed by the Constitution and laws of the State of North Carolina.

 

IN WITNESS WHEREOF, the Town of Holly Springs, North Carolina, has caused this Bond to signed by its [Mayor of the Town][Town Manager], to be countersigned by the Clerk to the Town Council, its seal to be affixed hereto and this Bond to be dated _______________, 2003.

 

COUNTERSIGNED:   [Sample only - do not sign] Clerk, Town of Holly Springs, North Carolina     (SEAL)              [Sample only - do not sign] [Mayor of the Town] [Town Manager], Town of Holly Springs, North Carolina  

 

The Bonds have been approved by the North Carolina Local Government Commission in accordance with the Local Government Bond Act.  [Sample only - do not sign] Secretary, Local Government Commission   

CERTIFICATE OF AUTHENTICATION

 

This Bond is one of the Bonds described in the within mentioned Bond Resolution.

 

Registrar – Town of Holly Springs Finance Officer

 

 

[Sample only - do not sign]

_______________________

 

Date of Authentication:  _________ __, 2006

 

ASSIGNMENT

 

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto

 

 

__________________________________________________________________

(Please print or type transferee’s name and address, including zip code)

 

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OR TRANSFEREE:

 

 

the within bond and all rights thereunder, hereby irrevocably constituting and appointing ___________________________, Attorney, to transfer said bond on the books kept for the registration thereof, with full power of substitution in the premises.

 

Dated: _______________________________________

 

 

 

Signature Guaranteed:      _____________________________ NOTICE: Signature(s) must be                 guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company                _____________________________ (Signature of Registered Owner)              NOTICE: The signature above must correspond with the name the registered owner as it appears on the front of this bond in every particular without alteration or enlargement or any change whatsoever.                                                          

 



EXHIBIT B -- Undertaking for Continuing Disclosure

 

The Town undertakes, for the benefit of the beneficial owners of the Refunding Bonds, to provide the following:

 

(a)        by not later than seven months from the end of each of the Town’s fiscal years (commencing with its fiscal year ended June 30, 2005), to each nationally recognized municipal securities information repository (“NRMSIR”), and the state information depository for the State of North Carolina (“SID”), if any, audited Town financial statements for such fiscal year, if available, prepared in accordance with Section 159-34 of the General Statutes of North Carolina, as it may be amended form time to time, or any successor statute, or, if such audited financial statements are not available by seven months from the end of any fiscal year, unaudited Town financial statements for such fiscal year, to be replaced subsequently by audited Town financial statements to be delivered within 15 days after such audited financial statements become available for distribution;

 

(b)        by not later than seven months from the end of each of the Town’s fiscal years (commencing with its fiscal year ended June 30, 2005), to each NRMSIR, and to the SID, if any, (i) the financial and statistical data as of a date not earlier than the end of the preceding fiscal year (which data will be prepared at least annually, will specify the date as to which such information was prepared and will be delivered with any subsequent material events notices specified in subparagraph (c) below) for the type of information included under heading “The Town - Debt Information” and “Tax Information” in the final Official Statement (excluding any information on overlapping or underlying units), and (ii) the combined budget of the Town for the current fiscal year, to the extent such items are not included in the audited financial statements referred to in (a) above;

 

(c)        in a timely manner, to each NRMSIR or to the Municipal Securities Rulemaking Council (“MSRB”), and to the SID, if any, notice of any of the following events with respect to the Refunding Bonds, if material:

(1)        principal and interest payment delinquencies;

(2)        non-payment related defaults;

(3)        unscheduled draws on debt service reserves reflecting financial difficulties;

(4)        unscheduled draws on any credit enhancements reflecting financial difficulties;

(5)        substitution of credit or liquidity providers, or their failure to perform;

(6)        adverse tax opinions or events affecting the tax-exempt status of the Bonds;

(7)        modifications to rights of the beneficial owners of the Bonds;

(8)        Bond calls;

(9)        defeasances;

(10)      release, substitution or sale of any property securing repayment of the Refunding Bonds; and

(11)      rating changes.

 

(d)        in a timely manner, to each NRMSIR or to the MSRB, and to the SID, if any, notice of a failure of the Town to provide required annual financial information described in (a) or (b) above on or before the date specified.

 

If the Town fails to comply with the undertaking described above, any beneficial owner of the Bonds may take action to protect and enforce the rights of all beneficial owners with respect to such undertaking, including an action for specific performance; provided, however, that failure to comply with such undertaking will not be an event of default and will not result in any acceleration of payment of the Refunding Bonds. All actions will be instituted, had and maintained in the manner provided in this paragraph for the benefit of all beneficial owners of the Refunding Bonds.

 

The Town reserves the right to modify from time to time the information to be provided to the extent necessary or appropriate in the Town’s judgment, provided that:

 

(a)        any such modification may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of the Town;

 

      (b)        the information to be provided, as modified, would have complied with the requirements of Rule 15c2-12 as of the date of the final Official Statement, after taking into account any amendments or interpretations of Rule 15c2-12, as well as any changes in circumstances; and

 (c)       any such modification does not materially impair the interests of the beneficial owners, as determined either by parties unaffiliated with the Town or by the approving vote of the registered owners of a majority in principal amount of the Bonds pursuant to the terms of the bond resolution, as it may be amended from time to time, at the time of the amendment.

 


Any annual financial information containing modified operating data or financial information will explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. 

           

*       *       *      *      *

            I, Joni Powell, Clerk to the Town Council for the Town of Holly Springs, North Carolina, DO HEREBY CERTIFY that the foregoing has been carefully copied from the actually recorded minutes of said Council at a regular meeting held on January 3, 2006, the record having been made in Minute Book 26 of the minutes of said Council, at page dated January 3, 2006, and is a true copy of so much of said minutes as they relate in any way to the holding of a public hearing upon an order authorizing up to $3,200,000 General Obligation Refunding Bonds of said Town, the adoption of said order and passage of a resolution providing for the issuance of up to $3,200,000 General Obligation Refunding Bonds, Series 2006 of said Town.

            I DO HEREBY FURTHER CERTIFY that a schedule of regular meetings of said Council, stating that regular meetings of said Council are held in the Town of Holly Springs in the Town Council Chambers of the Holly Springs Town Hall, 128 South Main Street, Holly Springs, North Carolina 27540 on the first and third Tuesday of each month at 7:00 p.m., has been on file in my office as of a date not less than seven days before the date of said meeting in accordance with by G.S. § 143-318.12.

            WITNESS my hand and the corporate seal of said Town, this 3rd day of January, 2006.

 

 

                                                                        ___________________________________

                                                                        Joni Powell, Clerk to the Town Council,

Holly Springs, N.C.

 

6.  Consent Agenda:  All items on the Consent Agenda were approved following a motion by Councilman Womble, a second by Councilman VanFossen and a unanimous vote.  The following actions were affected:

     6a.  Fire Station Furniture – The Council authorized the purchase of furniture for the new fire station.

6b.  Resolution 06-02 – The Council adopted Resolution 06-02 directing the Town Clerk to investigate the sufficiency of Annexation Petition A06-01 filed by Thomas and Utley Heirs for the annexation of 54.669 acres and fixing the date of a public hearing on the question of annexation for January 17, 2006.  A copy of Resolution 06-02 is incorporated into these minutes as an addendum page.

6c.  Resolution 06-03 – The Council adopted Resolution 06-03 directing the Town Clerk to investigate the sufficiency of Annexation Petition A06-02 filed by Holly Homes, LLC, for the annexation of 7.33 acres and fixing the date of a public hearing on the question of annexation for January 17, 2006.  A copy of Resolution 06-03 is incorporated into these minutes as an addendum page.

 

7.  Public Comment: At this time, an opportunity was provided for members of the audience who had registered to speak to address the Council on any variety of topics not listed on the night’s agenda.  The following citizens were heard: 

            Otis G. Byrd of the First Baptist Church of Holly Springs – Rev. Byrd invited Town Council to the Martin Luther King Jr. Celebration on January 15 at the First Baptist Church of Holly Springs.  He said the committee has been receiving donations from local businesses and asked the Town to assist by doing a mass mailing or advertising or placing the invitation on the Town’s website.  Councilman Dickson suggested that the Martin Luther King, Jr. Celebration committee write an article and submit it to the Holly Springs Sun, being that this is not a Town-sponsored event.

 

8. Other Business:  Councilman Womble suggested that staff and council members brainstorm the idea of having a New Year’s celebration next year.  Councilman Atwell said that could be a topic for discussion at the Town Council retreat.  He also suggested that retreat topics include gateway sign design and possible amendments to the Town’s animal control ordinance to prohibit animals’ being tied to trees, car bumpers and concrete blocks.

Councilman Womble also commented that the Christmas lights from Hickory Street to Maple Street were never repaired. 

            Councilman Atwell and Mayor Sears thanked Thomas Tillage of water quality for his department’s work on the water situation at Holly Glen over the holidays. 

            Mr. Tillage said that Town staff and Michael Douglas of the Department of Water Quality were working to identify the problem area and that they should know the location of the problem by Friday, January 6.  Mr. Tillage said the levels of contaminants were never at dangerous levels.

 

9.  Manager’s Report:   None.

 

10. Closed Session:  The Council approved a motion to enter into Closed Session, pursuant to 143-318.11(a),(4) to discuss with the town attorney under the attorney-client privilege specifics in the matter of an economic incentive opportunity with a new business.

Motion By:  VanFossen

Second By:  Womble

Vote: Unanimous

 

General Account of Closed Session – January 3, 2006

In Closed Session, the manager updated the Council members on the status of a new business.  No action was taken by the Town Council.

 

-- End General Account

Action:  The Council approved a motion to return to Open Session.

            Motion By:  Atwell

            Second By:  VanFossen

            Vote:  Unanimous.

 

11.  Adjournment:  There being no further business for the evening, the Jan. 3, 2006, meeting of the Holly Springs Town Council was adjourned following a motion by Councilman VanFossen, a second by Councilman Atwell and a unanimous vote.

 

Respectfully Submitted on Tuesday, Feb. 7, 2006.

                       

 

 

 

 _________________________________

Linda R. Harper, CMC, Deputy Town Clerk

Addendum pages as referenced in these minutes follow and are a part of the official record