ATTACHMENT 2
Form of Bonds
REGISTERED REGISTERED
Number R-X
UNITED STATES OF AMERICA
STATE OF NORTH CAROLINA
TOWN OF CHAPEL HILL
General Obligation Public Improvement Bond, Series 2004
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INTEREST RATE |
MATURITY DATE |
DATED DATE |
CUSIP |
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_______ % |
April 1, ____ |
October 1, 2004 |
XXX XXX XXX |
REGISTERED OWNER: *****CEDE & CO.*****
PRINCIPAL AMOUNT: **** _________ THOUSAND DOLLARS
($_____,000)***
THE TOWN OF CHAPEL HILL, 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 April 1 and October 1, beginning April 1, 2005, at the annual rate stated above. Interest is payable (a) from October 1, 2004, if this Bond is authenticated prior to April 1, 2005, or (b) otherwise from the April 1 or October 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.
This Bond is one of an issue of the Town's $4,000,000 General Obligation Public Improvement Bonds, Series 2004 (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 the Town Council on September 27, 2004, 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. The Town will pay principal, premium, if any, and interest on the Bonds only 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.
[Bonds maturing prior to April 1, 2015, are not subject to redemption prior to maturity. Bonds maturing on April 1, 2015, and thereafter are redeemable, at the Town's option, from any moneys that may be made available for such purpose, in whole or in part on any date not earlier than April 1, 2014, at a redemption price of 100% of the principal amount to be redeemed, plus interest accrued to the date fixed for redemption.]
If less than all of the Bonds stated to mature on different dates are called for redemption, the Town will select the Bonds to be redeemed in its discretion. If less than all of the Bonds of any one maturity are called for redemption, the particular Bonds or portions of Bonds of such maturity to be redeemed will be selected by lot in such manner as the Town in its discretion may determine; provided, however, that the portion of each Bond to be redeemed will be in the principal amount of $5,000 or some integral multiple thereof, and that, in selecting Bonds for redemption, each Bond will be considered as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by $5,000. Notwithstanding the foregoing, so long as a book-entry system with DTC is used for determining beneficial ownership of Bonds, if less than all of the Bonds within a maturity are to be redeemed, DTC and its participants will determine which of the Bonds within any such maturity are to be redeemed. If a portion of a Bond is called for redemption, a new Bond in principal amount equal to the unredeemed portion thereof will be issued to the registered owner upon the surrender thereof.
The Town will give notice of redemption by certified or registered mail to DTC or its nominee as the registered owner of the Bonds. The Town will mail such notice not more than 60 days and not less than 30 days prior to the date fixed for redemption. The Town is not responsible for sending notices of redemption to anyone other than DTC or its nominee.
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 Director has been appointed Registrar for the Bonds. As Registrar, the Finance Director 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 Chapel Hill, North Carolina, has caused this Bond to signed by its Mayor, to be countersigned by the Town Clerk, its seal to be affixed hereto and this Bond to be dated October 1, 2004.
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COUNTERSIGNED: |
(SEAL) |
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[Sample only - do not sign] Town Clerk Town of Chapel Hill, North Carolina |
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[Sample only - do not sign] Mayor Town of Chapel Hill, 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]
Janice T. Burke
Secretary, Local Government Commission
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: _______________________________________
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Signature Guaranteed: _____________________________ NOTICE: Signature(s) must be guaranteed by a participant in the Securities Transfer Agent Medallion Program (“STAMP”) or similar program |
_____________________________ (Signature of Registered Owner) NOTICE: The signature above must correspond with the name of 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 Bonds, to provide the following:
(a) by not later than seven months from the end of each of the Town’s fiscal years, 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 from 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, 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 Board ("MSRB"), and to the SID, if any, notice of any of the following events with respect to the 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 Bonds; and
(11) rating changes; and
(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 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 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.