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HomeMy WebLinkAboutORD 1978-354 1976-1980BILL NO. 390 (AMENDED) COUNTY OF HAWAII - STATE OF HAWAII ORDINANCE NO. 3J4 ADl ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS OF THE COUNTY OF HAWAII FOR THE PURPOSE OF REFUND- ING CERTAIN OUTSTANDING BONDED INDEBTEDNESS OF SAID COUNTY; FIXING THE FORb1, DENOMINA- TION AND CERTAIN OTHER FEATiJRES OF SUCH BONDS; PROVIDING FOR THE PAYMENT OF SAID BONDS; PROVIDING FOR THE RETIREMENT OF THE BONDS BEING REFCINDED; AND PROVIDING FOR THE SALE OF SAID BONDS. BE IT ORDAINED BY THE COUNCIL OE THE. COUNTY OF HAWAII: SECTION 1. 7'he Council of the County of Hawaii hereby finds and deterrtiines: (1) that the Council is successor to the Board of Supervisors of the County of Ilawaii; (2) pursuant to Resolution No. 480 adopted by the Board of Supervisors of the County of Hawaii on September 20, 1949, there have heretofore been issued $300,000 principal amount of Water System Bonds, 1949 Issue dated November 15, 1949 (the "1949 Bonds"), of which there were outstanding an '~7ay 1, 1978, $12,000, and all of which outstanding Bonds, pursuant to their terms, mature nn November 15, 197E; (3) pursuant t~~ Resolution Ilo. 440 adopted by the Board of Supervisors ref the County of Hawaii on June 4, 1958, there have heretofore been issued $900,000 principal amount of Public Improve~oent Bonds of the County of Hawaii dated as of August 1, 1958 (the "1958 Bonds"), of which there were outstanding on May 1, 1978, $50,000, and all of which outstanding bonds, pursuant tc thei.r terns, mature on August 1, t978; (4) pur- suant to Resolution No. 538 adopted by the Board of Supervisors of the County :~i Hawaii- on September 7, 1960, there have heretofore been issued $2,500,000 principal amount of Public Improvement Bonds, 1960, of the County of Hawaii dated as of November 1, 1960 (the "1960 Bonds"), of which there were out- standing on May 1, 1978, $625,000, and which outstanding bonds, pursuant to their terms, mature serially $125,000 bonds on November 1 in each of the years 1978 to 1982, inclusive; (5) pursuant to Resolution No. 139 adopted by the Board of Supervisors of the County of Hawaii on May 24, 1963, there have heretofore been issued $1,450,000 principal amount of Public Improvement Bonds, Series A, of the County of Hawaii dated as of July 1, 1963 (the "1963A Bonds"), of which there were outstanding on May 1, 1978, $490,000, and which outstanding bonds, pursuant to their terms, mature serially $80,000 bonds on July 1 in each of the years 1978 to 1981, inclusive, and $85,000 bonds on July 1 in each of the years 1982 and 1983; (6) pursuant to Resolution No. 209 adopted by the Board of Supervisors of the County of Hawaii on August 7, 1963, there have heretofore been issued $1,350,000 principal amount of Public Improvement Bonds, Series B, of the County of Hawaii dated as of September 1, 1963 (the "1963B Bonds"), of which there were outstanding on May 1, 1978, $450,000, and which outstanding bonds, pursuant to their terms, mature serially $75,000 bonds on September 1 in each of the years 1978 to 1983, inclusive; (7) pursuant to Ordinance No. 342 enacted by the Council of the County of Hawaii on October 1, 1970, there have heretofore been issued $10,000,000 principal amount of Public Improvement Bonds, Series 1970, of the County of Hawaii dated as of November 1, 1970 (the "1970 Bonds"), of which there were outstanding on May 1, 1978, $7,215,000, and which outstanding bonds, pursuant to their terms, mature serially $555,000 bonds on November 1 in each of the years 1978 to 1990, inclusive; (8) pursuant to Ordinance P]o. 465 enacted by the Council of the County of - 2 - Hawaii on April 19, 1972, there have heretofore been issued $10,000,000 principal amount of Public Improvement Bonds, Series 1972, of the County of Hawaii dated as of June 1, 1972 (the "1972 Bonds"), of which there were outstanding on May 1, 1978, $8,325,000, and which outstanding bonds, pursuant to their terms, mature serially $555,000 bonds on June 1 in each of the years 1978 to 1992, inclusive; (9) pursuant to Ordinance No. 6 enacted by the Council of the County of Hawaii on November 20, 1973, there have heretofore been issued $5,000,000 principal amount of Puhlic Improvement Bonds, 1974 Series A, of the County of Hawaii dated as of February 1, 1974 (the "1974A Bonds"), of which there were outstanding on May 1, 1978, $4,440,000, and which outstanding bonds, pursuant to their terms, mature serially $280,000 on February 1 in each of the years 1979 to 1986, inclusive, and $275,000 bonds on February 1 in each of the years 1987 to 1994, inclusive; (10) pur- scant to Ordinance No. 51 enacted by the Council of the County of Hawaii on August 21, 1974, and Resolution No. 292 adopted by the Council of the County of Hawaii on October 23, 1974, there have heretofore been issued $5,000,000 principal amount of Public Improvement Bonds, 1974 Series B, of the County of Hawaii dated as of November 1, 1974 (the "1974B Bonds"), of which there were outstanding on May 1, 1978, $4,720,000, and which outstanding bonds, pur- suant to their terms, mature serially $280,000 bonds on November 1 in each of the years 197E to 1986, inclusive, and $275,000 bonds on November 1 in each of the years 1987 to 1994, inclusive; (11) pursuant to Ordinance No. 139 enacted by the Council of the County of Hawaii on August 20, 1975, and Resolution No. 569 adopted by the Council of the County of Hawaii on May 7, 1976, there have heretofore been issued $7,000,000 principal amount of Public Improvement Bonds, - 3 - 1976 Series A, of the County of Hawaii dated as of May 1, 1976 (the "1976A Bonds"), all of which $7,000,000 were outstanding on May 1, 1978, and which outstanding bonds, pursuant to their terms, mature serially $385,000 bonds on May 1 in each of the years 1979 to 1982, inclusive, and. $390,000 bonds on May in each of the years 1983 to 1996, inclusive; (12) pursuant to Ordinance No. 271 enacted by the Council of the County of Hawaii on Play 4, 1977, there have heretofore been issued $5,000,000 principal amount of Public Improvement Bonds, 1977 Series B, of the County of Hawai-i dated as of August 1, 1977 (the "1977B Bonds"), all of which $5,000,000 were outstanding on May 1, 1978, and which outstanding bonds, pursuant to their terms, mature serially $280,000 bonds on August 1 in each of the years 1980 to 1989, inclusive, and $275,000 bonds on August 1 in each of the years 1990 to 1997, inclusive; (13) it is advisable, expedient and in the best i:~terest of the County of Hawaii to authorize the issuance and sale of general obligation refunding bonds for the purpose of refunding the aforesaid 1949 Bonds, 1958 Bonds, 1960 Bonds, 1963A Bonds, 1963B Bonds, 1970 Bonds, 1972 Bonds, 1974A Bonds, 1974B Bonds, 1976A Bonds and 1977B Bonds (collectively the "Outstanding Bonds"), in advance of the maturity thereof in order to restructure the outstanding bonded indebtedness of the County of Hawaii represented by the Outstanding Bonds so as to provide that such bonded indebtedness shall mature in substantially equal installments of both principal and interest; and (14) pursuant to Resolution No. 252 adopted by the Council of Hawaii on April 1, 1978, this Council has heretofore approved the sale of the bonds hereinafter authorized. SECTION 2. Pursuant to chapter 47, Hawaii Revised Statutes, as amended, and particularly parts I and IV thereof, - 4 - for the purpose of refunding the outstanding bonded indebtedness referred to in Section 1 of this ordinance, there is hereby authorized for issuance and sale general obligation refunding bonds of the County of Hawaii in the principal amount of thirty-seven. million four hundred seventy-five thousand dollars ($37,475,000). The bonds authorized in this section shall be issued and sold as a single issue and shall be designated "Public Improvement Refunding Bonds, 1978 Series (the "Refund- ing Bonds"). The Refunding Bonds may be issued initially in the form of fully registered Refunding Bonds. In such event there shall be issued one fully registered Refunding Bond for each serial maturity of the Refunding Bonds as hereinafter set forth in this section. Such fully registered Refunding Bonds shall be dated as of May 15, 1978; shall be numbered R-1 to R-25, both inclusive; shall be of the denomina- tion of the serial maturity which each such fully registered Refunding Bond represents; and shall be exchangeable, without charge to the holder thereof, for Refunding Bonds in bearer form with coupons for interest attached thereto as hereinafter provided. The Refunding Bonds in bearer form with coupons for interest attached thereto shall he dated as of May 15, 1978; shall be of the denomination of $5,000 each; and shall be numbered from 1 upward in order of maturity. The Refunding Bonds (whether in bearer form with coupons for interest attached or in fully registered form) shall mature serially in numerical order on May 15 in each of the years and in the principal amounts set forth below, with the Refunding Bonds maturing in a particular year bearing interest payable November 15, 1978, and semi-annually each May 15 and November 15 thereafter at the rate per annum set opposite such year, as follows: - 5 - Principal Principal Year of Amount fate of Year of Amount Rate of Maturity Maturing Interest Maturity Maturinq Interest ]983 $ 705,000 5.00 1995 $1,350,000 6.158 1984 740,000 5.10 1996 1,435,000 6.20 1985 780,000 5.20 1997 1,520,000 6.25 1986 820,000 5.30 1998 1,620,000 6.30 1987 865,000 5.40 1999 1,720,000 6.30 1988 910,000 5.50 2000 1,830,000 6.35 1989 960,000 5.60 2001 1,945,000 6.35 1990 1,015,000 5.70 2002 2,070,000 6.40 1991 1,070,000 5.80 2003 2,200,000 6.40 1992 1,135,000 5.90 2004 2,340,000 6.45 1993 1,200,000 6.00 2005 2,490,000 6.45 1994 1,27~i,000 6.1.0 2006 2,655,000 6.50 2007 2,825,000 6.50 Both principal of and interest and premium, if any, on the Refunding Bonds shall be payable at ttie office of the Director of Finance of the County of Ilawaii, in Hilo, Hawaii, or, at the option of the holder of said Bonds and the coupons pertaining thereto, at the principal office of Manufacturers Hanover Trust Company, in New York, New York, or at the prin- cipal office of First Hawaiian Bank, in Honolulu, Hawaii, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. The Refunding Bonds maturing May 15, 1989 and there- after, shall be subject to redemption at the option of the County of Ilawaii prior to their stated maturity, on and after May 15, 1988, in whole at any time, and in part from time to time on any interest payment date in inverse order of maturities and by lot within a maturity, at the principal amount thereof, together with the interest accrued on such principal amount to the date fixed for the redemption, and the following redemption. premiums: 3~ if redeemed during the period May 15, 1988 to May 14, 1989, both inclusive; 2-1/2~ if redeemed during the period May 15, 1989 to May 14, 1990, both inclusive; 2~ if redeemed during the period May 15, 1990 to May 14, 1991, both inclusive; 1-:L/2~ if redeemed during the period - 6 - May 15, 1991 to May 14, 1992, both inclusive; 1~ if redeemed during the period May 15, 1992 to May 14, 1993, both inclusive; 1/2~ if redeemed during the period May 15, 1993 to May 14, 1994, both inclusive; and no premium if redeemed May 15, 1994 or thereafter. Except ~~s provided in the form of fully registered Refunding Bond hereinafter set forth, notice of redemption of the Refunding Bonds to be redeemed, stating the designation, date, numb«~rs and maturities of the Refunding Bonds to be redeemed, t}le date fixed for the redemption thereof and the premium payable upon such redemption, and that from and after such redemption date interest thereon shall cease to accrue and become payable, shall be given by the publication of such notice in The Daily Bond Buyer, a financial paper published in the City of New York, New York, or in lieu of such publication in The Daily Bond Buyer, such notice of such redemption may be given by publication thereof in any other financial paper published in any of the cities of New York, New York, Chicago, Illinois, and San Francisco, California, the date of such publication in any event to be at least thirty days prior to the date fixed for the redemption of the Refund- ing Bonds to which such notice pertains. If on or before the redemption date moneys in the full amount required for the payment of the principal of the Refunding Bonds to be redeemed and the applicable redemption premium and the interest accrued to the redemption date on the principal amount to be redeemed shall have been set aside with the Director of Finance of the County of Hawaii or with the paying agent for said Bonds solely for the purposes of such redemption and payment, interest on the Refunding Bonds so called for redemption shall cease to accrue from and after the date fixed for the redemption thereof. - 7 - SECTION 3. The Refunding Bonds shall be signed by the Director of Finance or a Deputy Director of Finance and shall bear the l-ithographed or engrav~_d facsimile signature of the Mayor of the County of Hawaii and shall be sealed with the seal or a lithographed or engraved facsimile seal of the County of Hawaii. The interest coupons pertaining to the Refunding Bonds in bearer form with coupons attached thereto shall bear the lithographed or engraved facsimile of the signature of the Director of Finance. The Refunding Bonds shall be designated and the form of the Refunding Bonds in bearer form with coupons attached thereto and the coupons attached thereto shall be, substantially as follows with such appropriate insertions, variations, and omissions as are required with respect to each Refunding Bond: UNITF..D STATES OF AMERICA STATE OF HA44AII COUNTY OF HAWAII PUBLIC IMPROVEMENT REFUNDING BOND, 1978 SERIES No. $5,000 The County of Hawaii, State of Hawaii, for value received, hereby promises to pay to bearer on the fifteenth day of May, (unless this bond shall be subject to prior redemp- tion and shall have theretofore been called for previous redemption and payment of the redemption price duly made or provided for) the principal sum of Five Thousand Dollars ($5,000) upon presentation and surrender of this bond, and to pay interest on said principal sum from the date hereof until payment of said F~rincipal sum in full at the rate o£ per centum ( ~) per annum, payable semi- annually on the fifteenth day of May and the fifteenth day of - 8 - November in each year, such interest to the maturity hereof being payable only upon presentation and surrender of the interest coupons herei:o attached as they severally become due. Both the principal of and interest on this bond are payable at the office of the Director of Finance of the County of Hawaii, in 13i1o, Hawaii, or, at the option of the holder, at the principal office of Manufacturers Hanover Trust Company, in the City of New York, New York, or at the principal office of First Hawaiian Bank, in Honolu u, Hawaii, in any currency of the United States of America which at the time of payment is legal tender for public and private debts. This bond is one of a series designated "Public Improvement Refunding Bonds, 1978 Series" of like date, denomination and tenor, except as to number, interest rate and maturity. The bonds of the series of which this bond is one maturing P4ay 15, 1.989, and thereafter are subject to redemption at the option of the County of Hawaii prior to the respective stated maturities thereof, on and after May 15, 1988, in whole at any time, and in part from time i,o time on any interest payment date in inverse order of maturities, at the principal amount thereof, the interest accrued i:hereon to the date fixed for redemption and the following redemption. premiums expressed as a percentage of the principal amount redeemed: 3~ if redeemed during the period May 15, 1988 to May 14, 1989, both inclusive; 2-1/2~ if redeemed during the period May 15, 1989 to May 14, 1990, both inclusive; 2~ if redeemed during the period May 15, 1990 to May 14, 1991, both inclusive; 1-1/2~ if redeemed during the period May 15, 1991 to May 14, 1992, both inclusive; 1~ if redeemed during the period May 15, 1992 to May 14, 1993, both inclusive; 1./2~ if redeemed during the period May 15, 1993 to May 14, - 9 - 1994, both inclusive; and no premium if redeemed on or after May 15, 1994. If less than all the bonds of any maturity are called for redemption., the bonds of such maturity to be redeemed shall be self~cted by lot. In the event= this bond is redeemable, as aforesaid, and shall be called for redemption, notice of the redemption hereof stating the dee;ignation, date, number and maturity of this bond, the data fixed for such redemption and the premium payable upon such redemption, shall be given by publica- tion of such notice irZ The Daily Bond Buyer, a financial paper published in the City of New York, New York, or in lieu of such publication in Tlie Daily Bond Buyer, by publication thereof in some other financial paper published in either of the cities of New York, New York, or San Francisco, California, the date of such publication in any case to be at least thirty days prior to the date fixed for the redemption hereof. If this bond be redeemable and shall have been duly called for redemption and notice of the redemption. hereof published as aforesaid, and if ~~n or before the date fixed for such redemption payment he.r_eof shall be duly made or provided for, interest hereon :hall cease from and after the redemp- tion date hereof and the coupons representing such interest shall be void. This bond is one of a series of bonds authorized by the Council of the County of Hawaii to be issued to provide funds for refunding c~srtain bonded indebtedness of said County. This bond an~i the series of which it is a part are issued under arrd pursuant to and in full compliance with the Constitution and stat~.rtes of the State of Hawaii, including Part I and Part IV of Chapter 47, Hawaii Revised Statutes, as amended, the Charter of the County of Hawaii, and proceed- ings of the aforesaid Council duly taken thereunder. This - 10 - bond is a general obligation. of the County of Hawaii, the interest and principal payments of which shall be a first charge on the general fund of said County. The full faith and credit of the Couni:.y of Hawaii are irrevocably pledged to the punctual payment: of the principal of and interest on this bond according to its terms. Pursuant to t:he ordinance authorizing the issuance of the bonds of the se r.ies of which this bond is one, there has been created a special trust fund of the County designated the 1978 Sinking Fund :into which the County shall make certain payments and shall invest moneys on deposit therein all as more fully set forth in said ordinance. The moneys and securities held in said 1978 Sink:i.ng Fund shall be applied at the times and in the amounts designated in the aforesaid ordinance to the retirement of bonds of the series of which this bond is one. Neither the holder of this bond nor the holder of any bond of the series of which this bond is one shall be entitled to or may require the application of the moneys and securities on deposit in said 1978 Stinking Fund to the retirement or redemp- tion of his bond except at the times and in the amounts designated in the aforesaid ordinance authorizing said bonds. It is hereby certified, recited and declared that all conditions, acts and things essential to the validity of this bond and the series of which it forms a part exist, have happened and have been done; that every requirement of law affecting the issuance thereof has been duly complied with; and that the amount of this bond and the series of which it forms a part, together with all other indebtedness of the County of Hawaii is not in excess of any statutory or constitutional limitation of indebtedness. IN WI'CNESS WHEREOF, the County of Hawaii has caused this bond to be signed by its Director of Finance or a Deputy Director of Finance, to bear the lithographed or engraved - 11 - facsimile signature of its Mayor and to be sealed with a lithographed or engraved facsimile of its seal, the interest coupons hereto attached to bear the lithographed or engraved facsimile of the signature of its Director of Finance and this bond to be dated as of the fifteenth day of May, 1978. Director of Finance or Deputy Director of Finance of the County of Hawaii Mayor of the County of Hawaii (FORM OF COUPON) No. On 19 __ unless the bond hereinafter mentioned shall be subject to prior redemption and shall have theretofore been duly called for previous redemption and pay- ment of the redemption price duly made or provided for, the County of Hawaii, State of Hawaii, will pay to bearer at the office of the Director of Finance of the County of Hawaii, in Hilo, Hawaii, or, at the option of the holder, at the principal office of Manufacturers Hanover Trust Company, in the City of New York, New York, or at the principal office of First Hawaiian Bank, in Honolulu, Hawaii, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, the sum shown hereon, being interest then due on its Public Improvement Refunding Bond, 1978 Series, dated as of May 15, 1978. No. . Director of Finance -- 12 - The Director of Finance may authorize the printing of CUSIP identification numbers upon the filing panel of the Refunding Bonds. Such numbers and the printing thereof shall be subject in all respects to the provisions of Section 47-8.5, Hawaii Revised Statutes, as amended. SECTION 4. The fully registered Refunding Bonds, if any, initially issued shall be substantially in the form of the aforesaid bearer Refunding Bonds with coupons attached as set forth in Section 3 here~~f (except no coupons shall be attached) with the following variations and omissions from and insertion in said form as set forth in said Section 3: (1) The first paragraph of the form of Fully registered Refunding Bond shall be changed from the form of the first paragraph of the bearer Refunding Bond set forth in Section 3 hereof so ,ts to read: "The County of Hawaii, State of Hawaii, for value received, hereby promises to pay to or registered assigns, on the fifteenth day of May, unles:> this bond shall be subject to prior redemption and shall have theretofore been called for previou:~ redemption and payment of the redemption price duly made or provided for, the principal sum of upon presentation and surrender of this bond, and to pay interest on such principal sum from the date hereof until payment of said principal sum in full. at the rate of_ percentum ( B) per annum, payable on the fifteenth day of May and the fifteenth day of November in each year. This bond as to principal, interest and redemption price will be payable in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, at the office of the Director of Finance of the County of Hawaii, in Hilo, Hawaii, by check or. draft mailed to the registered owner hereof at his address as it appears on the books of registry kept pursuant to the ordinance authorizing the bonds of the series of which this bond is one." (2) The thir~9 paragraph of the form of fully registered. Refunding Bond shall be changed from the third paragraph of the form of the bearer Refunding Bond set forth in Section 3 hereof so as to read: - 13 - "In the event this bond shall be subject to prior redemption as aforesaid and is called for such redemption, notice of redemption shall be mailed, at least once not less than thirty days prior to the date fixed for the redemption thereof, to the registered holder of this bond at his address as shown on the books of registry. If this bond be of a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any multiple thereof may be redE=_emed, and if less than all of the principal sum hereof is to be redeemed, in such case upon the surrender of this bond there shall be issued to the registered owner hereof, without charge therefor, for the then unredeemed balance of the principal sum hereof, fully registered bonds of like series, maturity and interest rate in the denomination equal to the unredeemed portion. If this bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption duly given, and if on or before the date fixed fo.r such redemption payment of the principal amount hereof to be redeemed and the applicable redemption premium and the interest accrued on such principal amount to the redemption date shall be duly made or provided for, interest on the principal amount to be redeemed shall cease to ac<:rue frc:~m and after the redemption date." (3) There shall be inserted in the form of the fully registered Refund-ing Bond a new paragraph immediately after the third paragraph of the form of the bearer Bond with coupons attached set forth in Section 3 hereof which new paragraph shall read: "The bonds of the series of bonds of which this bond is one are issuable as coupon bonds, in the denomination of $5,000. Subject to the limitations provided in the ordinance authorizing the series of which this bond is one this bond may be exchanged at the principal office of Manufacturers Hanover Trust Company, New York, New York, for a like aggregate principal amount of coupon bonds without the privilege of rf~gistration, of the same series, interest rate and maturity bearing all unmatured coupons." (4) The fully registered Refunding Bond shall have an endorsement thereon :i.n substantially the following form: "NOTICE: No writing below except by the Registrar. "This registered bond is issued in lieu of coupon bond(s) of this series, interest rate and maturity, numbered , in the denomination of $5,000 each, aggregating the face value hereof and not contemporaneously outstanding; and coupon bond(s) of the same series, interest rate and maturity aggregating the face value - 14 - hereof and bearing the above serial number(s) has (have) been reserved and will be issued in exchange for and upon surrender of this registered bond all as provided in the within. bond." (5) The fully registered Refunding Bond shall have provision for the <sssignment of such Refunding Bond which assignment shall be in substantially the following form: "For value received hereby sells, assigns and transfers unto the within-mentioned bond and hereby irrevocably constitutes and appoints attorney in fact, to transfer the same on the books of registry with full power of substitution in the premises. Dated: "NOTE: The signature to this assignment must correspond with the name as written on the face of the within bond in every particular, without altera- tion or enlargement or any change whatsoever." SECTION 5. The Director of Finance will keep or cause to be kept at his office sufficient books for the registration of the Refunding Bonds initially issued. SECTION 6. The fully registered Refunding Bonds, if any, initially issued may be exchanged at the principal office of Manufacturers Hanover Trust Company, in New York, New York, for a like aggregate principal amount of coupon bonds without privilege of registration, of the same series, interest rate and maturity. Such exchange shall be without cost to the holder of said fully registered Refunding Bond. SECTION 7. The full faith and credit of the County of Hawaii shall be and hereby is pledged to the payment of the principal of and interest on the Refunding Bonds. For the payment of the principal of and interest on the Refunding Bond there shall be levied ad valorem taxes without limitation as to rate or amount o~i all the real property subject to taxation. by the County of Hawaii. - 15 - In order to provide for the payment, in whole or in part, of the Refunding Bonds, there is hereby created a special trust fund of the County of Hawaii to be known as the "1978 Sinking Fund" (the "1978 Sinking Fund") to be held by the Director of Finance of the County of Hawaii separate and apart fron all other funds of said County. The Honeys transferred to the 1978 Sinking Fund shall forthwith be applied to the purchase of direct obligations of the United States of America (the "Government Obligations") or bank repurchase agreements secured by Government Obligations ("Repurchase Agreements"). On the day of delivery of and payment for the Refunding Bonds, the Director of Finance of the County of Hawaii shall transfer $758,685 of the moneys t11en held by him for the purpose of paying principal of and interest on the Outstanding Bonds into the 1978 Sinking Fund and shall retain the balance of such moneys for the payment of the interest on the Refunding Bonds due on November 15, 1.978. The moneys so transferred to the 1978 Sinking Fund may be invested in Government Obligations maturing not later than August 15, 1978. On or before each date set forth in the table below, the County of Hawaii shall cause to be deposited in the 1978 Sinking Fund such amount of money as shall, together with the investment income, if any, then on deposit in the 1978 Sinking Fund, equal the amount set forth opposite such date in the table below: Date of_ Deposit August 15, 1978 August 15, 1979 August 15, 1980 November 15, 1980 November 15, 1981 August 15, 1982 Auqust 15, 1983 August 15, 1984 November 15, 1985 November 15, 1986 November 15, 1987 November 15, 1988 Amount of Deposit $ 684,734 1,310,109 160,891 1,414,372 1,493,222 1,008,000 1,027,200 844,800 797,900 727,200 555,500 404,000 - 16 - Income derived from the investment of moneys deposited in the 1978 Sinking Fund after November 15, 1988, shall be transferred to the general fund of the County of Hawaii and applied for the same purposes as other amounts in that fund, including payment of debt service on outstanding general obliga- tion bonds of the County. Income derived from such. invest- ments prior thereto shall be retained in the 1978 Sinking Fund and reinvested in Government Obligations or Repurchase Agreements; provided that if in any period commencing on the day after. any date set forth in the table above and ending on the immediately succeeding date set forth therein, income derived from the investment of moneys deposited in the 1978 Sinking Fund exceeds the amount to be deposited in the 1978 Sinking Fund on such immediately succeeding date, the amount of such excess shall be transferred to the general fund of the County of Hawaii and applied as aforesaid. Prior to May 15, 1999, the maturing principal of any Government Obligations or Repurchase Agreements in the 1978 Sinking Fund shall be retained in that Fund and re- invested in other Government Obligations or Repurchase Agree- ments; on or after May 15, 1999, such maturing principal may be applied to the payment of the principal of and interest on the Refunding Bonds to the extent necessary and desirable and the balance reinvested to the extent practicable in other Government Obligations or Repurchase Agreements maturing orr or before the next principal maturity of the Refunding Bonds. After all the Refunding Bonds have been retired or irrevocable provision has been made for the payment of the principal of and interest and redemption premium, if any, on all Refund- ing Bonds, no further deposits shall thereafter be made or required and any moneys arrd securities then on deposit in the 1978 Sinking Fund shall be transferred. to the general fund of the County of Hawaii and applied as are other moneys in such fund. - 17 - No holder of any Refunding Bond shall be entitled to or may require the +:~pplication of the moneys and securities on deposit in the 1978 Sinking Fund. to the retirement or redemption of his Refunding Bond except at the times and in the amounts provided i?~ this ordinance. SECTION 8. From the proceeds of the Refunding Bonds there shall be deposited as follows: (1) an amount, if any, equal to the interest accrued on the Refunding Bonds from the date thereof to the date of delivery thereof and payment therefor shall be deposited with the Director of Finance to be applied to the payment of the interest nn the Refunding Bonds due on November 15, 1978; (2) $36,579,511.51 shall be deposited under the Refunding Trust Agreement, hereinafter referred to, which deposit shall be, and is hereby made, irrevocable; (3) the bal,snce of such proceeds shall be deposited with the Director of Finance, to be used to pay expenses incurred in connection with the issuance of the Refund- ing Bonds and the refunding of the Outstanding Bonds. As provided :in the Refunding Trust Agreement $35,732,500 of the proceeds of the Refunding Bonds deposited under the Refunding Trust Agreement pursuant to paragraph (2) above shall be invested in Federal Obligations (as defined in the Refunding Trust Agreement), maturing as to principal and interest in such amounts and at such times as shall, together with the balance of such proceeds so deposited, be sufficient to provide for the payment of the principal of and interest on the Outstanding Bonds as the same shall become due and. payable. - 18 - The proceeds of the Refunding Bonds shall not be used :in a manner that would cause the Refunding Bonds to be "arbitrage bonds" under Section 103(c)(2) of the U. S. Internal Revenue Code of ].954. To that end, the County of Hawaii shall comply throughout the term of the Refunding Bonds with the requirements of said Section 103(c) of the United States Internal Revenue Code of 1954, as amended, and the applicable regulations of the Internal Revenue Service adopted thereunder. The provisions of this paragraph shall be a covenant with the purchasers from time to time of the Refunding Bonds. SECTION 9. The Director of Finance is hereby authorized and directed to negotiate the sale of the Refund- ing Bonds, as permitted by Section 47-52, Hawaii Revised Statutes, as amended by Act 41, Session Laws of Hawaii 1.978, with such persons, firms or corporations as he deems appropriate. Any contract for the purchase of the Refunding Bonds shall be approved by resolution of this Council. The rate or rates of interest contained in such contract for the purchase of the Refunding Bonds shall be the rate or rates said Bonds shall bear and shall be inserted in Section 2 of this ordinance prior to the final reading hereof. SECTION 10. 'Phe Mayor and County Clerk are hereby authorized, for and on behalf of the County of Hawaii, t:o execute such. agreements and give such directions as shall be necessary to carry out the provisions of this ordinance, including (i) the execution and. delivery of a Refunding Trust Agreement, to be dated as of the fifteenth day of May, 1.978, substantially in the foam thereof presented at this meeting and filed with the minutes of this meeting, with such modifica- tions thereto as the Pdayor upon the advice of counsel to the - 19 - County approves and (ii) the execution and delivery of a Securities Purchase Agreement, to be dated as of the fifteenth day of May, 1978, substantially in the form thereof presented at this meeting and filed with the minutes of this meeting with such modifications thereto as the Mayor upon the advise of counsel to the County approves. The execution of said Refunding Trust Agreement: and Securities Purchase Agreement by the Mayor shall be conclusive evidence of the approval of any modification thereto from the form thereof presented to this meeting. The bank or banks with which the aforesaid Refunding Trust Agreement and Securities Purchase Agreement shall be entered into shall. be appointed pursuant to resolution of this Council. SECTION 11. The Director of Finance and all officials of the County of Hawaii are hereby authorized to take such action and execute such orders, receipts and other documents as may be necessary in order to effectuate the sale and delivery of the Refunding Bonds or.. any portion thereof, the preparation and execution of the Refunding Bonds and the refunding of the Outstanding Bonds in accordance with this ordinance, and applicable law. SECTION 12. This ordinance shall take effect upon. its approval. Date of Introduction Date of Adoption: Effective Date: .~ ~~,;F~~,,- r_ COL ~, 5F ...~ INTRODUC-ED BY: / s-' , ~,,. Cou cilm ,,COxin, y of Hawaii May 6, 1978 °~ May 15, 1978 May 15, 1978 - 20 - FORM or PROrosrn SECURITIES PURCHASE AGREEMENT THIS SECURI'1'IES PURCHASE AGREEMENT dated as of this fifteenth day of May, 1978 between the COUNTY OF HAWAII, STATL OF HA[;~A.II (the "county") and (the "Bank") . WWHrRLAS, the County will issue $37,475,000 Public Improvement Refunding Bonds, 1978 Series (the "Refunding Bonds") for the purpose of refunding in advance of maturity certain of i_ts presently outstanding general obligation bonded indebtedness; WHLP.hAS, pursuant to an ordinance enacted by the Council. of the County on May li, 1978 (the "Ordinance"), a separate special fund (the "1978 Sinking Fund") has beer. established for the payment in part of the Refunding Ponds; WHEREAS, pursuant to the Ordinance the County will_ deposit into the 1.978 Sinking Fund on the date of delivery of and payment for. the Refunding Ponds and on or before certain specified dates, certain specified amounts; WIiEREAS, the County wishes to assure investment of the amounts to be deposited in 1978 Sinking Fund at favorable rates; and WFIEREAS, the Bank wishes to sell to the County direct obligations of the United States of America under agreements to repurchase such obligations ("Repurchase Agreements"), NOW, THEREFORE, in consideration of the premises and the terms and conditions hereafter set forth., the parties hereto agree as f-ol.lows: 1. The County hereby agrees to pay to the Bank $ on the date of delivery of the Refunding Bonds. 2. The Bank hereby agrees to sell to the County at par on August 15, 1978, a Repurchase Agreement in the principal amount of $1,443,41-9, maturing on August 15, 1981, and bearing interest at the rate of 8.29°,- per annum (payable semiannually on February 15 and August 15). The Bank hereby grants to the County options to purchase from the Bank at par Repurchase Agreements in the principal amounts, on the dates (the "Delivery Dates") and otherwise as set forth in Annex A to this Agreement. 3. Each option granted the County by paragraph 2 hereof to purchase a Repurchase Agreement, if exercised, shall be exercised by written notice from the County to the Bank not later than 10 days prior to the Delivery Date for such P.epurchase Agreement set forth in llnnex A. Failure by the County to exercise any option granted by paragraph 2 hereof to purchase a Repurchase Agreement or the option granted by paragraph 4 hereof shall not affect the right of the County to exercise - 2 - any subsequent option to purchase a Repurchase Agreement hereunder. 4. The Bank hereby grants to the County an option through June 30, 19II1, to enter into an agreement (the "Securi_ties Acquisition Agreement") substantially in the form set forth in Annex B to this Agreement. Such option, if exercised, shall be exercised by written notice from the County to the Bank not later than 10 days prior to the date on which the County desires to enter into the Securities Acquisition Agreement (which date shall be specified in such notice). Simultaneously with the execution of the Securities Acquisition Agreement by the County and the Bank, the Bank shall repurchase all outstanding Repurchase Agreements at par plus accrued interest and all options granted by para- graph 2 hereof shall terminate. 5. This Agreement shall be binding upon the County and upon its respective successors, transferees and assigns, and shall inure to the benefit of, and be enforceable by, the Bank and i.ts successors, transferees and assigns. This Agreement may not be assigned by the County without the prior written consent of the Bank. The Bank may assign or transfer this Agreement in whole or in part; provided, however, that in the event of such assignment or transfer the Bank shall not be discharged from any duty or liability with respect to this Agreement. 6. The County represents to the Bank that this Agreement has been duly authorized, executed and delivered - 3 - by, and constitutes a valid and binding agreement in accord- ance with its terms of, the County. 7. The Bank represents and warrants to the County that this Agreement ha:~ been duly authorized, executed and delivered by, and constitutes a valid and binding agreement in accordance with i.ts terms of, the Bank; and neither the execution and delivery of this Agreement nor the performance of the obligations of the Bank under this Agreement shall violate any Federal or state law or any other decree, license, permit, o.r the like which is applicable to the Bank and shall not cause any dei:ault by the Bank under any other agreement to which the Bank is subject. 8. The Bank consents to be named i_n the Official Statement for the Refunding Bonds as a party to this Agree- meat. The County hereby acknowledges that the Bank has assumed no responsibility, and shall not be held responsible, for the validity of the Refunding Bonds or for the adequacy, accuracy or completeness of any statement made in said Official Statement. 9. All notices pursuant to this Agreement sha].1 be sufficient if sent by United States registered or certi- fied mail, delivered postage prepaid, to the attention of the persons listed below and to the party intended as the recipient thereof at the address of such party set forth below, or at such other address or to the attention of such other person as such party shall have designated for such - 4 - purpose in a written notice complying as to delivery with the terms of this paragraph. The Bank: Attention: The County: County of Hawaii 25 Aupuni Street Hilo, Hawaii 96720 Attention: Director of Finance 10. Nothing expressed or implied herein is intended or shall be construed to confer upon any person, firm or corporation other than the parties hereto any right, remedy or claim by reason of this Agreement or any term hereof, and all terms contained herein shall be for the sole and exclusive bcnefi.t of the parties hereto, their successors and, to the extent provided herein, their assigns. 11. This Ag.r_eement shall be governed by and construed in accordance with the laws of the State of Ilawai.i.. 12. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same document. 13. If one or more provisions of this Agreement or the application of any such provisions to any set of circumstances shall he determined to be invalid or ineffec- tive for any reason, such determination shall not affect the validity and enforceability of the remaining provisions - 5 - or the application of. the sarnc provi.si.ons or any of the remaining provisions to other circumstances. IN WITNESS W)}PRfsOF, the parties hereto have caused this Agreement to be duly executed and sealed by their respective of,`:icers thereunto duly authorized, as of the day and year first above written. COUNTY OI' HAWAII, STATE OF HAWAII By or [Seal) Attest: County Clerk By Vice President (Scab Attest: Assistant Secretary 6 - ANNEX A Delivery Principal Interest Interest Maturity Date Amount Rate Per Payment Date Annum Dates August 15, 1979 $1,310,109 8.290 2-15/8-15 August 15, 1982 August 15, 1980 160,891 8.29 2-15/8-15 August 15, 1983 November 15, 1980 1,414,372 8.37 5-15/11-15 November 15, 1983 August 15, 1981 1,443,419 8.29 2-15/8-15 August 15, 1984 November 15, 1981 1,493,222 8.37 5-15/11-15 November 15, 1984 August 15, 1982 1,310,109 8.29 2-15/8-15 August 15, 1985 1,008,000 8.33 2-15/8-15 August 15, 1985 August 15, 1983 160,891 8.29 2-15/8-15 August 15, 1986 1,027,200 8.33 2-15/8-15 August 15, 1986 November 15, 1983 1,414,372 8.37 5-15/11-15 November 15, 1986 August 15, 1984 1,443,419 8.29 2-15/8-15 August 15, 1987 ' 844,800 8.33 2-15/8-15 August 15, 1987 November 15, 1984 1,493,222 8.37 5-15/11-15 November 15, 1987 August 15, 1985 1,310,109 8.29 2-15/8-15 August 15, 1988 1,008,000 8.37 2-15/8-15 August. 15, 1988 November 15, 1985 797,900 8.42 5-15/11-15 November 15, 1988 August 15, 1986 160,891 8.29 2-15/8-15 August 15, 1989 1,027,200 8.33 2-15/8-15 August 15, 1989 November 15, 1986 1,414,372 8.37 5-15/11-15 November 15, 1989 727,200 8.42 5-15/11-15 November 15, 1989 August 15, 1987 1,443,419 8.29 2-15/8-15 August 15, 1990 844,800 8.33 2-15/8-15 August 15, 1990 November 15, 1987 1,493,222 8.37 5-15/11-15 November 15, 1990 555,500 8.42 5-15/11-15 November 15, 1990 August 15, 1988 1,310,109 8.29 2-15/11-15 August 15, 1991 ' 1,008,000 8.33 2-15/11-15 August 15, 1991 November 15, 1988 797,900 8.42 5-15/11-15 November 15, 1991 404,000 8.42 5-15/11-15 November 15, 1991 August 15, 1989 160,891 8.29 2-15/8-15 August 15, 1992 1,027,200 8.33 2-15/8-15 August 15, 1992 Nove~ber 15, 1989 1,414,372 8.37 5-.15/11-15 November 15, 1992 727,200 8.42 5-15/11-15 November 15, 1992 August 15, 1990 1,443,419 8.29 2-15/8-15 August 15, 1993 844,800 8.33 2-15/8-15 August 15, 1993 November 15, 1990 1,493,222 8.37 5-15/11-15 November 15, 1993 555,500 8.42 5-15/11-15 November 15, 1993 August 15, 1991 1,310,109 8.29 2-15/8-15 August 15, 1994 1,008,000 8.33 2-15/8-15 August 15, 1994 November 15, 1991 797,900 8.42 5-15/11-15 November 15, 1994 404,000 8.42 5-15/11-15 November 15, 1994 August 15, 1992 160,891 8.29 2-15/8-15 August 15, 1995 1,027,200 8.33 2-15/8-15 August 15, 1995 November 15, 1992 1,414,372 8.37 5-15/11-15 November 15, 1995 727,200 8.42 5-15/11-15 November 15, 1995 August 15, 1993 1,443,419 8.29 2-15/8-15 August 15, 1996 844,800 8.33 2-15/8-15 August 15, 1996 November 15, 1993 1,493,222 8.37 5-15/11-15 November 15, 1996 555,500 8.42 5-15/11-15 November 15, 1996 August 15, 1994 1,310,109 8.29 2-15/8-15 August 15, 1997 1,008,OOG 8.33 2-15/8-15 August 15, 1997 November 15, 1994 797,900 8.42 5-15/11-15 November 15, 1997 404,000 8.42 5-15/11/15 November 15, 1997 August 15, 1995 160,891 8.29 2-15/8-15 August 15, 1998 1,027,200 8.33 2-15/8-15 August 15, 1998 ANNEX A - Page 2 Delivery Principal Interest Interest Maturity Date Amount Rate Per Payment Date Annum Dates November 15, 1995 $1,414,372 8.37 5-15/11-15 November 15, 1998 727,200 8.42 5-15/11-15 November 15, 1998 August 15, 1996 1,443,419 8.29 2-15/8-15 August 15, 1999 844,800 8.33 2-15/6-15 August 15, 1999 November 15, 1996 1,493,222 8.37 5-15/11-15 November 15, 1999 555,500 8.42 5-15/11-15 May 15, 1999 August 15, 1997 1,310,109 8.29 2-15/8-15 August 15, 2000 1,008,000 8.33 2-15/8-15 August 15, 2000 November 15, 1997 797,900 8.42 5-15/11-15 May 15, 1999 404,000 8.42 5-15/11-15 May 15, 1999 August 15, 1998 160,891. 8.29 2-15/8-15 August 15, 2001 1,027,000 8.33 2-15/8-15 August 15, 2001 November 15, 1998 1,414,372 6.37 5-15/11-15 November 15, 2001 727,200 8.42 5-15/11-15 May 15, 1999 August 15, 1999 1,443,419 8.29 2-15/8-15 August 15, 2002 844,800 8.33 2-15/8-15 August 15, 2001 November 15, 1999 1,493,222 8.37 5-15/11-15 November 15, 2002 August 15, 2000 1,310,109 8.29 2-15/8-15 August 15, 2003 1,008,000 8.33 2-15/8-15 August 15, 2001 August 15, 2001 160,891. 8.29 2-15/8-15 August 15, 2004 November 15, 2001 1,414,372 8.37 5-15/11-15 November 15, 2004 August 15, 2002 1,443,419 8.29 2-15/8-15 August 15, 2005 November 15, 2002 1,493,222 8.37 5-15/11-15 May 15, 2005 August 15, 2003 1,310,109 8.29 2-15/8-15 August 15, 2006 August 15, 2004 160,891. 8.29 2-15/8-15 February l5, 2007 November 15, 2004 1,414,372 8.37 5-15/11-15 May 15, 2005 August. l5, 2005 1,443,419 8.29 2-15/8-15 February 15, 2007 August 15, 2006 1,310,109 8.29 2-15/8-15 February 15, 2007 ANNEX B FORM OF I?ROPOSED SECURITIES ACQUISITIOP: AGREEM$iV'P THIS SECUR]TI>;S l>CQUISITIOTd AGREEhiFtJT dated ns of_ this _ day of __, bet~reen the CO[JNTY OI' He;[•IAII, STATP Ol? IIAP7AII (the "C ounty") and (the "Bank"). YdHEP,LAS, the County has issued $3'7,475,000 Public Improvement Refunding Bonds, 1978 Series (the "Refunding Bonds") for the purpose of refunding in advance of maturity certain of its outstanding general ob]_iaation bonded indebtedness; WHEREAS, pursuant to an ordinance enacted by the Council of the County on May 15, 1978 (tyre "O.r_di.nance"), a separate speci_a1 fund (the "1978 Sinking Fund") has been established for the payment in part of the, Refunding F3onds; WHL•'REAS, pursuant to the Ordinance the County will deposit into the 1978 Si.nki_ng fund on the date of delivery of and payment for the Refunding Bonds and on or before certain specified dates, fund:; sufficient to purchase direct obliga- tions of, the United States of_ America (the "Government Obligations") in the principal amounts, on the dates (the "Del:ivery Dates") and at the prices (the "Purchase Pr.i_ces") set forth in Annex A to this Agreement, plus in each case, accrued interest to the respective Delivery Date; PIHI:RFAS, the County wishes to assure investment of the amounts to be deposited in 1978 Sinking Fund at favorable rates; and WHLRF.AS, the Bank wishes to sell the necessary Government Obligations to the County, NOW, TITEP.I;FORL, in consideration of the- premises, the parties hereto agree as follows: 1. The Banc hereby agrees to sell to the County and the County h~,reby agrees to purchase from the Bank Govern- ment Obligations in the amounts, on the Delivery Dates and at the Purchase Prices set forth in Annex A to this Agreement, plus, in each case, accrued interest to the respective Delivery Datc. 2. The Bank shall have no obl.i_gation hereunder other than to deliver. Government Obligations to the County against payment. therefor, in immediately available funds in the amounts, on the Delivery Dates and at the Purchase Prices set forth in Annex A attached hereto, plus, in each case, accrued interest to the respective Delivery Date. All Government Obligations, when delivered by the Bank to the County, to the extent registrable, shal]. be registered for payment in the name of the County and, to the extent not so - 2 - registrable, shall be in negot.i.able form. All expenses of registration and al.l other expenses of delivery to the County shall be borne by the Bank. 3. If the Bank fails to tender for delivery on any Delivery Date the amount of Government Obligations which it has contracted to tender on such Delivery Date and such failure shall. continue for five days, then, and in such event, the County shall have the right to pr.ompt-ly purchase from any seller the same amount and type of Government Obligations ("Substitute Obligations"), and the Bank shall pay to the County for. deposit in the 1978 Sinking Fund, on demand, damages in an amount equal to: (i) the difference between the price which the County shall have paid to purchase the Substitute Obliga- tions (excluding therefrom accrued interest) and the Purchase Price set forth i.n Annex A attached to this Agreement for the Government Obligations which the Bank failed to tender; and (ii) incidental costs and expenses (including legal fees) incurred by the County in connection with the purchase of the Substitute Obligations and the making of such demand on the Bank. 4. If the County fails to tender payment of the full amount due for any of the Government Obligations tendered on any Delivery Date, and such failure shall continue for five days, then, and in such event, the Bank shall have the right to promptly resell such tendered Government. Obligations to any - 3 - other purchaser, and the County shall pay to the Bank, on demand, damages in amount equal to: (i) the difference between t:he Purchase Price set forth in Annex A attached to this Agreement for the Government Obligations for which the County has failed to tender payment and the price which the Bank receives upon snob resale (excluding therefrom accrued interest); and (ii) incidental costs and expenses (including legal. fees) incurred by the Bank in connection with such resale and the making of: such demand on the County. 5. This Agreement shall be binding upon the County and upon its respective successors, transferees and assigns, and shall. inure to the benefit of, and be enforceable by, the Sank and its successors, transferees and assigns. This Agreement may not be assigned by the County without the prior written consent. of the Bank. The Bank may assign or transfer this Agreement in whole or in part; provided, however, that in the event of such assignment or transfer the Bank shall not be discharged from any duty or liability with respect to this Agreement. 6. The County represents to the Bank that this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement in accord- ance with its terms of, the County. 7. The Bank. represents and warrants to the County that this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement - 4 - in accordance with its terms of, the Bank; and neither the execution and delivery of this Agreement nor the performance of the obligations of the Bank under this Agreement shall violate any federal or :state law or any other decree, license, permit, or the like which is applicable to the Bank and shall not cause any default by the Bank under any other agreement to which the Bank is subject. 8. All notices pursuant to this Agreement shall be sufficient if sent by United State:., registered or certi_- Lied mail, delivered postage prepaid, to the attention of the persons listed below and to the party intended as the recipient thereof at the address of such party set forth below, or at such other address or to the attention of such other person as such party shall have designated for such purpose i.n a written not=ice complying as to delivery with the terms of this paragraph. The Bank: Attention: The County: County of Hawaii 25 Aupuni Street Hilo, Hawaii 96720 Attention: Director of Finance - 5 - 9. Nothing expressed or implied herein is intended or shall be consl-.rued to confer upon any person, firm or corporation other than the parties hereto any right, remedy or claim by reason of this Agrecment or any term hereof, and a].1 terms contained herein shall be for the sole and exclusive benefit of the parties hereto, their successors and, to the extent provided herein, their assigns. lp. This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii. 11. This Agrecment may be executed simultaneously in one or. more cowlterparts, each of which shall be deemed an or.igi_nal, and all of which shall constitute one and the same document. _l2. If one or more provisions of this Agreement or the application of any such provisions to any set of circum:tances shall be determined to be invalid or ineff.ec- tivc for any reason, such determination shall not affect the validity and enforceability of the remaining provisions or the application of the same provisions or any of the remaining provisions to other circumstances. IN WITNESS WHliP.Ii01•', the parties hereto have caused this Agreement to be duly executed and sealed by their - 6 - r.espcctive ofPic~~r:: thereunto du:Ly auLhor.:ized, as of L-hc duy ant year first above wr.ii.i:en. COUNTY OI' HALPA:CI, STATE C? HASdAIJ: Fay yor [seal] Attest: unr_y miler B y - ---- Vice President [Seal] Attest: Assistant Secretary - 7 - ANNEX A TO SECURITIES ACQUISITION AGREEMENT Type and PYincipal Amount Purchase Delivery Date of Obligations to be Price Purchased Date of Execution of $1,570,000 of 7-5/8o U.S. Treas- $1,443,419 Securities Acquisi- ury Bonds due February 15, 2007 tion Agreement Later o£ Date of Execu- $1,425,000 of 7-5/8~ U.S. Treas- $1,310,109 tion of Securities u.ry Bonds due February 15, 2007 Acquisition Agreement or August 15, 1979 Later of Date of Execu- $175,000 of 7-5/8o U.S. Treasury $ 160,891 tion of Securities Bonds due February 15, 2007 Acquisition Agreement or August 15, 1980 Later of Date of Execu- $1,435,000 of 8-1/4°s U.S. Treas- $1,414,372 tion of Secu rities ury Bonds due May 15, 2005 Acquisition Agreement or November 15, 1980 November 15, 1981 $1,515,000 of 8-1/4o U.S. Treas- $1,493,222 ury Bonds due May 15, 2005 August 15, 1982 $1,050,000 of 8°s U.S. Treasury Bonds due August 15, 2001 August 15, 1983 $1,070,000 of 8~ U.S. Treasury Bonds due August 15, 2001 August 15, 1984 $880,000 of 8g U.S. Treasury Bonds due August 15, 2001 November 15, 1985 $790,000 of 8-1/2o U.S. Treasury Bonds due May 15, 1999 November 15, 1986 $720,000 of 8-1/2o U.S. Treasury Bonds due May 15, 1999 November 15, 1987 $550,000 of 8-1/2$ U.S. Treasury Bonds due May 15, 1999 November 15, 1988 $400,000 of 8-1/2% U.S. Treasury Bonds due May 15, 1999 $1,008,000 $1,027,200 $ 844,800 $ 797,900 $ 727,200 $ 555,500 $ 404,000 Hilo, Hawaii Date: Mav 6 197ft FIRST READING AYE$ NOES A/E -0ahlberg X ~~ Domingo X Fujii X Garcia X Kawahara X Lai X Sarneshima x Tajiri X cnr.Yamashit x 7 1 1 Hilo, Hawaii Date: May 15, 1978 SECOND & FINAL READING AYE$ NOES A/E Dahlberg X Domingo X Fujii X Garcia Kawahara X Lai X Sarneshima }{ Tajiri X cnr.Yamashir X 1-$-- ---1 _ _ ~- May 11, 1978 _ Publicorion Dare May 19, 1978 Pu blit arion Dare: - _ _ - _-_ -- We do hereby certify that the foregoing BILL was adopted by the County Council and published as indicated above. .~ I _ __..~_..__.r~„f ~ ~: ~, ,.',~C7 [ •^. ~/ Council Chairmfin" i ~ J~.~7~ ° / _1 ': County Clerk :cte ____ Approved(camcS th is._15 th _. _._. doy of rte_y _ __, ,9 _za - - -- Bill No 390 - - _. _ _-. Reference: _.. _ - -- - Mayor, ounty of Ha.~.a ii M.B. No. _ - O~d. No. 354 COUNTY OF H,~,A22 BIL, NO_ NICE - STATE OF HAWAII ~ ORDI N0, R FURDINANCE AUTHORIZING THE NDING BONDS OF FI~FUNDING CERTAIN pUTE COUNTIISSUANCE OF BONDS G THE FORM DENO GE PROVIDING F MIN TIONO NDED INDFOR THE PUBLIG'TION RS'Y'ffi8H1gggT OR REDEMPTIO OR THE PAYMEN CERTAIEBTEDNESS RPOSE OF VIDING FOR THE SALE OF SAID THE gF SAID BO THER FEATU SAIp COUNTY• PRO BE IT ORDAINED BONDS ~S BEING FUNDED I rNGOF SUCH ~ BY THE COUNCIL pp THE FOR THE SECTION 1. AND pR0_ The Council of the COU and determines: OUNTy OF HAWAII; of Superviso (1) that the fours •tY of I3aWa11 No. ado rs of the County of a cll 1, successor thereby finds 480 pted by the Bo wall; (.) o the Board °n September 20 1949, th r d of S°er~lsors o Pursuant to Resolution Principal e have the Cou 1949 amount of Water SYste eretofore be ntY of Hawaii (the "1949 Bonds') m B~ s, 19¢g en Issued $300,000 1978, 512,000, and all of which tl we issue dated Novembe 15 their terms, mature of which outs hdi re outstanding on MaY 1 ' t1On NO. 440 ado on November 15, 178 ng B°nds Pursuant to Hawall °n June Pted by the Board of (3) Pursuant to 195 Principal there hav rs °f th 4 8 ~per~iso e County of dated amount of Public I e hertofore be out as of August 1, 1958 ~mproVement'Onds e^ Issued $900,000 standin5 on M .the ~~1958 of the COUnt bonds aY 1, 1978 0 B~ds,~), of which Y of Hawaii SS 00 'an Pursuant to their to 0 ~ an0all °f there were t tO Resol rrs, mater which outst ution No. 538 ~oPted b e or August 1 (4) ding the County of g 1978- awaii on ~ Y th`Board of Pur_ been Issued $2,50 Ptember 7, 1~- Super°isors 1960, of the 0 000 ~r1nciPal am -00, there have hereto_ 60 Bonds,.) f untY of Hawaii date uit of Public Improveme which th d is of nt and whic ere wer November l e , out out 1960 ;11Y $125, 000 bonds ° b No s, Pursuant d o g h it t 1, 1978 ember 1 In each of the years BILL NO. 390 COUNTY OF HAWAII - STATE OF HAWAII ORDINANCE N0. AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS OF THE COUNTY OF HAWAII FOR THE PURPOSE OF REFUNDING CERTAIN OUTSTANDING BONDED INDEBTEDNESS OF SAIp COUNTY FI%%NG THE FORM, DENOMINATION AND CERTAIN OTHER FEATURES OF SUCH BONDS; PROVIDING FOR THE PAYMENT OF SAID BONDS; PROVIDING FOR THE RST~RHffiE~T OR REDEMPTION OF THE BONDS BEING REFUNDED; AND PRO- VIDING FOR THE SALE OF SAID BONDS. BE IT ORDAINED BY THE COUNCIL OF THE COUNTY OF HAWAII: SECTION 1. The Council of the County of Hawaii hereby finds and determines: (1) that the Council is successor to the Board of Supervisors of the County of Hawaii; (2) pursuant to Resolution No. 480 adopted by the Board of Supervisors of the County of Hawaii on September 20, 1949, there have heretofore been issued $300,000 principal amount of Water System Bonds, 1949 issue dated November 15, 1949 (the "1949 Bonds"), of which there were outstanding on May 1, 1978, $12,000, and all of which outstanding Bonds, pursuant to their terms, mature on November 15, 1978; (3) pursuant to Resolu- tion No. 440 adopted by the Board of Supervisors of the County of Hawaii on June 4, 1958, there have heretofore been issued $900,000 principal amount of Public Improvement Bonds of the County of Hawaii dated as of August 1, 1958 (the "1958 Bonds"), of which there were outstanding on May 1, 1978, $50,000, and all of which outstanding bonds, pursuant to their terms, mature on August 1, 1978; (4) pur- suant to Resolution No. 538 adopted by the Board of Supervisors of the County of Hawaii on September 7, 1960, there have hereto- fore been issued $2,500,000 principal amount of Public Improvement Bonds, 1960, of the County of Hawaii dated as of November 1, 1960 (the "1960 Bonds"), of which there were outstanding on May 1, 1978, $625,000, and which outstanding bonds, pursuant to their terms, mature serially $125,000 bonds on November 1 in each of the years 1978 to 1982, inclusive; (5) pursuant to Resolution No. 139 adopted by the Board of Supervisors of the County of Hawaii on May 24, 1963, there have heretofore been issued $1,450,000 princi- pal amount of Public Improvement Bonds, Series A, of the County of Hawaii dated as of July 1, 1963 (the "1963A Bonds"), of which there were outstanding on May 1, 1978, $490,000, and which out- standing bonds, pursuant to their terms, mature serially $80,000 bonds on July 1 in each of the years 1978 to 1981, inclusive, and $85,000 bonds on July 1 in each of the years 1982 and 1983; (6) pur- suant to Resolution No. 209 adopted by the Board of Supervisors of the County of Hawaii on August 7, 1963, there have heretofore been issued $1,350,000 principal amount of Public Improvement Bonds, Series B, of the County of Hawaii dated as of September 1, 1963 (the "1963B Bonds"), of which there were outstanding on May 1, 1978, $450,000, and which outstanding bonds, pursuant to their terms, mature serially $75,000 bonds on September 1 in each of the years 1978 to 1983, inclusive; (7) pursuant to Ordnance No. 342 enacted by the Council of the County of Hawaii on October 1, 1970, there have heretofore been issued $10,000,000 principal amount of Public Improvement Bonds, Series 1970, of the County of Hawaii dated as of November 1, 1970 (the "1970 Bonds"), of which there were out- standing on May 1, 1978, $7,220,000, and which outstanding bonds, pursuant to their terms, mature serially $555,000 bonds on November 1 in each of the years 1978 to 1990, inclusive; (8) pur- suant to Ordinance No. 465 enacted by the Council of the County of Hawaii on April 19, 1972, there have heretofore been issued $10,000,000 principal amount of Public Improvement Bonds, Series 1972, of the County of Hawaii dated as of June 1, 1972 (the "1972 Bonds"), of which there were outstanding on May 1, 1978, $8,325,000, and which outstanding bonds, pursuant to their terms, mature serially $555,000 bonds on June 1 in each of the years 1978 to 1992, inclusive; (9) pursuant to Ordinance No. 6 enacted by the Council of the County of Hawaii on November 20, 1973, there -2- have heretofore been issued $5,000,000 principal amount of Public Improvement Bonds, 1974 Series A, of the County of Hawaii dated as of February 1, 1974 (the "1974A Bonds"), of which there were outstanding on May 1, 1978, $4,440,000, and which outstanding bonds, pursuant to their teams, mature serially $280,000 on February 1 in each of the years 1979 to 1986, inclusive, and $275,000 bonds on February 1 in each of the years 1987 to 1994, inclusive; (10) pursuant to Ordinance No. 51 enacted by the Council of the County of Hawaii on August 21, 1974, and Resolution No. 292 adopted by the Council of the County of Hawaii on October 23, 1974, there have heretofore been issued $5,000,000 principal amount of Public Improvement Bonds, 1974 Series B, of the County of Hawaii dated as o£ November 1, 1974 (the "1974B Bonds"), of which there were outstanding on May 1, 1978, $4,720,000, and which outstanding bonds, pursuant to their terms, mature serially $280,000 bonds on November 1 in each of the years 1978 to 1986, inclusive, and $275,000 bonds on November 1 in each of the years 1987 to 1994, inclusive; (11) pursuant to Ordinance No. 139 enacted by the Council of the County of Hawaii on August 20, 1975, and Resolution No. 569 adopted by the Council of the County of Hawaii on May 7, 1976, there have heretofore been issued $7,000,000 principal amount of Public Improvement Bonds, 1976 Series A, of the County of Hawaii dated as of May 1, 1976 (the "1976A Bonds"), all of which $7,000,000 were outstanding on May 1, 1978, and which outstanding bonds, pursuant to their terms, mature serially $385,000 bonds on May 1 in each of the years 1979 to 1982, inclu- sive, and $390,000 bonds on May 1 in each of the years 1983 to 1996, inclusive; (12) pursuant to Ordinance No. 271 enacted by the Council o£ the County of Hawaii on May 4, 1977, there have heretofore been issued $5,000,000 principal amount of Public Improvement Bonds, 1977 Series B, of the County of Hawaii dated as of August 1, 1977 (the "1977B Bonds"), all of which $5,000,000 were outstanding on May 1, 1978, and which outstanding bonds, -3- pursuant to their terms, mature serially $280,000 bonds on August 1 in each of the years 1980 to 1989, inclusive, and $275,000 bonds on August 1 in each of the years 1990 to 1997, inclusive; (13) it is advisable, expedient and in the best interest of the County of Hawaii to authorize the issuance and sale of general obligation refunding bonds for the purpose of refunding the aforesaid 1949 Bonds, 1958 Bonds, 1960 Bonds, 1963A Bonds, 1963B Bonds, 1970 Bonds, 1972 Bonds, 1974A Bonds, 1974B Bonds, 1976A Bonds and 1977B Bonds (collectively the "Outstanding Bonds"), in advance of the maturity thereof in order to restructure the outstanding bonded indebted- ness of the County of Hawaii represented by the outstanding Bonds so as to provide that such bonded indebtedness of the County of Hawaii shall mature in substantially equal installments of both principal and interest; and (14) pursuant to Resolution No. 252 adopted by the Council of Hawaii on April 1, 1978, this Council has heretofore approved the sale of the bonds hereinafter authorized. SECTION 2. Pursuant to Chapter 47, Hawaii Revised Statutes, and particularly parts I and Iv thereof, for the purpose of refunding the outstanding bonded indebtedness referred to in Section 1 of this ordinance, there is hereby authorized for issuance and sale general obligation refunding bonds of the County of Hawaii in the principal amount of thousand dollars million ($ ). The bonds authorized in this section shall be issued and sold as a single issue and shall be designated "Public Improvement Refunding Bonds, 1978 Series (the"Refunding Bonds"). The Refunding Bonds may be issued initially in the form of fully registered Refunding Bonds. In such event there shall be issued one fully registered Refunding Bond for each serial maturity of the Refunding Bonds as hereinafter set forth in this section. Such fully registered Refunding Bonds shall be dated as of May 15, 1978; shall be numbered R-1 to R-25, both inclusive; shall be of the denomination of the serial maturity which each -4- such fully registered Refunding Bond represents; and shall be exchangeable, without charge to the holder thereof, for Refunding Bonds in bearer form with coupons for interest attached thereto as hereinafter provided. The Refunding Bonds in bearer form with coupons for interest attached thereto shall be dated as of May 15, 1978; shall be of the denomination of $5,000 each; and shall be numbered from 1 upward in order of maturity. The Refunding Bonds whether in bearer form with coupons for interest attached or in fully registered form) shall mature serially in numerical order on May 15 in each of the years and in the principal amounts set forth below, with the Refunding Bonds maturing in a particular year bearing interest payable November 15, 1978, and semi-annually each May 15 and November 15 thereafter at the rate per annum set opposite such year, as follows: Principal Principal Year of Amount Rate of Year of Amount Rate of Maturity Maturing Interest Maturity Maturing Interest 1983 $ % 1995 $ % 1984 1996 1985 1997 1986 1998 1987 1999 lggg 2000 1989 2001 1990 2002 1991 2003; 1992 2004 1993 2005 1994 2006 2007 Both principal of and interest and premium, if any, on the Refunding Bonds shall be payable at the office of the Director of Finance of the County of Hawaii, in Hilo, Hawaii, or, at the option of the holder of said Bonds and the coupons pertaining thereto, at the principal office of Manufacturers Hanover Trust Company, in New York, New York, or at the principal office of First Hawaiian Bank, in Honolulu, Hawaii, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. The Refunding Bonds maturing May 15, 1989 and thereafter, shall be subject to redemption at the option of the County of Hawaii -5- prior to their stated maturity, on and after May 15, 1988, in whole at any time, and in part from time to time on any interest payment date in inverse order of maturities and by lot within a maturity, at the principal amount thereof, together with the interest accrued on such principal amount to the date fixed for the redemption, and the following redemption premiums: 3% if redeemed during the period May 15, 1988 to May 14, 1989, both inclusive; 2-1/2% if redeemed during the period May 15, 1989 to May 14, 1990, both inclusive; 2% if redeemed during the period May 15, 1990 to May 14, 1991, both inclusive; l-1/2% if redeemed during the period May 15, 1991 to May 14, 1992, both inclusive; 1% if redeemed during the period May 14, 1992 to May 14, 1993, both inclusive; 1/2% if redeemed during the period May 15, 1993 to May 14, 1994, both inclusive; and no premium if redeemed May 15, 1994 or thereafter. Except as provided in the form of fully registered Refunding Bond hereinafter set forth, notice of redemption of the Refunding Bonds to be redeemed, stating the designation, date, numbers and maturities of the Refunding Bonds to be redeemed, the date fixed for the redemption thereof and the premium payable upon such redemption, and that from and after such redemption date interest thereon shall cease to accrue and become payable, shall be given by the publication of such notice in The Daily Bond Buyer, a financial paper published inthe City of New York, New York, or in lieu of suchpublication in the Daily Bond Buyer, such notice of such redemption day be given by publication thereof in any other financial paper published in any of the cities of New York, New York, Chicago, Illinois, and San Francisco, California, the date of such publication in any event to be at least thdrty days prior to the date fixed for the redemption of the Refunding Bonds to which such notice pertains. If on or before the redemption date moneys in the full amount required for the payment of the principal of the Refunding Bonds -6- to be redeemed and the applicable redemption premium and the interest accrued to the redemption date on the principal amount to be re- deemed shall have been set aside with the Director of Finance of the County of Hawaii or with the paying agent for said Bonds solely £or the purposes of such redemption and payment, interest on the Refunding Bonds so called for redemption shall cease to accrue from and after the date fixed for the redemption thereof. SECTION 3. The Refunding Bonds shall be signed by the Director of Finance or a Deputy Director of Finance and shall bear the lithographed or engraved facsimile signature of the Mayor of the County of Hawaii and shall be sealed with the seal or a lithographed or engraved facsimile seal of the County of Hawaii. The interest coupons pertaining to the Refunding Bonds in bearer fIDVm with coupons attached~,~hereto shall bear the litho- graphed or engraved facsimile of the signature of the Director of Finance. The Refunding Bonds shall be designated and the form of the Refunding Bonds in bearer form with coupons attached thereto and the coupons attached thereto shall be, substantially as follows with such appropriate insertions, variations, and omissions as are required with respect to each Refunding Bonds. UNITED STATES OF AMERICA STATE OF HAWAII COUNTY OF HAWAII PUBLIC IMPROVEMENT REFUNDING BOND, 1978 SERIES No. $5,000 The County of Hawaii, State of Hawaii, for value received, hereby promises to pay to bearer on the fisteenth day of May, (unless this bond shall be subject to prior redemption and shall have theretofore been called for previous redemption and payment of the redemption price duly made or provided for) -7- the principal sum of Five Thousand Dollars ($5,000) upon presen- tation and surrender of this bond, and to pay interest on said principal sum from the date hereof until payment of said principal sum in full at the rate of per centum ( %) per annum, payable semi-annually on the fifteenth day of May and the fifteenth day of November in each year, such interest to the maturity hereof being payable only upon presentation and surrender of the interest coupons hereto attached as they severally become due. Both the principal of gnd interest on thus bond are payable at the office of the Director of Finance of the County of Hawaii, in Hilo, Hawaii, or, at the option of the holder, at the principal office of Manufacturers Hanover Trust Company, in the City of New York, New York, or at the principal office of First Hawaiian Bank, in Honolulu, Hawaii, in any currency of the United States of America which at the time of payment is legal tender for public and private debts. This bond is one of a series designated "Public Improvement Refunding Bonds, 1978 Series" of like date, denomination and tenor, except as to number, interest rate and maturity. The bonds of the series of which this bond is one maturing May 15, 1989, and thereafter are subject to redemption at the option of the County of Hawaii prior to the respective stated maturities thereof, on and after May 15, 1988, in whole at any time, and in part from time to time on any interest payment date in inverse order of maturities, at the principal amount thereof, the interest accrued thereon to the date fixed for redemption and the following redemp- tion premiums expressed as a percentage of the principal amount redeemed: 3% if redeemed during the period May 15, 1988 to May 14, 1989, both inclusive; 2-1/2% if redeemed during the period May 15, 1989 to May 14, 1990, both inclusive; 2% if redeemed during the period May 15, 1990 to May 14, 1991, both inclusive; 1-1/2% if redeemed during the period May 15, 1991 to May 14, 1992, both -8- ihclusive; 1% if redeemed during the period May 15, 1992 to May 14, 1993, both inclusive; 1/2% if redeemed during the period May 15, 1993 to May 14, 1994 both inclusive; and no premium if redeemed on or after May 15, 1994. If less than all the bonds of any maturity are called for redemption, the bonds of such maturity to be redeemed shallYe selected by lot, In the event this bond is redeemable, as aforesaid, and shall be called for redemption, notice of the redemption hereof stating the designation, date, number and maturity of this bond, the date fixed for suct_redemption and the premium; payable upon such redemption, shall be given by publication of such notice in The Daily Bond Buyer, a financial paper published in the City of New York, New York, or in lieu of such publication in The Daily Bond Buyer, by publication thereof in some other financial paper published in either of the cities of New York, New York, or San Francisco, California, the date of such publication in any case to be at least thirty days prior to the date fixed for the redemption hereof. If this bond be redeemable and shall have been duly called for redemption and notice of the redemption hereof published as aforesaid, and if on or before the date fixed for such redemption payment hereof shall be duly made or provided for, interest hereon shall cease from and after the redemption date hereof and the coupons representing such interest shall be void. This bond is one of a series of bonds authorized by the Council of the County of Hawaii to be issued to provide funds for refunding certain bonded indebtedness of said County. This bond and the series of which it is a part are issued under and pursuant to and in full compliance with the Constitution and statutes of the State of Hawaii, including Part I and Part IV of Chapter 47, Hawaii Revi9ed Statutes, as amended, the Charter of the County o£ Hawaii, and proceedings of the aforesaid Council duly taken. thereunder. This bond is a general obligation of the County of Hawaii, the interest and principal payments of which shall be a -9- first charge on the general fund of said County. The full faith and credit of the County of Hawaii are irrevocably pledged to the punctual payment of the principal of and interest on this bond according to its terms. Pursuant to the ordinance authorizing the issuance of the bonds of the series of which this bond is one, there has been created a special trust fund of the County designated the 1978 Sinking Fund into which the County shall make certain payments and shall invest moneys on deposit therein in certain designated securities all as most fully set forth in said ordinance. The moneys and securities held in said 1978 Sinking Fund shall be applied at the times and in the accounts designated in the aforesaid ordinance to the retirement of bonds of the series of which this bond is one. Neither the holder of this bond nor the holder of any bond of the series of which this bond is one shall be entitled or may require the applita~ttion of the moneys and securities on deposit in said 1978 Sinking Fund to the retirement or redemption of his bond except at the times and in the amounts designated in the aforesaid ordinance authorizeing said bonds. It is hereby certified, recited and declared that all condi- tions, acts and things essential to the validity of this bond and the series of which it forms a part exist, have happened and have been done; that every requirement of law affecting the issuance thereof has been duly complied with; and that the amount of this bond and the series of which it forms a part, together with all other indebtedness of the County of Hawaii is not in excess of any statutory or constitutional limitation of indebtedness. IN WITNESS WHEREOF, the County of Hawaii has caused this bond to be signed by its Director of Finance or a Deputy Director of Finance, to bear the lithographed or engraved facsimile signa- ture of its Mayor and to be sealed with a lithographed or engraved facsimile of its seal, the interest coupons hereto attached to bear the lithographed or engraved facsimile of the signature of -10- its Director of Finance and this bond to be dated as of the first day of May, 1978. Director of Finance or Deputy Director of Finance of the County of Hawaii Mayor of the County of Hawaii (FORM OF COUPON) No. On 19_, unless the bond hereinafter mentioned shall be subject to prior redemption and shall have theretofore been duly called for previous redemption and payment of the redemp- tion price duly made or provided for, the County of Hawaii, State of Hawaii, will pay to bearer at the office of the Director of Finance of the County of Hawaii, in Hilo, Hawaii, or, at the option of the holder, at the principal office of Manufacturers Hanover Trust Company, in the City of New York, New York, or at the princi- pal office of First Hawaiian Bank, in Honolulu, Hawaii, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, the sum shown hereon being interest then due on its Public Improvement Refunding Bond, 1978 Series, dated as of May 1, 1978. No. Director of Finance The Director of Finance may authorize the printing of CUSIP identification numbers upon the filing panel of the Refunding Bonds, Such numbers and the printing thereof shall be subject in all respects to the prmvisions of Section 47-B.5, Hawaii Revised Statutes. SECTION 4. The fully registered Refunding Bonds, if any, initially issued shall be substantially in the form of the -11- aforesaid bearer Refunding Bonds with coupons attached as set forth in Section 3 hereof (except no coupons shall be attached) with the following variations and omissions from and insertion in said form as set forth in said Section 3: (1) The first paragraph of the form of fully registered Refunding Bond shall be changed from the form of the first para- graph of the bearer Refunding Bond set forth in Section 3 hereof so as to read: "The County of Hawaii, State of Hawaii, for value received, hereby promises to pay to or registered assigns,, on the fifteenth day of May, unless this bond shall be subject to prior redemption and shall have theretofore been called for previous redemption and payment of the redemption price duly made or prmvided for, the principal sum of upon presentation and surrender of this bond, and to pays interest on such principal sum from the date hereof until payment of said principal sum in full at the rate of percentum ( %) per annum, payable on the fifteenth day of May and the fifteenth day of November in each year. This bond as to principal, interest and redemption price will be payable in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, at the office of the Director of Finance of the County of Hawaii, in Hilo, Hawaii, by check or draft mailed to the registered owner hereof at his address as it appears on the books of registry kept pursuant to the ordinance authorizing the bonds of the series of which this bond is one." (2) The third paragraph of the form of fully registered Refunding Bond shall be changed from the ghird paragraph of the form of the bearer Refunding Bond set forth in Section 3 hereof so as to read: "In the event this bond shall be subject to prior redemption as aforesaid and is called for such redemption, notice of redemption shall be mailed, at least once not less than thirty days prior to the date fixed for the redemption thereof, to the registered holder of this bond at his address as shown on the books of registry. If this bond be of a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any multiple thereof may be redeemed, and if less than all of the principal sum hereof is to be redeemed, in such case upon the surrender of this bond there shall be issued to the registered owner hereof, without charge therefor, for the then unredeemed balance of the principal sum hereof, fully registered bonds of like series, maturity and interest rate in the denomination equal to the unredeemed portion. -12- If this bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption duly given, and if on or before the date fixed for such redemption payment of the principal amount hereof to be redeemed and the applicable redemption premium and the interest accrued on such principal amount to the redemption date shall be duly made or provided for, interest on the principal amount to be redeemed shall cease to accrue from and after the redemption date." (3) There shall be inserted in the form of the fully registered Refunding Bond a new paragraph immediately after the third paragraph of the form of the bearer Bond with coupons attached set forth in Section 3 hereof which new paragraph shall read: "The bonds of the series of bonds of which this bond is one are issuable as coupon bonds, in the denomination of $5,000. Subject to the limitations provided in the ordinance authorizing the series of which this bond is one this bond may be exchanged at the principal office of Manufacturers Hanover Trust Company, New York, New York, for a like aggregate principal amount o£ coupon bonds without the privilege of registration, of the same series, interest rate and: maturity bearing all unmatured coupons." (4) The fully registered Refunding Bond shall have an endorsement thereon in substantially the following form: "NOTICE: No writing below except by the Registrar. "This registered bond is issued in lieu of coupon bond(s) of this series, interest rate and maturity, numbered in the denomination of $5,000 each, aggregating the face value hereof and not contemporaneously outstanding; gnd coupon bond(s) of the same series, interest rate and maturity aggregating the face value hereof and bearing the above serial number (s) has (have) been reserved and will be issued in exchange for and upon surrender of this registered bond all as provided in the within bond." (5) The fully registered Refunding Bond shall have pro- vision for the assignment of such Refunding Bond which assignment shall be in substantially the following form: "For value received hereby sells, assigns and transfers unto the within-mentioned bond and hereby irrevocably constitutes and appoints attorney in fact, to transfer the same on the books of registry with full power of substitution in the premises. Dated: -13- "NOTE: The signature to this assignment must correspond with the name as written on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever." SECTION 5. The Director of Finance will keep or cause to be kept at his office sufficient books for the registration of the Refunding Bonds initially issued. SECTION 6. The fully registered Refunding Bonds, if any, initially issued may be exchanged at the principal office of Manufacturers Hanover Trast Company, in New York, New York, for a like aggregate principal amount of coupon bonds without privilege of registration, of the same series, interest rates and maturity. Such exchange shall be without cost to the holder of said fully registered Refunding Bond. SECTION 7. The full faith and credit of the County of Hawaii shall be and hereby is pledged to the payment of the principal of and interest on the Refunding Bonds. For the pay- ment of the principal of and interest on the Refunding Bond there shall be levied ad valorem taxes without limitation as to rate or amount on all the real property subject to taxation by the County of Hawaii. In order to provide for the payment, in whole or in part, of the Refunding Bonds, there is hereby created a special trust fund of the County of Hawaii to be known as the "1978 Sinking Fund" (the "1978 Sinking Fund") to be held by the Director of Finance of the County of Hawaii separate and apart from all other funds of said County. The moneys transferred to the 1978 Sinking Fund shall forthwith be applied to the purchase of direct obligatinns of the United States of America (the "Government Obligations") in the principal amounts hereinafter set forth. On the day o£ delivery of and payment for the Refunding Bonds, the Director of Finance of the County of Hawaii shall transfer $ of the moneys then held by him for the -14- purpose of paying principal of and interest on the Outstanding Bonds into the 1978 Sinking Fund and shall retain the balance of such moneys for the payment of the interest on the Refunding Bonds due on December 1, 1978. The moneys so transferred to the 1978 Sinking Fund shall be invested in Government Obligations maturing not later than August 15, 1978. On or before each date set Forth in the table below, the County of Hawaii shall cause to be deposited in the 1978 Sinking Fund such amount of money as shall, together with the investment income if any, then on deposit in the 1978 Sinking Fund, be sufficient to purchase on such date Government Obligations in the principal amount set forth opposite such date in the table below: Date of Deposit and Purchase August 15, 1978 August 15, 1979 August 15, 1980 November 15, 1980 November 15, 1981 August 15, 1982 August 15, 1983 August 15, 1984 November 15, 1985 November 15, 1986 November 15, 1987 Type and Principal Amount of Government Obligations to be Purchased The principal of any Government Obligations maturing on any date which is in excess of the amounts required to pay the principal of and interest on the Refunding Bonds .maturing on such date shall be held in the 1978 Sinking Fund and reinvested to the extent practicable in other Government Obligations maturing on or before the next principal maturity of the Refunding Bonds. After all the Refunding Bonds have been retired or irrevocable provision has been made for the payment of the principal of and interest and redemption premium, if any, on all Refunding Bonds, no further deposits shall thereafter be made or required and any moneys and securities then on deposit in the 1978 Sinking Fund shall be transferred to the general Fund of the County of Hawaii -15- and applied as are other moneys in such fund. No holder of any Refunding Bond shall be entitled or may require the application of the moneys and securities on deposit in the 1978 Sinking Fund to the retirement or redemption of his Refunding Bond except at the times and in the amounts provided in this ordinance. SECTION S. From the proceeds o£ the Refunding Bonds there shall be deposited as follows: (1) an amount, if any, equal to the interest accrued on the Refunding Bonds from the date thereof to the date of delivery thereof and payment therefor shall be deposited with the Director of Finance to be applied to the payment of the interest on the Refudding Bond due on November 1, 1978; (2) $ shall be deposited under the Refunding Trust Agreement, hereinafter referred to, which deposit shall be, and is hereby made, irrevocable; (3) the balance of such proceeds shall be deposited with the Director of Finance, to be used to pay expenses incurred in connection with the issuance of the Refunding Bonds and the refunding of the Outstanding Bonds. As provided in the Refunding Trust Agreement, hereinafter referred to, $ of the proceeds of the Refunding Bonds deposited under the Refunding Trust Agreement pursuant to paragraph (2) above, shall be invested in Federal obligations (as defined in the Refunding Trust Agreement), maturing as to principal and interest in such amounts and at such times as shall, together with the balance of such proceeds so deposited, be sufficient to provide for the payment of the principal of and interest on the Outstanding Bonds as the same shall become due and payable. The proceeds of the Refunding Bonds shall not be used in a manner that would cause the Refunding Bonds to be "arbitrage bonds" -i6- under Section 103(c)(2) of the U. S. Internal Revenue Code of 1954. To that end, the County of Hawaii shall comply throughout the term of the Refunding Bonds with the requirements of said Section 103(c) of the United States Internal Revenue Code of 1954, as amended, and the applicable regulations of the Internal Revenue Service adopted thereunder. The provisions of this paragraph shall be a covenant with the purchasers from time to time of the Refunding Bonds. SECTION 9. The Director of Finance is hereby authorized and directed to negotiate the sale of the Refunding Bonds, as permitted by Section 47-52, Hawaii Revised Statutes, as amended by Act 41, Session Laws of Hawaii 1978, with such persons, firms or corporations as he deems appropriate. Any contract for the purchase of the Refunding Bonds shall be approved by resolution of this Council. The rate or rates of interest contained in such contract for the purchase of the Refunding Bonds shall be the rate or rates said Bonds shall bear and shall be inserted in Section 2 of this ordinance prior to the final reading hereof. SECTION 10. The Mayor and County Clerk are hereby authorized, for and on behalf of the County of Hawaii, to execute such agree- ments and give such directions as shall be necessary to carry out the provisions of this ordinance, including (i) the execution and delivery of a Refunding Trust Agreement, to be dated as o£ the fifteenth day of May, 1978, substantially in the form thereof presented at this meeting and filed with the minutes of this meeting, with such modifications thereto as the Mayor upon the advice of counsel to the County approves and (ii) the execution and delivery of a Securities Purchase Agreement, to be dated as of the fifteenth day of May, 1978, substantially in the form thereof presented at this meeting and filed with the minutes of this meeting with such modifications thereto as the Mayor upon the advice of counsel to the County approves. The execution of said Refunding Trust Agreement and Securities Purchase Agreement by -17- the Mayor shall be conclusive evidence of the approval of any modification thereto from the form thereof presented to this meeting. The bank or banks with which the aforesaid Refunding Trust Agreement and Securities Purchase Agreement shall be entered ind~o shall be appointed pursuant to resolution of this Council. SECTION 11. The Director of Finance and all officials of the County of Hawaii are hereby authorized to take such action and execute each orders, receipts and other documents as may be necessary in order to effectuate the sale and delivery of the Refunding Bonds or any portion thereof, the preparation and execution of the Refunding Bonds and the refunding of the Out- standing Bonds in accordance with this ordinance, and applicable law. SECTION 12. This ordinance shall take effect upon its approval. INTRODUCED BY: i ~~ Counci o~ ty of Hawaii Date of Introduction: May 6, 1978 Date of Adoption: Effective Date: -19- FORM OF PROPOSED REFUNDING TRUST AGREEMENT THIS REFUNDING TRUST AGREEMENT (the "Agreement") made and entered into as of the fifteenth day of May, 1978, between the COUNTY OF HAWAII, STATE OF HAWAII (the "County"), and (the "Refunding Trustee"). W I T N E S S E T H: (1) Pursuant to Resolution No. 480 adopted by the Board of Supervisors of the County of Hawaii on September 20, 1949, there have heretofore been issued $300,000 principal amount of Water System Bonds, 1949 Issue dated November 15, 1949 (the "1949 Bonds"), of which there were outstanding on May 1, 1978, $12,000, and all of which outstanding Bonds, pursuant to their terms, mature on November 15, 1978; (2) pursuant to Resolution No. 440 adopted by the Board of Supervisors of the County of Hawaii on June 4, 1958, there have heretofore been issued $900,000 principal amount of Public Improvement Bonds of the County of Hawaii dated as of August 1, 1958 (the "1958 Bonds"), of which there were outstanding on May 1, 1978, $50,000, and all of which out- standing bonds pursuant to their terms, mature on August 1, 1978; (3) pursuant to Resolution No. 538 adopted by the Board of Supervisors of the County of FIawaii on September 7, 1960, there have heretofore been issued $2,500,000 principal amount of Public Improvement Bonds, 1960, of the County of Hawaii dated as of November 1, 1960 (the "1960 Bonds"), of which there were outstanding on May 1, 1978, $625,000, and which outstanding bonds, pursuant to their terms, mature serially $125,000 bonds on November 1 in each of the years 1978 to 1982, inclusive; (4) pursuant to Resolution No. 139 adopted by the Board of Supervisors of the County of Hawaii on May 24, 1963, there have heretofore been issued $1,450,000 principal amount of Public Improvement Bonds, Series A, of the County of Hawaii dated as of July 1, 1963 (the "1963A Bonds"), of which there were outstanding on May 1, 1978, $490,000, and which outstanding bonds, pursuant to their terms, mature serially $80,000 bonds on July 1 in each of the years 1978 to 1981, inclusive, and $85,000 bonds on July 1 in each of the years 1982 and 1983; (5) pursuant to Resolution No. 209 adopted by the Board of Supervisors of the County of Hawaii on August 7, 1963, there have heretofore been issued $1,350,000 principal amount of Public Improvement Bonds, Series B, of the County of Hawaii dated as of September 1, 1963 (the "1963B Bonds"), of which there were outstanding on May 1, 1978, $450,000, and which outstanding bonds, pursuant to their terms, mature serially $75,000 bonds on September 1 in each of the years 1978 to 1983, inclusive; (6) pursuant to Ordinance No. 342 enacted by the Council of the County of Hawaii on October 1, 1970, there have heretofore been issued $10,000,000 principal amount of Public Improvement Bonds, Series 1970, of the County of Hawaii dated as of November 1, 1970 (the "1970 Bonds"), of which there were outstanding on May 1, 1978, $7,220,000, and which outstand- ing bonds, pursuant to their terms, mature serially $555,000 bonds on November 1 in each of the years 1978 to 1990, inclusive; (7) pursuant to Ordinance No. 465 enacted by the Council of the County of Hawaii on April 19, 1972, there have heretofore been issued $10,000,000 principal amount of Public Improvement Bonds, Series 1972, of the County of -2- Hawaii dated as of June 1, 1972 (the "1972 Bonds"), of which there were outstanding on May 1, 1978, $8,325,000, and which outstanding bonds, pursuant to their terms, mature serially $555,000 bonds on June 1 in each of the years 1978 to 1992, inclusive; (8) pursuant to Ordinance No. 6 enacted by the Council of the County of Hawaii on November 20, 1973, there have heretofore been issued $5,000,000 principal amount of Public Improvement Bonds, 1974 Series A, of the County of Hawaii dated as of February 1, 1974 (the "1974A Bonds"), of which there were outstanding on May 1, 1978, $4,440,000, and which outstanding bonds, pursuant to their terms, mature serially $280,000 on February 1 in each of the years 1979 to 1986, inclusive, and $275,000 bonds on February 1 in each of the years 1987 to 1994, inclusive; (9) pursuant to Ordinance No. 51 enacted by the Council of the County of Hawaii on August 21, 1974, and Resolution No. 292 adopted by the Council of the County of Hawaii on October 23, 1974, there have heretofore been issued $5,000,000 principal amount of Public Improvement Bonds, 1974 Series B, of the County of Hawaii dated as of November 1, 1974 (the "1974B Bonds"), of which there were outstanding on May 1, 1978, $4,720,000, and which outstanding bonds, pursuant to their terms, mature serially $280,000 bonds on November 1 in each of the years 1978 to 1986, inclusive, and $275,000 bonds on November 1 in each of the years 1987 to 1994, inclusive; (10) pursuant to Ordinance No. 139 enacted by the Council of the County of Hawaii on August 20, 1975, and Resolution No. 569 adopted by the Council of the County of Hawaii on May 7 1976, there have heretofore been issued $7,000,000 principal amount of Public Improvement Bonds, 1976 Series A, of the County of Hawaii dated as of May 1, 1976 (the "1976A Bonds"), all of -3- which $7,000,000 were outstanding on May 1, 1978, and which outstanding bonds, pursuant to their terms, mature serially $385,000 bonds on May 1 in each of the years 1979 to 1982, inclusive, and $390,000 bonds on May in each of the years 1983 to 1996 inclusive; and (11) pursuant to Ordinance No. 271 enacted by the Council of the County of Hawaii on May 4, 1977, there have heretofore been issued $5,000,000 principal amount of Public Improvement Bonds, 1977 Series B, of the County of Hawaii dated as of August 1, 1977 (the "1977B Bonds"), all of which $5,000,000 were outstanding on May 1, 1978, and which outstanding bonds, pursuant to their terms, mature serially $280,000 bonds on August 1, in each of the years 1980 to 1989, inclusive, and $275,000 bonds on August 1 in each of the years 1990 to 1997, inclusive. The Refunding Trustee is appointed pursuant to Resolution No. i_ of the Council of the County adopted May , 1978. The County has issued thousand dollars ($ million principal amount of its Public Improvement Refunding Bonds, 1978 Series (the '°Refunding Bonds") to provide moneys for deposit with the Refunding Trustee and to take such other actions, as shall be necessary and sufficient to cause the 1949 Bonds, the 1958 Bonds, the 1960 Bonds, the 1963A Bonds, the 1963B Bonds, the 1970 Bonds, the 1972 Bonds, the 1974A Bonds, the 1974B Bonds, the 1976A Bonds and the 1977B Bonds, (collectively the "Outstanding Bonds") to be refunded in advance of maturity and wishes to enter into this Agreement to carry out such purpose. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein set forth, the County and the Refunding Trustee agree as follows: -4- SECTION 1. In order to secure the payment of the principal and interest on the Outstanding Bonds, the County hereby pledges and sets over to the Refunding Trustee, in trust for the benefit and security of the holders of the Outstanding Bonds and the coupons, if any, appurtenant thereto, subject to the terms and conditions hereinafter set forth, the sum of $ derived from the proceeds of sale of the Refunding Bonds, which shall be deposited by the Refunding Trustee in the Refunding Trust Fund hereinafter referred to. The Trustee acknowledges receipt of the fore- going amount. The County and the Refunding Trustee agree that the amounts deposited in the Refunding Trust Fund pursuant to this section together with the investment income derived therefrom will be sufficient to pay the principal of and in- terest on the Outstanding Bonds as the same shall become due and payable. There is hereby created with the Refunding Trustee a special and irrevocable trust fund designated the "County of Hawaii, State of Hawaii 1978 Refunding Trust Fund" (the '°Refunding Trust Fund"). SECTION 2. Immediately upon the execution of this Agreement, the Refunding Trustee shall invest S of the amount deposited with it pursuant to Section 1 hereof in the United States Treasury Certificates of Indebtedness, Bonds and NotesState and Local Government Series (the "Federal Obligations") listed in Schedule A attached hereto, said Federal Obligations being of the type described in the -5- ordinance authorizing the Refunding Bonds. The Refunding Trustee shall make no investments of moneys deposited with the Refunding Trustee hereunder and shall not invest any income or proceeds therefrom, other than as set forth herein. SECTION 3. The Refunding Trustee shall collect on the due dates thereof the principal of and interest on the Federal Obligations on desposit with it and shall apply the principal and interest so received to the payment of the principal of and interest on the Outstanding Bonds as the same shall become due and payable. The Director of Finance of the County shall, by written instructions, direct the Refunding Trustee as to the place or places and time or times of said payments. SECTION 4. The Refunding Trustee agrees to pay the paying agents for the Outstanding Bonds all fees due them and to reimburse such paying agents upon their request for all expenses, disbursements and advances incurred by them in connection with the performance of their duties under the respective ordinance or resolution authorizing such bonds. In consideration of the services to be rendered by the Refunding Trustee under this Agreement the County agrees to pay the Refunding Trustee its proper fees and to reimburse the Refunding Trustee upon its request for all reasonable expenses, disbursements and advances incurred by the Refunding Trustee in connection with the administration of this Agree- ment and performance of its duties hereunder (including the compensation, expenses and disbursements of its agents and legal counsel and the expenditures incurred by it pursuant -6- to this section) from any moneys of the County lawfully available therefor, but the Refunding Trustee shall have no lien whatsoever upon any of the moneys or Federal Obligations held by it hereunder for the payment of such fees and expenses. This Agreement shall cease on August 2, 1997. If the Refunding Trustee shall then be holding in any of the funds hereunder any moneys or securities, it shall dispose of them in accordance with the direction of the Director of Finance of the County. IN WITNESS WHEREOF, the parties hereto have executed this instrument, each in the manner most appropriate to it, on the date first above written. COUNTY OF HAWAII, STATE OF HAWAII By Mayor [SEAL] ATTEST: County Clerk By Vice President [SEAL] ATTEST: -7- SCHEDULE A List of Designated Securities United States Treasury Certificates of Indebtedness - State and Local Government Series: Principal Amount Interest Rate Maturity Date United States Treasury Notes - State and Local Govern- ment Series: Principal Amount Interest Rate Maturity Date FORM OF PROPOSED SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT dated as of this fifteenth day of May, 1978 between the COUNTY OF HAWAII, STATE OF HAWAII (the "County") and a national banking association organized under the laws of the United States of America (the "Bank"). WHEREAS, the County will issue $ Public Improvement Refunding Bonds, 1978 Series (the "Refunding Bonds") for the purpose of refunding in advance of maturity certain of its presently outstanding general obligation bonded indebtedness; WHEREAS, pursuant to an ordinance enacted by the Council of the County on 1978 (the "Ordinance"), a separate special fund (the "1978 Sinking Fund") has been established for the payment in part of the Refunding Bonds; WHEREAS, pursuant to the Ordinance the County will deposit into the 1978 Sinking Fund on the date of delivery of and payment for the Refunding Bonds and on or before certain specified dates, funds sufficient to purchase direct obliga- tions of the United States of America (the "Government Obligations") in the principal amounts, on the dates (the "Delivery Dates") and at the prices (the "Purchase Prices") set forth in Annex A to this Agreement, plus in each case, accrued interest to the respective Delivery Date; WHEREAS, the County wishes to assure investment of the amounts to be deposited in 1978 Sinking Fund at favorable rates; and WHEREAS, the Bank wishes to sell the necessary Government Obligations to the County. NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows: 1. The Bank hereby agrees to sell to the County and the County hereby agrees to purchase from the Bank Govern- ment Obligations in the amounts, on the Delivery Dates and at the Purchase Prices set forth in Annex A to this Agreement, plus, in each case, accrued interest to the respective Delivery Date but solely from moneys on deposit in the 1978 Sinking Fund. 2. The Bank shall have no obligation hereunder other than to deliver Government Obligations to the County against payment therefor, in immediately available funds in the amounts, on the Delivery Dates and at the Purchase Prices set forth in Annex A attached hereto, plus, in each case, accrued interest to the respective Delivery Date. All Government Obligations, when delivered by the Bank to the County, to the extent registrable, shall be registered for payment in the name of the County and, to the extent not so registrable, shall be in negotiable form. All expenses of registration and all other expenses of delivery to the County shall be borne by the Bank. 3. If the Bank fails to tender for delivery on any Delivery Date the amount of Government Obligations which -2- it has contracted to tender on such Delivery Date and such failure shall continue for five days, then, and in such event, the County shall have the right to promptly purchase for any seller the same amount and type of Government Obligations ("Substitute Obligations"), and the Bank shall pay to the County for deposit in the 1978 Sinking Fund, on demand, damages in an amount equal to: (i) the difference between the price which the County shall have paid to purchase the Substitute Obliga- tions (excluding therefrom accrued interest) and the Purchase Price set forth in Annex A attached to this Agreement for the Government Obligations which the Bank failed to tender; and (ii) incidental costs and expenses (including legal fees) incurred by the County in connection with the purchase of the Substitute Obligations and the making of such demand on the Bank. 4. If the County fails to tender payment of the full amount due for any of the Government Obligations tendered on any Delivery Date, and such failure shall continue for five days, then, and in such event, the Bank shall have the right to promptly resell such tendered Government Obligations to any other purchaser, and the County shall pay to the Bank, on demand, damages in amount equal to: (i) the difference between the Purchase Price out forth in Annex A attached to this Agreement for the Government Obligations for which the County has failed to tender payment and the price which the Bank receives upon such resale (excluding therefrom accrued interest); and (ii) incidental costs and expenses (including legal fees) incurred by the Bank in connection with such resale and the making of such demand on the County. 5. This Agreement shall be binding upon the County and upon its respective successors, transferees and assigns, -3- and shall inure to the benefit of, and be enforceable by, the Bank and its successors, transferees and assigns. This Agreement may not be assigned by the County without the prior written consent of the Bank. The Bank may assign or transfer this Agreement in whole or in part; provided, however, that in the event of such assignment or transfer the Bank shall not be discharged from any duty or liability with respect to this Agreement. 6. The County represents to the Bank that this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement in accord- ance with its terms of, the County. 7. The Bank represents and warrants to the County that this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement in accordance with its terms of, the Bank; and neither the execution and delivery of this Agreement nor the performance of the obligations of the Bank under this Agreement shall violate any Federal or state law or any other decree, license, permit, or the like which is applicable to the Bank and shall not cause any default by the Bank under any other agreement to which the Bank is subject. 8. The Bank consents to be named in the Official Statement for the Refunding Bonds as a party to this Agree- ment. The County hereby acknowledges that the Bank has assumed no responsibility, and shall not be held responsible, for the validity of the Refunding Bonds or for the adequacy, accuracy or completeness of any statement made in said Official Statement. 9. All notices pursuant to this Agreement shall -4- be sufficient if sent by United States registered or certi- fied mail, delivered postage prepaid, to the attention of the persons listed below and to the party intended as the recipient thereof at the address of such party set forth below, or at such other address or to the attention of such other person as such party shall have designated for such purpose in a written notice complying as to delivery with the terms of this paragraph. The Bank: Attention: The County: County of Hawaii 25 Aupuni Street Hilo, Hawaii 96720 Attention: Director of Finance 10. Nothing expressed or implied herein is intended or shall be construed to confer upon any person, firm or corporation other than the parties hereto any right, remedy or claim by reason of this Agreement or any term hereof, and all terms contained herein shall be for the sole and exclusive benefit of the parties hereto, their successors and, to the extent provided herein, their assigns. 11. This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii. 12. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same document. -5- 13. If one or more provisions of this Agreement or the application of any such provisions to any set of circumstances shall be determined to be invalid or ineffec- tive for any reason, such determination shall not affect the validity and enforceability of the remaining provisions or the application of the same provisions or any of the remaining provisions to other circumstances. IN WITNESS WHEREOF, the parties hereto have caused This Agreement to be duly executed and sealed by their respective officers thereunto duly authorized, as of the day and year first above written. COUNTY OF HAWAII, STATE OF HAWAII By Mayor [Seal] Attest: Secretary By Vice President [Seal] Attest: Assistant Secretary -6- ANNEX A Principal Date Amount Type Price Bill No. 390 - 1978 AN ORINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION REFUN ING BONDS OF TfiE COUNTY OF HAWAII FOR THE PURPOSE OF REFUN ING CERTAIPd OUTSTANDING BONDED INDEBTEDNESS OF SAID COUNT FIXING THE FORM, DENOMINATION AND CERTAIN OTHER FEATU~2ES OF SUCH BONDS; PROVIDING FOR THE PAYMENT OF SAID BONDSt PROVIDING FOR THE RETIREMENT OR REDEMPTION OF THE OONDS,BEING REFUNDED; AND PROVIDING FOR Tf~ SALE OF SAID BONDS. 'his Bill authorizes the issuance of General Obligation Refun ing Bonds of the County of Hawaii for the purpose of refun ing certain outstanding bonded indebtedness of said County; fixing the form, denomination and certain other features of such bonds; providing for the payment of said bonds+ providing for the retirement or redemption of the bondsibeing refunded; and providing for the sale of said bonds: Ijate Introduced: May 6, 19'78 copies of the foregoing Bill, in full, are on file in the Office of the County Clerk for use and examination by th& public. hereby certify that the foregoing Bill passed first readi~g at the meeting of the County Council on May 6, 1978, by th~ following aye and no vote: A1YES: Councilmen Dahlberg, Domingo, Fujii, Garcia, Kawahara, Lai and Tajiri - 7. A7OES: Councilman Sameshima - 1. ABSENT AND EXCUSED: Chairman Yamashiro - 1. ~. ~. ~~ COUNTY CLE COUNTY OF HAWAII ORDINANCE NU. 354 (Bill No. 390 - 1978) AN ORDINANCE AU7"HORIZING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS OF THE COUNTY OF HAWAII FOR THE PURPOSE OF REFUNDING CERTA]:N OUTSTANDING BONDED INDEBTEDNESS OF SAID COUNTY; FIXING 7'HE FORM, DENOMINATION AND CERTAIN OTHER FEATURES OF SUCH BONDS; PROVIDING FOR THE PAYMENT OF SAID BONDS; PROVIDING FOR THE RETIREMENT OR REDEMPTION OF THE BONDS BEING REFiJNDED; AND PROVIDING FOR THE SALE OF SAID BONDS. Date Approved: May 15, 1978 Date Effective: May 15, 1978 Copies of t:he foregoing Ordinance, in full, are on file in the Office of tYie County Clerk i`or use and examination by the public. I hereby certify that the foregoing Ordinance passed second and final. reading at the meeting of the County Council on May 15, 1978, by the following aye and no vote: AYES: Councilmen Dahlberg, Domingo, Fujii, Garcia, Kawa~hara, Lai, Tajiri and Chairman Yamashiro - 8. NOES: Councilman Sameshima - 1. ABSENT AND EXCUSED: None. ~~. ~UNTY DEPUTY CLERK /// COUNTY OF HAWAII