Columbus, Georgia

AN ORDINANCE



NO. _____



AN ORDINANCE AUTHORIZING COLUMBUS CONSOLIDATED GOVERNMENT, LESSEE IN THE

POOLED LEASE PROGRAM SPONSORED BY GEORGIA MUNICIPAL ASSOCIATION, TO

APPROPRIATE AMOUNTS REQUIRED FOR PARTICIPATION IN SAID PROGRAM.



WHEREAS, Lessee is participating in the Georgia Municipal Association, Inc.

("GMA") sponsored pooled lease program (the "Program") for the acquisition of

equipment to be used by participating political subdivisions of the State of

Georgia (the "Equipment"); and



WHEREAS, pursuant to the Program, Lessee entered into (i) a Lease Agreement

dated as of December 1, 1990 by and between GMA and Lessee (the "Lease")

pursuant to which GMA leases the Equipment to the Lessee and (ii) an

Administration and Servicing Agreement initially dated as of December 1, 1990

(the "Servicing Agreement"), and subsequently amended, among Wachovia Bank, as

servicer (the "Servicer"), Wachovia Bank as Trustee, GMA and each lessee

participating in the program (including Lessee), pursuant to which Servicer

services the collection and transmittal of payment for the Leases for GMA and

transfers the moneys collected pursuant to the Servicing Agreement; and



WHEREAS, certificates of participation ("Certificates") have been issued

pursuant to a Trust Agreement dated as of December 1, 1990, by and between

Wachovia Bank as amended, as trustee ("Trustee"), and GMA evidencing undivided

interests in the Lease payments; and



WHEREAS, in connection with the issuance of the Certificates and the creation

of the Program, (i) Municipal Bond Investors Assurance Corporation (the "Credit

Facility Issuer") issued its financial guaranty insurance policy (the "Policy")

and entered into the Reimbursement and Indemnity Agreement by and between the

Credit Facility Issuer, the Trustee, the Servicer and GMA (the "Credit Facility

Reimbursement Agreement"); (ii) Wachovia Bank ("Bank"), has agreed to purchase

Certificates tendered pursuant to tender rights under the Trust Agreement in

accordance with the terms of a Standby Purchase Agreement dated as of December

1, 1990, and subsequently amended by and among the Trust, GMA, the Bank, the

Servicer and the Tender Agent (the "Standby Purchase Agreement"); (iii)

Chemical Bank serves as tender agent (the "Tender Agent") pursuant to a tender

agent agreement dated as of December 1, 1990, and subsequently amended, by and

among the GMA, the Trust, the Servicer, and the Tender Agent (the "Tender Agent

Agreement"); (iv) BT Securities Corporation and at such time as specified in

the Trust Agreement, Chemical Securities, Inc., will serve as remarketing

agents (referred to collectively hereafter as the "Remarketing Agent"),

pursuant to a remarketing agreement dated as of December 1, 1990 by and among

the Remarketing Agent, the GMA, the Tender Agent, the Trustee and the Servicer

(the "Remarketing Agreement"); and



WHEREAS, pursuant to the Lease Agreement, Lessee is required to appropriate

annually the Minimum Annual Appropriated Amount set forth on Schedule A hereof;

and



WHEREAS, in order to give effect to, and comply with, the foregoing agreements

and instruments, and in order to authorize payment of its obligations incurred

thereunder (collectively, the "Program Obligations"), either (i) the Lessee has

available to satisfy Program Obligations uncommitted and unappropriated funds

in its current operating budget in an amount not less than the Minimum Annual

Appropriated Amount as set forth in Schedule A or (ii) the Lessee must amend

its current operating budget in accordance with Title 36, Chapter 36-81-5 of

the Official Code of Georgia Annotated (the "Code") to authorize the payment of

the Program Obligations; and



WHEREAS, if required, in order to amend its current operating budget, the Mayor

and Council of Lessee have heretofore taken the following actions, all in

accordance with Title 36, Chapter 81 of the Code; (i) through the Lessee's

budget officer, prepared a proposed amended budget providing for payment of

Lessee's Program Obligations in accordance with the requirements of Code

Section 36-81-5(b) (the "Amended Budget", a copy of which is attached hereto as

Schedule B) which was previously submitted to the Mayor and Council of the

Lessee, (ii) at the time of receipt of the Amended Budget from the Lessee's

budget officer, placed a copy of the Amended Budget in a public place in the

Lessee, which place is convenient to the resident's of the Lessee; (iii)

conducted a public hearing on the Amended Budget at least one week prior to the

date hereof; and (iv) taken all other action necessary to effect the foregoing;



NOW, THEREFORE, THE COUNCIL OF COLUMBUS, GEORGIA, HEREBY ORDAINS AS FOLLOWS:



Section I. Confirmation and Reaffirmance of Program Obligations. The Lessee

does hereby confirm, ratify and reaffirm all the Program Obligations,

including, expressly, the Lease and the Servicing Agreement.



Section II. Appropriation: Amendment of Budget. In order to give effect to,

comply with, and assume the liabilities associated with, the foregoing

approvals, and authorize the expenditure of the amounts required to be expended

pursuant to the Lease Agreement and the Servicing Agreement the Lessee does

hereby adopt, ratify and approve the Amended Budget attached hereto as Schedule

B or commit those portions of the current budget set forth on Schedule B to the

payment of the Program Obligations and does hereby appropriate and commit

moneys in an amount not less than the Minimum Annual Appropriated Amount to

payment of Program Obligations for the current calendar year.



Section III. No Personal Liability. No stipulation, obligation or agreement

herein contained or contained in the Lease, the Trust Agreement, the Servicing

Agreement, the Standby Purchase Agreement, The Tender Agent Agreement, the

Remarketing Agreement, or the Credit Facility Reimbursement Agreement shall be

deemed to be a stipulation, obligation or agreement of any councilman,

chairman, officer, agent or employee of the Lessee in his or her individual

capacity, and no such council member, chairman, officer, agent or employee of

the Lessee shall be personally liable on the Certificates or be subject to

personal liability or accountability by reason of the issuance thereof.



Section IV. General Authority. From and after the execution and delivery of

the documents hereinabove authorized, the Mayor and the Clerk are hereby

authorized, empowered and directed to do all such acts and things and to

execute all such documents as may be necessary to carry out and comply with the

provisions of said documents as executed and are further authorized to take any

and all further actions and execute and deliver any and all other documents and

certificates as may be necessary or desirable to document compliance with the

Code.



Section V. Actions Approved and Confirmed. All acts and doings of the

officers of the Lessee which are in conformity with the purpose and intents of

this Resolution shall be, and the same hereby are, in all respects approved and

confirmed.



Section VI. Severability of Invalid Provisions. If any one or more of the

agreements or provisions herein shall be held contrary to any express provision

of law or contrary to the policy of express law, though not expressly

prohibited, or against public policy, or shall for any reason whatsoever be

held invalid, then such covenants, agreements or provisions shall be null and

void and shall be deemed separable from the remaining agreements and provisions

and shall in no way affect the validity of any of the other agreements and

provisions hereof or of the Certificates authorized hereunder.



Section VII. Repealing Clause. All Resolutions or ordinances or parts

thereof in conflict with the provisions herein contained are, to the extent of

such conflict, hereby superseded and repealed.



Section VIII. Effective Date. This Ordinance shall take effect immediately

upon its adoption.

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INTRODUCED at a regular meeting of the Council of Columbus, Georgia, held on

the _____Day of _________, 2003; introduced a second time at a regular meeting

held on the _____Day of _________, 2003 and adopted at said meeting by the

affirmative vote of _____ members of said Council.



Councilor Allen voting _______________

Councilor Anthony voting _______________

Councilor Davis voting _______________

Councilor Henderson voting _______________

Councilor Hunter voting _______________

Councilor McDaniel voting _______________

Councilor Turner Pugh voting _______________

Councilor Rodgers voting _______________

Councilor Suber voting _______________

Councilor Woodson voting _______________





______________________________ ________________________

Tiny Washington, Clerk of Council Robert S. Poydasheff, Mayor



Schedule A





1. Columbus Consolidated Government's pro-rata share of the principal amount of

the Georgia Municipal Association Pool is $4,453,164.



2. Columbus Consolidated Government's Minimum Annual Appropriated Amount for

the year ending December 31, 2003 is $1,651,852.74 to wit:







Interest and Administrative Expenses @ 11.25% $ 500,980.95



Basic Lease Payments due November 28, 2003 $1,150,871.79



Total $1,651,852.74







CLERK?S CERTIFICATE





The undersigned Clerk of the Columbus Consolidated Government, DOES

HEREBY CERTIFY that the foregoing pages of typewritten matter pertaining to the

issuance of Certificates of Participation in the Georgia Municipal Association

Pool in the aggregate principal amount of $127,635,000, constitute a true and

correct copy of the Resolution adopted on February__ , 2003, by the City

Council on behalf of Lessee in a meeting duly called and assembled, which was

open to the public, and that the original of said Resolution appears of record

in the Minute Book of the Lessee which is in the undersigned?s custody and

control.



WITNESS my hand and the official seal of the Lessee, this _____ day of

__________________ 2003.











_______________________________________________

Clerk of Council, Columbus Consolidated Government







[City Seal]