An Ordinance
No. _____
AN ORDINANCE OF COLUMBUS, GEORGIA, PROVIDING FOR THE ISSUANCE OF $43,000,000 IN
PRINCIPAL AMOUNT OF WATER AND SEWERAGE REVENUE BONDS, SERIES 2009, PURSUANT TO
AND IN ACCORDANCE WITH AN ORDINANCE ADOPTED DECEMBER 17, 1985, AS AMENDED
DECEMBER 30, 1986, AS AMENDED JUNE 21, 1988, AS AMENDED SEPTEMBER 3, 1991, AS
AMENDED ON JUNE 9, 1992, AS AMENDED ON JUNE 23, 1992, AS AMENDED ON MAY 4,
1993, AS AMENDED ON APRIL 8, 1997, AS AMENDED ON SEPTEMBER 15, 1998, AS AMENDED
ON OCTOBER 9, 2001, AS AMENDED ON NOVEMBER 6, 2001, AS AMENDED ON NOVEMBER 5,
2002, AS AMENDED ON JANUARY 7, 2003, AS AMENDED ON DECEMBER 21, 2004, AND AS
AMENDED ON DECEMBER 19, 2006, FOR FINANCING OR REFINANCING IN WHOLE OR IN PART
THE COST OF CERTAIN ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE WATER AND
SEWERAGE SYSTEM OF COLUMBUS, GEORGIA; REAFFIRMING AND ADOPTING ALL APPLICABLE
TERMS, COVENANTS, PROVISIONS AND CONDITIONS OF SUCH 1985 ORDINANCE, AS AMENDED;
ENLARGING THE SCOPE OF OTHER TERMS, COVENANTS AND PROVISIONS FOR SUCH REVENUE
BONDS; PROVIDING FOR THE CREATION OF CERTAIN FUNDS AND THE REMEDIES OF THE
HOLDERS OF SUCH BONDS; PROVIDING FOR THE ISSUANCE UNDER CERTAIN TERMS OF
ADDITIONAL PARI PASSU WATER AND SEWERAGE REVENUE BONDS ON A PARITY WITH THE
OUTSTANDING SERIES 2002 BONDS, SERIES 2003 BONDS, SERIES 2005 BONDS, SERIES
2007 BONDS AND SERIES 2009 BONDS; AND FOR OTHER PURPOSES:
WHEREAS, under authority of the Revenue Certificate Law of 1937 now the
?Revenue Bond Law? (O.C.G.A. Section 36-82-60 (1982)) and the amendment to the
Charter of the City of Columbus (Ga. Laws 1956, p. 2525), the City by ordinance
of June 5, 1956, combined its water and sewerage systems into one
revenue-producing undertaking; and
WHEREAS, pursuant to an amendment of Article XI, Section I, Paragraph VII, of
the Constitution of Georgia of 1945 (Ga. Laws 1968, p. 1508 et seq., duly
ratified November 5, 1968), the General Assembly of the State of Georgia duly
created the Muscogee County Charter Commission and authorized the consolidation
of the City of Columbus and County of Muscogee, the drafting of a Charter for
such consolidated government and the submission of the same to the voters (Ga.
Laws 1969, p. 3571, et seq.); and
WHEREAS, said Charter Commission duly performed its function under said
constitutional amendment and act of the legislature, and submitted to the
voters of the City of Columbus and County of Muscogee a proposed Charter which
was duly ratified by a majority of the qualified voters voting in the City of
Columbus and County of Muscogee on May 27, 1970; and which became effective
January 1, 1971; and
WHEREAS, the General Assembly of the State of Georgia has ratified, confirmed,
enacted and incorporated said Charter into the Acts of the General Assembly
(Act Number Ex-2, signed October 5, 1971; Ga. Laws Extraordinary Session 1971,
p. 2007 et seq., as amended by Act Number Ex-3, signed October 5, 1971; Ga.
Laws Extraordinary Session 1971, p. 2133 et seq.); and
WHEREAS, under the authority of the Revenue Bond Law and pursuant to the
provisions of an ordinance of December 17, 1985 (the ?1985 Ordinance?), as
amended by an ordinance of December 30, 1986 (the ?1986 Ordinance?), as amended
by an ordinance of June 21, 1988 (the ?1988 Ordinance?), as amended by an
ordinance of September 3, 1991 (the ?1991 Ordinance?), as amended by an
ordinance of June 9, 1992, as amended June 23, 1992 (the ?1992 Ordinance?), as
amended by an ordinance of May 4, 1993 (the ?1993 Ordinance?), as amended by an
ordinance of April 8, 1997 (the ?1997 Ordinance?), as amended by an ordinance
of September 15, 1998 (the ?1998 Ordinance?), as amended by an ordinance of
October 9, 2001, as supplemented on November 6, 2001 (the ?2002 Ordinance?), as
amended by an ordinance of November 5, 2002, as supplemented on January 7, 2003
(the ?2003 Ordinance?), as amended by an ordinance of December 21, 2004 (the
?2004 Ordinance?), and as amended by an ordinance of December 19, 2006 (the
?2006 Ordinance? and together with the 1985 Ordinance, the 1986 Ordinance, the
1988 Ordinance, the 1991 Ordinance, the 1992 Ordinance, the 1993 Ordinance, the
1997 Ordinance, the 1998 Ordinance, the 2002 Ordinance, the 2003 Ordinance and
the 2004 Ordinance, hereinafter sometimes collectively referred to as the
?Prior Ordinance?), Columbus, Georgia has issued and delivered $44,440,000 in
original principal amount of Series 1985 Bonds (all of which have been paid in
full) (the ?Series 1985 Bonds?), $13,480,000 in original principal amount of
Series 1986 Bonds (all of which have been paid in full) (the ?Series 1986
Bonds?), $20,000,000 in original principal amount of Series 1988 Bonds (all of
which have been paid in full) (the ?Series 1988 Bonds?), $41,850,000 in
original principal amount of Series 1991 Bonds (all of which have been paid in
full) (the ?Series 1991 Bonds?), $50,195,000 in original principal amount of
Series 1992 Bonds (all of which have been paid in full) (the ?Series 1992
Bonds?), $56,935,000 in original principal amount of Series 1993 Bonds (all of
which have been paid in full) (the ?Series 1993 Bonds?), $12,500,000 in
original principal amount of Series 1997 Bonds (all of which have been paid in
full) (the ?Series 1997 Bonds?), $2,365,000 in original principal amount of
Series 1998 Bonds (all of which have been paid in full) (the ?Series 1998
Bonds?), $37,120,000 in original principal amount of Series 2002 Bonds
($7,980,000 of which are outstanding) (the ?Series 2002 Bonds?), $50,865,000 in
original principal amount of Series 2003 Bonds ($43,085,000 of which are
outstanding) (the ?Series 2003 Bonds?), $45,705,000 in original principal
amount of Series 2005 Bonds (all of which are outstanding) (the ?Series 2005
Bonds?), and $40,000,000 in original principal amount of Series 2007 Bonds (all
of which are outstanding) (the ?Series 2007 Bonds?) (hereinafter sometimes
collectively referred to as the ?Prior Bonds?) having a first lien on the net
revenues of the water and sewerage system; and
WHEREAS, pursuant to the Acts of the General Assembly of Georgia (Ga. Laws
1902, p. 370 et seq., as amended; Ga. Laws 1929, p. 978 and Ga. Laws 1956, p.
2525 et seq.) the ?Board of Water Commissioners? of the City of Columbus was
created to supervise and control the building, construction, operation and
management of the water works system and all water and sewerage facilities of
said city within and without its corporate limits in the County of Muscogee,
said Board being charged with exclusive jurisdiction, control and management of
all water and sewerage facilities, with powers, including but not limited to,
the power to establish and charge reasonable rates, to combine and operate the
water and sewerage systems as one revenue producing undertaking, and to charge
separately or col?lectively for such services; and
WHEREAS, pursuant to the legislative authority aforesaid the Board of Water
Commissioners has undertaken to provide water and sewer services within
Muscogee County; and
WHEREAS, the Charter of Columbus, Georgia provides in part:
?Seq. 4-600. Board of Water Commissioners; Laws Continued in Force; Terms
Construed.
(1) On the effective date of this Charter, the Board of Water Commissioners,
established pursuant to an Act of the General Assembly of Georgia, approved
December 3, 1902 (Ga. L. 1902, p. 370 et seq.), as amended, shall continue its
operations without interruption resulting from the adoption of this Charter and
said Act as now or hereafter amended is hereby continued in unimpaired force
and effect; provided, however, that as used in said Act the terms ?City of
Columbus? or ?Muscogee County? shall be construed to mean Columbus, Georgia,
and the term ?Mayor and Board of Aldermen? shall mean ?Council of Columbus,
Georgia?; and
WHEREAS, the ?Department of Utilities? created by said Charter is under the
control and supervision of the Board of Water Commissioners (Seq. 4-502); and
WHEREAS, the Board of Water Commissioners continues to exercise all of its
powers and duties provided under the act of the General Assembly of Georgia
approved December 3, 1902 (Ga. L. 1902, p. 370 et seq.) as amended; and
WHEREAS, in anticipation of the need to make further improvements, alterations,
additions and extensions to the Columbus, Georgia water and sewerage system,
Article V, Section 508 of the Prior Ordinance provided for the issuance by
Columbus, Georgia (the ?Issuer?) of additional revenue bonds or obligations
from time to time having as their security the same lien on the revenues of the
water and sewerage system as the Prior Bonds, provided all of the following
conditions are met:
All capitalized terms are defined in the 1985 Ordinance.
?(a) The Secretary of the Columbus Water Works shall certify that none of the
bonds outstanding hereunder are in default as to principal and interest and
that the Issuer is in substantial compliance with the terms and conditions of
this Ordinance.
(b) An independent certified public accountant, or firm thereof, shall certify
in triplicate to the governing authority of the Issuer and the Board of Water
Commissioners that the payments covenanted to be made into the Sinking Fund,
including the Reserve Account therein, as the same may have been enlarged and
extended in any proceedings authorizing the issuance of any additional parity
bonds, are currently being made in the full amount as required and said
accounts are at their proper balances.
(c) An independent certified public accountant, or firm thereof, shall certify
in triplicate to the governing authority of the Issuer and the Board of Water
Commissioners that the Net Earnings of the System for a period of twelve (12)
consecutive months out of the period of twenty-four (24) consecutive months
preceding the month of adoption of the proceedings authorizing the issuance of
such additional bonds have been equal to at least 1.25 times the highest
combined Principal and Interest Requirement for any succeeding sinking fund
year on the Series 1985 Bonds and any issue or issues of additional parity
bonds then outstanding and on the bonds proposed to be issued.
In lieu of the foregoing procedure, the Board of Water Commissioners, upon
compliance with the requirements of paragraphs (a), (b), (d) and (e) of this
Section 508, may issue additional parity bonds if a new schedule of rates,
tolls, fees and charges for the services and facilities furnished by the System
shall have been adopted at least sixty (60) days prior to the adoption of the
proceedings authorizing the issuance of such additional parity bonds and an
independent certified public accountant, or firm thereof, shall certify in
triplicate to the governing authority of the Issuer and the Board of Water
Commissioners that had this new rate schedule been in effect during the period
described in the first sentence of the preceding paragraph the Net Earnings of
the System would have equaled the requirements of the above formula.
(d) The governing authority of the Issuer shall pass proper proceedings
reciting that all of the above requirements have been met, shall authorize the
issuance of said bonds and shall provide in such proceedings, among other
things, the date such bonds shall bear, the rate or rates of interest on such
parity bonds, maturity dates and redemption provisions. The interest on the
bonds of any such issue shall fall due on May 1 or November 1 of each year, and
the bonds shall mature in installments on November 1, but, as to principal, not
necessarily in each year or in equal installments. Any such proceeding or
proceedings shall require the Issuer to increase the monthly payments then
being made into the Sinking Fund to the extent necessary to provide for the
payment of the principal of and the interest on the bonds of this series and on
all such parity bonds therewith then outstanding and on the bonds proposed to
be issued as the same mature in the then current sinking fund year, and to
deposit within the Reserve Account on the date of issuance of such additional
parity bonds an amount (either in cash or by increasing the aggregate amount
available under Debt Service Reserve Surety Bonds) at least equal to the then
applicable Reserve Requirement, and to thereafter maintain the Reserve Account
equal to the Reserve Requirement. Any such proceeding or proceedings shall
restate and reaffirm, by reference, all of the applicable terms, conditions and
provisions of this Ordinance.
(e) Such additional bonds or obligations and all proceedings relative thereto,
and the security therefor, shall be validated as prescribed by law.?
WHEREAS, it appears that it is also now necessary and essential to make further
improvements, alterations, additions and extensions to the Columbus, Georgia
water and sewerage system, and after consideration, it is deemed advisable at
this time to make such improvements, alterations, additions and extensions at a
cost of approximately $42,000,000; and
WHEREAS, in connection with the aforesaid financing, in whole or in part, of
the costs of certain additions, extensions and improvements to the water and
sewerage system, the Issuer will enter into the Bond Purchase Agreement (the
?Bond Purchase Agreement?) with Merchant Capital, L.L.C., on behalf of itself
and as representative of SunTrust Robinson Humphrey, Inc. and Synovus
Securities, Inc., as underwriter (the ?Underwriter?); and
WHEREAS, in connection with the aforesaid financing, in whole or in part, of
the costs of certain additions, extensions and improvements to the water and
sewerage system, the Issuer will prepare the Preliminary Official Statement
(the ?Preliminary Official Statement?) and the Official Statement (the
?Official Statement?); and
WHEREAS, the Issuer would like to purchase a municipal bond insurance policy
(the ?Policy?) issued by [Bond Insurer] (the ?Bond Insurer?) to guarantee the
principal of and interest on the hereinafter defined Series 2009 Bonds when
due; and]
WHEREAS, the Issuer would like to purchase a municipal bond debt service
reserve insurance policy (the ?Reserve Policy?) issued by the Bond Insurer in
connection with the debt service reserve fund for the hereinafter defined
Series 2009 Bonds; and]
WHEREAS, in consideration by the Bond Insurer of its Reserve Policy, the Issuer
and the Bond Insurer will enter into an Insurance Agreement (the ?Insurance
Agreement?); and]
WHEREAS, the Prior Bonds are the only presently outstanding obligations having
as security for the payment thereof and interest thereon a lien on the revenues
of the water and sewerage system; and
WHEREAS, the Issuer is complying and will comply in all respects with the Prior
Ordinance, and is making the monthly payments into the ?Water and Sewerage
System Sinking Fund? as required by the Prior Ordinance; and
WHEREAS, it appears that the most feasible plan to accomplish the needed
improvements, alterations, additions and extensions, is by the issuance and
sale of additional water and sewerage revenue bonds payable from the revenues
of the water and sewerage system pari passu with the Prior Bonds; and
WHEREAS, as required by the Prior Ordinance (i) the Secretary of Columbus Water
Works has certified that none of the Bonds outstanding is in default as to
principal or interest and that the Issuer is in substantial compliance with the
terms and conditions of the Prior Ordinance; (ii) Robinson, Grimes & Co., P.C.,
Columbus, Georgia, have certified that the payments covenanted to be made in
Section 502(2) of Article V of the Prior Ordinance, are current in the full
amounts required and the accounts and funds are at their proper balances; and
(iii) Robinson, Grimes & Co., P.C., Columbus, Georgia, have certified that the
Net Earnings of the System for a period of twelve (12) consecutive months out
of the period of twenty-four (24) consecutive months preceding the month of
adoption of this ordinance have been at least equal to one and twenty-five
hundredths (1.25) times the highest combined principal and interest requirement
for any succeeding Sinking Fund Year on the Prior Bonds and the bonds herein
authorized to be issued.
NOW, THEREFORE, BE IT ORDAINED that all terms, conditions and covenants of the
Prior Ordinance, shall remain in full force and effect and nothing contained
herein shall be construed as adversely affecting the rights and interests of
the holders of the Prior Bonds.
BE IT FURTHER ORDAINED by the authority aforesaid, and it is hereby ordained by
authority of the same, that in connection with the financing, in whole or in
part, the costs of certain additions, extensions and improvements to the water
and sewerage system, the execution, delivery and performance of the Bond
Purchase Agreement in the form presented at the meeting on June 2, 2009 is
hereby approved by the Issuer, and the Mayor of the Issuer be and is hereby
authorized and directed to execute and deliver the Bond Purchase Agreement for
and on behalf of the Issuer and the Clerk of the Issuer be and is hereby
authorized and directed to attest same and impress the official seal of the
Issuer thereon.
BE IT FURTHER ORDAINED by the authority aforesaid, and it is hereby ordained by
authority of the same, that in connection with the financing, in whole or in
part, the costs of certain additions, extensions and improvements to the water
and sewerage system, the execution, delivery and performance of the Insurance
Agreement in the form presented at the meeting on June 2, 2009 is hereby
approved by the Issuer, and the Mayor of the Issuer be and is hereby authorized
and directed to execute and deliver the Insurance Agreement for and on behalf
of the Issuer and the Clerk of the Issuer be and is hereby authorized and
directed to attest same and impress the official seal of the Issuer thereon.
BE IT FURTHER ORDAINED by the authority aforesaid, and it is hereby ordained by
authority of the same, that in connection with the aforesaid financing, in
whole or in part, the costs of certain additions, extensions and improvements
to the water and sewerage system, that the execution, delivery and performance
of the Preliminary Official Statement in the form presented at the meeting on
June 2, 2009 is hereby ratified and that the use and distribution of the
Preliminary Official Statement are hereby authorized. The Official Statement
shall be in substantially the same form as the Preliminary Official Statement
with such changes, insertions or omissions as may be approved by the person
executing the same. The execution of the Official Statement by the Mayor of
the Issuer, as hereby authorized, shall be conclusive evidence of the approval
of any such changes. The Issuer hereby authorizes the Mayor of the Issuer to
deem the Preliminary Official Statement final, except for ?Permitted
Omissions,? as of its date for purposes of Rule 15c2-12 promulgated under the
Securities Exchange of 1934, as amended (the ?Rule?). As used herein,
?Permitted Omissions? shall mean the offering price(s), interest rate(s),
selling compensation, aggregate principal amount, principal amount per
maturity, delivery dates, ratings, the identity of the purchaser or bond
insurer and other terms of the Series 2009 Bonds and any underlying obligations
depending on such matters, all with respect to the Series 2009 Bonds and any
underlying obligations. The execution and delivery of the ?deemed final?
certificate required by the Rule are hereby authorized and approved. The
execution of the ?deemed final certificate? by the Mayor of the Issuer, as
hereby authorized shall be conclusive evidence of the approval of any changes
to the Preliminary Official Statement. The execution, delivery and performance
of the Continuing Disclosure Agreement summarized in the Preliminary Official
Statement and Official Statement are hereby authorized and approved.
NOW, THEREFORE, BE IT FURTHER ORDAINED THAT:
ARTICLE I - DEFINITIONS
Section 1. Except as provided in Section 2 of this Article I, all of the
applicable terms defined in Article I of the Prior Ordinance, are hereby
declared applicable to and are broadened and extended so as to cover the bonds
of this issue and are hereby ratified and reaffirmed as so broadened and
extended and said terms shall apply, for all purposes, to the bonds of this
issue as if said bonds had been originally issued under authority of the Prior
Ordinance, simultaneously with the Prior Bonds.
Section 2. The meaning of the following term as used and defined in Article I
of the Prior Ordinance is hereby amended to include the following:
?Reserve Requirement? means the highest combined principal and interest
requirement in the then current or any succeeding Sinking Fund Year from the
date of issuance and delivery of the Series 2009 Bonds until provision is made
for the payment of all outstanding Prior Bonds.
Section 3. The term ?Series 2009 Bonds? shall mean the bonds issued pursuant to
this ordinance.
ARTICLE II - AUTHORIZATION, FORM AND REGISTRATION OF BONDS
Section 1. Under the authority of the Revenue Bond Law, as amended (O.C.G.A.
Section 36-82-60 (1982)), the Charter of the Issuer and the Prior Ordinance,
there be, and there is hereby authorized to be issued Water and Sewerage
Revenue Bonds of the Issuer in the principal amount of [$43,000,000] to
finance, in whole or in part (i) the costs of certain additions, extensions and
improvements to the Columbus, Georgia water and sewerage system, (ii) the costs
of the Policy and the Reserve Policy, and (iii) the expenses incident thereto,
and said Series 2009 Bonds shall be payable solely from a special fund
heretofore created and designated ?Columbus, Georgia Water and Sewerage System
Sinking Fund? (hereinafter sometimes referred to as the ?Sinking Fund?), and
all of the covenants, agreements and provisions of the Prior Ordinance and this
ordinance shall be for the equal and proportionate benefit and security of all
holders of the Prior Bonds, the Series 2009 Bonds and any Additional Bonds.
Section 2.
(a) The Series 2009 Bonds shall be designated ?Columbus, Georgia Water and
Sewerage Revenue Bonds, Series 2009? (hereinbefore and hereinafter sometimes
referred to as ?Series 2009 Bonds?), payable November 1, 2009 and semi-annually
thereafter on the lst days of May and November in each year, and the principal
shall mature on the lst day of May in the years and in the amounts as follows:
May 1 Principal Coupon Yield
The Series 2009 Bonds as originally issued shall be dated their date of
delivery. Each Series 2009 Bond issued in exchange for a Series 2009 Bond as
originally issued or upon registration of transfer thereof shall be dated the
date of its exchange or registration of transfer (the ?Bond Date?).
The Series 2009 Bonds shall be lettered and numbered from R-1 upwards in order
of issuance according to the records maintained by U.S. Bank National
Association, Atlanta, Georgia, as paying agent and bond registrar (the ?Bond
Registrar?).
The Series 2009 Bonds shall, except as provided in this Section, bear interest,
payable semi-annually on May 1 and November 1 (each an ?Interest Payment Date?)
of each year, commencing on November 1, 2009, from the Interest Payment Date
next preceding the date of authentication of such Series 2009 Bond to which
interest on the Series 2009 Bonds has been paid, unless the date of
authentication of such Series 2009 Bond is an Interest Payment Date to which
interest has been paid, in which case from the date of such Series 2009 Bond,
or unless no interest has been paid on the Series 2009 Bonds, in which case
from June 24, 2009, or unless such Series 2009 Bond is authenticated after a
Record Date and before the related Interest Payment Date, in which case from
such Interest Payment Date.
The person in whose name any Series 2009 Bond is registered at the close of
business on any Record Date (as hereinafter in this Section defined) with
respect to any Interest Payment Date shall be entitled to receive the interest
payable on such Interest Payment Date notwith?standing any registration of
transfer or exchange subsequent to such Record Date and prior to such Interest
Payment Date. The term ?Record Date? as used in this Section with respect to
any Interest Payment Date shall mean the fifteenth day of the calendar month
next preceding such Interest Payment Date.
The principal of and interest on the bonds shall be payable in any coin or
currency of the United States of America, which at the time of payment is legal
tender for the payment of public and private debts. The principal of the
Series 2009 Bonds shall be payable upon the presentation and surrender of the
Series 2009 Bonds at the principal corporate trust office of U.S. Bank National
Association, Atlanta, Georgia, as paying agent. The interest on the Series
2009 Bonds shall be paid by first class mail to respective owners of the Series
2009 Bonds at their addresses as they appear on the bond register kept by the
Bond Registrar.
The Series 2009 Bonds shall be issued as fully registered bonds in the
denomination of $5,000 or any integral multiple thereof and substantially in
the form set forth hereinafter with such variations, omissions, substitutions
and insertions as are therein required or permitted.
The Series 2009 Bonds may be issued as one bond with annual maturities if
requested by the bond purchaser.
Section 3. The Series 2009 Bonds shall be executed with the manual or
facsimile signature of the Mayor of the Issuer and attested by the manual or
facsimile signature of the Clerk of Council or his duly authorized Deputy,
approved as to form and correctness by the City Attorney, and the corporate
seal of the Issuer shall be printed thereon. In case any officer whose
signature shall appear on the bonds shall cease to be such officer before
delivery of such bonds, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office
until delivery. If any bond shall become mutilated, the Issuer, in its
discretion and at the expense of the owner of such bond shall execute by the
officers then in office and deliver a new bond of like tenor in exchange and
substitution for such mutilated bond and the owner shall give indemnity
satisfactory to the Issuer. If any bond shall become lost, destroyed or
wrongfully taken, evidence of such loss, destruction or wrongful taking within
a reasonable time thereafter may be submitted to the Issuer and if such
evidence shall be satisfactory to them and indemnity of a character and in an
amount satisfactory to them shall be given, then the Issuer shall at the
expense of the owner execute by its officers then in office and deliver a new
bond of like tenor.
Section 4. Only such Bonds as shall have endorsed thereon a certificate of
authentication substantially in the form hereinafter set forth executed by the
Bond Registrar shall be entitled to any right or benefit hereunder. No Bond
shall be valid or obligatory for any purpose unless and until such certificate
of authentication shall have been executed by the Bond Registrar, and such
executed certificate of the Bond Registrar upon any such Bond shall be
conclusive evidence that such Bond has been authenticated and delivered
hereunder. Said certificate of authentication on any Bond shall be deemed to
have been executed by the Bond Registrar if signed by an authorized officer of
the Bond Registrar, but it shall not be necessary that the same officer sign
the certificate of authentication on all of the Bonds issued hereunder.
Section 5. The bonds of this issue, the form of assignment, the form of
authentication certificate and the certificate of validation to be endorsed
upon the bonds, shall be in substantially the following forms, with such
variations, omissions and insertions as are required or permitted by this
ordinance, to-wit:
(FORM OF BOND)
UNITED STATES OF AMERICA
STATE OF GEORGIA
COLUMBUS, GEORGIA
WATER AND SEWERAGE REVENUE BOND
SERIES 2009
No. ___
Maturity Date: May 1, 20___ Interest Rate: ______% Per Annum
Bond Date: June 24, 2009 CUSIP #__________
Registered Owner: CEDE & CO.
Principal Sum: $___________
FOR VALUE RECEIVED, Columbus, Georgia, a body politic and corporate, a
political subdivision of the State of Georgia, and a public corporation (the
?Issuer?), hereby promises to pay solely from the special fund provided
therefor, as hereinafter set forth, to the registered owner named above, or
registered assigns, the principal sum specified above on the Maturity Date
(specified on the face of this bond), unless redeemed prior thereto as
hereinafter provided, upon presentation and surrender hereof at the principal
corporate trust office of U.S. Bank National Association, Atlanta, Georgia, as
Paying Agent (the ?Paying Agent?) and to pay, solely from said special fund, to
the registered owner, interest on such principal sum, at the interest rate per
annum specified on the face of this bond, payable on November 1, 2009, and
semiannually thereafter on the first day of May and the first day of November
of each year, from the interest payment date next preceding the date of
authentication hereof to which interest has been paid (unless the date hereof
is prior to November 1, 2009, in which event from June 24, 2009, or unless the
date of authentication hereof is November 1, 2009, on any May 1 or November 1
thereafter to which interest has been paid, in which event from the date of
authentication hereof, or unless no interest has been paid on this bond, in
which case from June 24, 2009, or unless this bond is authenticated after a
Record Date (hereinafter defined) and before the related Interest Payment Date
(hereinafter defined), in which case from such Interest Payment Date), until
payment of such principal sum in full.
THE ISSUER HAS ESTABLISHED A BOOK ENTRY SYSTEM OF REGISTRATION FOR
THIS BOND. EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THE RESOLUTION, CEDE &
CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(?DTC?), WILL BE THE REGISTERED OWNER AND WILL HOLD THIS BOND ON BEHALF OF EACH
BENEFICIAL OWNER HEREOF. BY ACCEPTANCE OF A CONFIRMATION OR PURCHASE, DELIVERY
OR TRANSFER, EACH BENEFICIAL OWNER OF THIS BOND SHALL BE DEEMED TO HAVE AGREED
TO SUCH ARRANGEMENT. CEDE & CO., AS REGISTERED OWNER OF THIS BOND, MAY BE
TREATED AS THE OWNER OF IT FOR ALL PURPOSES.
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT
AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
The interest so payable on any such May 1 or November 1 (each an ?Interest
Payment Date?) will be paid to the person in whose name this bond is registered
at the close of business on the fifteenth day of the calendar month preceding
such Interest Payment Date (the ?Record Date?). Both the principal of and
interest on this bond are payable in any coin or currency of the United States
of America which at the time of payment is legal tender for the payment of
public and private debts. Notwithstanding the foregoing, so long as this bond
is registered in the name of the Securities Depository or the Securities
Depository Nominee, payment of principal, redemption premium (if any) and
interest on this bond shall be made by wire transfer to the Securities
Depository as described more fully below
This bond is one of an issue of like date, tenor and effect (except as to
numbers, interest rates and dates of maturity), aggregating in principal amount
the sum of $43,000,000 issued for the purpose of (i) financing, in whole or in
part, the costs of certain additions, extensions and improvements to the water
and sewerage system, Columbus, Georgia and acquiring the necessary property
therefore, both real and personal and (ii) paying expenses incident thereto,
and is issued under authority of the Constitution of the State of Georgia, the
Revenue Bond Law (O.C.G.A. Section 36-82-60 (1982) et seq.), as amended, and
the Charter of Columbus, Georgia (Georgia Laws Extra Session 1971, p. 2007 et
seq., as amended) and was duly authorized by Ordinances of the Council of
Columbus, Georgia, adopted on December 17, 1985, December 30, 1986, June 21,
1988, September 3, 1991, June 9, 1992 (as amended on June 23, 1992), May 4,
1993, April 8, 1997, September 15, 1998, October 9, 2001 (as amended on
November 6, 2001), November 5, 2002 (as amended on January 7, 2003), December
21, 2004, December 19, 2006 and June 2, 2009 (hereinafter collectively referred
to as the ?Ordinances?). The bonds of this issue shall stand on a parity with,
and shall be secured by the same lien on the revenues of the Water and Sewerage
System of Columbus, Georgia (the ?System?) as the $136,770,000 in outstanding
principal amount of the Series 2002 Bonds, the Series 2003 Bonds, the Series
2005 Bonds and the Series 2007 Bonds heretofore issued (the 2002 issue, the
2003 issue, the 2005 issue, the 2007 issue, and the bonds of this issue, being
hereinafter collectively referred to as the ?obligations?). In addition to the
aggregate principal amount of the obligations, Columbus, Georgia may, under
certain terms and conditions as provided in the Ordinances, issue additional
water and sewerage revenue bonds or obligations, and if issued, such additional
bonds or obligations will rank on a parity as to the lien on the revenues of
the System with the obligations.
Reference to the Ordinances is hereby made for a description of the funds
charged with, and pledged to, the payment of the principal of and the interest
on the bonds of this or any other issue, the nature and extent of the security
and a statement of the rights, duties and obligations of Columbus, Georgia, and
the rights of the holders of the bonds of this issue and the terms and
provisions under which additional bonds may be issued, to all the provisions of
which the holder hereof, by the acceptance of this bond, assents.
The Ordinances provide, among other provisions, for prescribing and revising
and collecting fees and charges for the services, facilities and commodities
furnished by the System, sufficient to pay the reasonable and necessary costs
of operating, repairing and maintaining the System, including any contractual
obligations pertaining thereto, to pay into a special fund designated
?Columbus, Georgia Water and Sewerage System Sinking Fund? from the revenues of
the System the amounts required to pay the principal of and interest on the
obligations and any bonds hereafter issued ranking pari passu therewith as the
same become due and payable, and to create and maintain a reserve for that
purpose.
This bond shall not be deemed to constitute a debt of Columbus, Georgia, or a
pledge of the faith and credit of Columbus, Georgia, nor shall Columbus,
Georgia be subject to any pecuniary liability thereon. This bond shall not be
payable from or charged upon any funds other than the revenues pledged to the
payment thereof, and is payable solely from the fund provided therefor from the
earnings of the said System, including all future additions thereto. No holder
of this bond shall ever have the right to compel the exercise of the taxing
power of Columbus, Georgia, to pay the same, or the interest thereon, or to
enforce payment thereof against any property of Columbus, Georgia (other than
the revenues of the water and sewerage system), nor shall this bond constitute
a charge, lien or encumbrance, legal or equitable, upon any property of
Columbus, Georgia.
This bond is redeemable at the option of Columbus, in whole or in part at any
time and in any order of maturity, not earlier than May 1, 20__ (less than all
of such bonds of a single maturity to be selected by lot in a manner determined
by the Bond Registrar), from any moneys available therefor at a redemption
price equal to one hundred percent (100%) (expressed as a percentage of the
principal amount of this bond to be redeemed) plus accrued interest to the
redemption date, all in the manner provided in the Ordinance.
If less than all of this bond of a single maturity are to be redeemed, the Bond
Registrar shall treat any bond of such maturity outstanding in a denomination
of greater than $5,000 principal amount as two or more separate bonds in the
denomination of $5,000 each and shall assign a separate number to each for the
purpose of determining the bonds or the portion of such bonds in a denomination
greater than $5,000 to be redeemed by lot. With respect to any bond called for
partial redemption, the registered owner thereof shall surrender such bond to
the Bond Registrar in exchange for one or more bonds in the denomination of
$5,000 principal amount or any integral multiple thereof in the aggregate equal
to the unredeemed principal amount of such bond so surrendered.
Notices of any redemption of this bond, identifying the bonds (or any
portion of the respective principal sums thereof) to be redeemed, shall be
given by first-class mail, postage prepaid, not less than 30 days nor more than
60 days prior to the redemption date to all registered owners of the bond to be
redeemed (in whole or in part). Failure to give appropriate notice of any
redemption by mail or any defect in the notice shall not affect the validity of
the proceedings for the redemption of any bond.
The bonds designated for redemption as described above shall be payable at the
redemption price specified above and interest will cease to accrue on the
principal amount of such bonds from and after the date of redemption unless
there is a default in the payment of such bonds.
The person in whose name this bond is registered shall be deemed and regarded
as the absolute owner hereof for all purposes, and payment of or on account of
either principal or interest made to such registered holder shall be valid and
effectual to satisfy and discharge the liability upon this bond to the extent
of the sum or sums so paid. This bond is registrable as transferred by the
owner hereof in person or by his attorney duly authorized in writing at the
principal corporate trust office of the Paying Agent and Bond Registrar, all
subject to the terms and conditions of the Ordinance.
This bond is being issued by means of a Book-Entry System, with the actual bond
immobilized at The Depository Trust Company, New York, New York, or its
successor as Securities Depository, evidencing ownership of this bond in
principal amounts of $100,000 or integral multiples of $5,000, in excess
thereof, and with transfers of Beneficial Ownership effected on the records of
the Securities Depository and its participants pursuant to the rules and
procedures established by the Securities Depository. An actual bond is not
available for distribution to the Beneficial Owners, except under the limited
circumstances set forth in the Ordinance. The principal, redemption premium
(if any) and interest on this bond is payable by the Paying Agent to Cede &
Co., as nominee of the Securities Depository. Payments to the Securities
Depository under its interest in this bond shall be made on a prorata basis
based upon the principal amount of the Securities Depository?s interest in this
bond as a percentage of the principal amount of this bond. Payments to each
Beneficial Owner under such Beneficial Owner?s interest in this bond shall be
made on a prorata basis based upon the principal amount of such Beneficial
Owner?s interest in this bond as a percentage of the principal amount of this
bond. Transfer of principal, redemption premium (if any) and interest payments
to participants of the Securities Depository is the responsibility of the
Securities Depository; transfers of principal, redemption premium (if any) and
interest to Beneficial Owners by participants of the Securities Depository will
be the responsibility of such participants and other nominees of Beneficial
Owners. The Issuer and the Paying Agent are not responsible or liable for
maintaining, supervising or reviewing the records maintained by the Securities
Depository, its participants or persons acting through such participants. If
this bond is no longer registered to a Securities Depository or its nominee,
this bond may be registered as transferred only upon the registration books
kept for that purpose at the principal corporate trust office of the Bond
Registrar by the registered owner hereof in person, or by his or her attorney
duly authorized in writing, upon presentation and surrender to the bond
Registrar of this bond duly endorsed for registration of transfer or
accompanied by an assignment duly executed by the registered owner or his or
her attorney duly authorized in writing, and thereupon a new registered bond,
in the same aggregate principal amount and of the same maturity shall be issued
to the transferee in exchange therefor. In addition, if this bond is no longer
registered to a Securities Depository, this bond may be exchanged by the
registered owner hereof or his or her duly authorized attorney upon
presentation at the principal corporate trust office of the Bond Registrar for
an equal aggregate principal amount of this bond of the same maturity and in
any authorized denominations in the manner, subject to the conditions and upon
payment of charges, if any, provided in the Ordinance.
The bonds in this series are issuable as fully registered bonds in
denominations of $5,000 and any integral multiple thereof. Subject to the
limitations provided in the Ordinances, bonds of this series may be exchanged
at the principal corporate trust office of the Bond Registrar for a like
principal amount of bonds of the same maturity and of other authorized
denominations.
This bond is issued with the intent that the laws of the State of Georgia shall
govern its validity and construction. In case of default, the holder of this
bond shall be entitled to the remedies provided by the Ordinances and said
Revenue Bond Law and any amendments thereto.
To the extent permitted by said Ordinances, modifications or alterations of
said Ordinances or of any ordinance supplemental thereto or of the bonds of
this series and any parity bonds, including any ordinances authorizing the
issuance of any parity bonds with the obligations, may be made by Columbus,
Georgia without necessity for notation hereon, or reference thereon.
It is hereby recited and certified that all acts, conditions and things
required to be done precedent to and in the issuance of this bond have been
done, have happened and have been performed in due and legal form as required
by law, and that provision has been made for the allocation from the
anticipated revenues of the System of amounts sufficient to pay the principal
of and the interest on the obligations as the same mature, and to create and
maintain reserves for that purpose, and that said funds are irrevocably
allocated and pledged to the payment thereof and the interest thereon.
This bond shall not be entitled to any benefit under the Ordinances and shall
not become valid or obligatory for any purpose until it shall have been
authenticated by execution by U.S. Bank National Association, Atlanta, Georgia
(or its duly authorized agent), as Bond Registrar and Authentication Agent, by
manual signature of the certificate hereon endorsed.
IN WITNESS WHEREOF, Columbus, Georgia has caused this bond to be executed by
the manual signature of its Mayor, and its corporate seal to be printed hereon,
and attested by the manual signature of its Clerk of Council, approved as to
form and correctness by the manual signature of its City Attorney, all as of
the 24th day of June, 2009.
COLUMBUS, GEORGIA
By:_________________________________
Mayor
(SEAL)
Attest:
_____________________________
Clerk of Council
Approved as to form and
correctness:
______________________________
City Attorney
AUTHENTICATION CERTIFICATE
The above bond is one of the bonds described in the within-mentioned ordinance
of June 2, 2009, and is hereby authenticated as of the date of its execution as
stated in the bond herein.
U.S. BANK NATIONAL ASSOCIATION
Atlanta, Georgia, as Authentication Agent
By: ____________________________
Authorized Signature
Date of Authentication: June 24, 2009
STATEMENT OF INSURANCE
[TO BE INSERTED]
VALIDATION CERTIFICATE
STATE OF GEORGIA
COUNTY OF MUSCOGEE
The undersigned Clerk of the Superior Court of Muscogee County, Georgia, keeper
of the records and seal thereof, does hereby certify that this bond was
validated and confirmed by judgment of the Superior Court of Muscogee County,
Georgia, on the _____ day of June, 2009.
WITNESS my signature and the official seal of the Superior Court of Muscogee
County, Georgia.
________________________________
Clerk, Superior Court,
Muscogee County, Georgia
(SEAL)
ASSIGNMENT OF FULLY REGISTERED BOND
For value received, __________________________ hereby sells, transfers and
assigns unto ___________________________ the foregoing bond and hereby
irrevocably constitutes and appoints ____________________________ attorney to
transfer the same on the registration books with full power of substitu?tion in
the premises.
Dated: ______________
________________________________
NOTE: The signature to this assignment must correspond with the name(s) on the
face of the foregoing bond in every particular, without alteration or
enlargement.
DTC FAST RIDER
Each such bond shall remain in the Trustee?s custody subject to the
provisions of the FAST Balance Certificate Agreement currently in effect
between the Trustee and DTC - FAST Agreement.
(End of Form of Bond)
Section 6. U.S. Bank National Association, Atlanta, Georgia, as Bond
Registrar, shall keep registers for registration of transfer of the bonds.
U.S. Bank National Association, Atlanta, Georgia, is hereby also designated as
Authentication Agent for purposes of authenticating any Bonds issued hereunder
or issued in exchange or in replacement for Bonds previously issued. Such
registration of transfer shall be accomplished by the procedure and with the
effect provided in the following paragraph.
The Issuer, its agents and the Bond Registrar may deem and treat the registered
owner of any bond as the absolute owner of such bond for the purpose of
receiving payment of the principal thereof and the interest thereon.
Upon surrender for registration of transfer of any bond at the principal
corporate trust office of the Paying Agent and Bond Registrar, the Issuer shall
execute and the Bond Registrar and Authentication Agent shall authenticate and
deliver to the transferee or transferees a new bond or bonds for a like
aggregate principal amount and maturity. Bonds may be exchanged at said office
of the Bond Registrar for a like aggregate principal amount of bonds of
authorized denominations and of like interest rate and maturity. Every bond
presented or surrendered for registration of transfer or exchange shall (if so
required by the Issuer or the Bond Registrar) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Bond Registrar duly executed by the owner thereof or his
attorney duly authorized in writing. The execution by the Issuer of any bond
in the denomination of $5,000 or any integral multiple thereof shall constitute
full and due authorization of such denomination and the Bond Registrar shall
thereby be authorized to authenticate and deliver such bond. No charge shall
be made to any bond owner for the privilege of registration of transfer, but
any bond owner requesting any such registration of transfer shall pay any tax
or other governmental charge required to be paid with respect thereto.
Section 7. The bonds of this issue shall stand on a parity and shall be of
equal dignity with the Prior Bonds issued pursuant to the Prior Ordinance and
shall be secured by the lien created pursuant to the provisions of paragraph
(1) of Section 502 of Article V of the Prior Ordinance and as the same is
enlarged and extended by this ordinance, just as if the Prior Bonds and the
bonds of this issue had been issued simultaneously under the same ordinance.
ARTICLE III - REDEMPTION OF BONDS BEFORE MATURITY
Section 1. The Series 2009 Bonds are redeemable at the option of Columbus,
Georgia in whole or in part at any time and in any order of maturity, not
earlier than May 1, 20__ (less than all of such Series 2009 Bonds of a single
maturity to be selected by lot in a manner determined by the Bond Registrar),
from any moneys available therefor at a redemption price equal to one hundred
percent (100%) (expressed as a percentage of the principal amount of the Series
2009 Bonds to be redeemed) plus accrued interest to the redemption date, all in
the manner provided herein.
Section 2. If less than all of the Series 2009 Bonds of a single
maturity are to be redeemed, the Bond Registrar shall treat any Series 2009
Bond of such maturity outstanding in a denomination of greater than $5,000
principal amount as two or more separate Series 2009 Bonds in the denomination
of $5,000 each and shall assign a separate number to each for the purpose of
determining the Series 2009 Bonds or the portion of such Series 2009 Bonds in a
denomination greater than $5,000 to be redeemed by lot. With respect to any
Series 2009 Bond called for partial redemption, the registered owner thereof
shall surrender such Series 2009 Bond to the Bond Registrar in exchange for one
or more Series 2009 Bonds in the denomination of $5,000 principal amount or any
integral multiple thereof in the aggregate equal to the unredeemed principal
amount of such Series 2009 Bond so surrendered.
Notices of any redemption of the Series 2009 Bonds, identifying the Series 2009
Bonds (or any portion of the respective principal sums thereof) to be redeemed,
shall be given by first-class mail, postage prepaid, not less than 30 days nor
more than 60 days prior to the redemption date to all registered owners of the
Series 2009 Bonds to be redeemed (in whole or in part). Failure to give
appropriate notice of any redemption by mail or any defect in the notice shall
not affect the validity of the proceedings for the redemption of any Series
2009 Bond.
Section 3. Nothing herein contained shall be construed to limit the right of
the Issuer to purchase the Prior Bonds, the Series 2009 Bonds or any Additional
Bonds with any excess moneys in the Sinking Fund, as defined in the Prior
Ordinance and this ordinance, in the open market at a price not exceeding the
callable price hereinabove set forth. Any such Bonds so purchased cannot be
reissued and shall be disposed of as is hereinafter provided in Section 5 below
of this ordinance.
Section 4. The Series 2009 Bonds designated for redemption as described above
shall be payable at the redemption price specified above and interest will
cease to accrue on the principal amount of such Series 2009 Bonds from and
after the date of redemption unless there is a default in the payment of such
Series 2009 Bonds.
Section 5. Bonds redeemed shall be cancelled or otherwise mutilated and
destroyed, and record of such mutilation or destruction shall be made and
preserved in the records of the Issuer.
ARTICLE IV - APPLICATION OF PROCEEDS OF BONDS
Section 1. The accrued interest on the Series 2009 Bonds shall be deposited
into the Post 1985 Debt Service Account to be used and applied for sinking fund
purposes with respect to the Series 2009 Bonds as described in Article V.
Section 2. There is hereby created with the Depository of the special fund
created and designated ?Columbus, Georgia Water and Sewerage System
Construction Fund? in Article IVA of the Prior Ordinance (hereinafter referred
to as the ?Construction Fund?) a 2009 Project Account (the ?2009 Project
Account?). There shall be deposited in the 2009 Project Account all of the
proceeds of the Series 2009 Bonds and any other funds acquired for this purpose
by gift, donation, grant or otherwise.
Section 3. The moneys in the Construction Fund shall be held by Columbus Bank
& Trust Company (the ?Construction Fund Custodian?) and withdrawn and applied
in accordance herewith and subject to the provisions and restrictions set forth
in this Article, and the Issuer will not cause or permit to be paid from the
Construction Fund any sums except in accordance with, or substantially in
accordance with such provisions and restrictions; provided, however, that any
moneys in said fund not presently needed for the payment of current obligations
during the course of construction shall be invested and reinvested by the
Construction Fund Custodian in Permitted Investments maturing no longer than
three (3) years from date of purchase as directed by the Board of Water
Commissioners from time to time, and shall be held by the Construction Fund
Custodian for the account of the Construction Fund until maturity or until
sold, and at maturity or upon such sale the proceeds received therefrom,
including accrued interest and premium, if any, shall be immediately deposited
by it in said Construction Fund and shall be disbursed in the manner and for
the purpose hereinafter set forth. All moneys in and all securities held for
the Construction Fund shall be subject to a lien and charge in favor of the
holders of the Prior Bonds and the Series 2009 Bonds and shall be held for the
security of such holders until paid out as hereinafter provided.
Section 4. Withdrawals from the Construction Fund may be made for the purpose
of paying the costs and expenses incurred and to be incurred pertaining to the
undertaking described herein, including the purchase of such property and
equipment as may be useful in connection therewith, and without intending
thereby to limit or to restrict or to extend any definition of such cost
contained in the Revenue Bond Law, as amended and as it may hereafter be
amended, shall include: (a) interest accruing upon the Series 2009 Bonds prior
to the completion of the undertaking herein contemplated and for six (6) months
after the date of the completion of the improvements; (b) the cost of indemnity
and fidelity bonds either to secure deposits in the Construction Fund or to
insure the faithful completion of any contract pertaining to said improvements;
(c) any taxes or any charges lawfully levied or assessed against the
undertaking; (d) fees and expenses of engineers for engineering studies,
surveys and estimates, and the preparation of plans and supervising the
construction; (e) legal expenses and fees, fiscal agent?s expenses and fees,
costs of audits, printing costs and all other items of expense incident to
issuing the Series 2009 Bonds; (f) payments made for labor, contractors,
builders, materialmen, machinery and equipment in connection with the
improvements contemplated hereby and for the restoration of property damaged or
destroyed in connection therewith and the repayment of advances or loans made
for the purpose of paying any of the aforementioned costs; and (g) the cost of
acquiring by purchase, and the amount of any award or final judgment in any
proceeding to acquire by condemnation, lands and rights of way necessary for
the improvements and appurtenances in connection therewith, and options and
payments thereon, and any easements or rights or any damages incident to or
resulting from the making of such improvements.
Section 5. Sections 402A, 403A, 404A and 405A of Article IVA of the Prior Ordinance,
are hereby declared applicable to the bonds of this issue and they are
specifically reaffirmed and adopted as part of this ordinance as if set forth
verbatim herein, except that any references to ?Prior Bonds? are hereby changed
to include the Series 2009 Bonds.
ARTICLE V - REVENUES AND FUNDS
The Issuer covenants that:
Section 1. Its water and sewerage system will continue to operate on a fiscal
year basis June 26 through June 25, but it reserves the right to change its
fiscal year.
Section 2. It has heretofore created and is now maintaining a ?Revenue Fund?
as required by the provisions of the Prior Ordinance, and all revenues from the
ownership and operation of the water and sewerage system as said system now
exists and as it may hereafter be added to, extended, improved and equipped
shall be collected by the Issuer or by the Board or its agents or employees and
deposited promptly with its Depository to the credit of said Revenue Fund and
the Board shall continue to maintain said Revenue Fund separate and apart from
its other funds so long as the Prior Bonds, the Series 2009 Bonds or any
Additional Bonds are outstanding and unpaid, or until provision shall have been
duly made for the payment thereof. Said revenues shall be disbursed from the
Revenue Fund in the following manner and order:
1. There shall first be paid from the Revenue Fund the reasonable and necessary
costs of operating, maintaining and repairing the System, including salaries,
wages, employee benefits and other compensation, the payment of any contractual
obligations incurred pertaining to the operation of the System, cost of
materials and supplies, rentals of leased property, real or personal, insurance
premiums, audit fees and such other charges as may properly be made for the
purpose of operating, maintaining and repairing the System in accordance with
sound business practice, but before making provision for depreciation and
amortization. The net revenues remaining in the Revenue Fund after payment of
the sums required or permitted to be paid under the provisions of this
Paragraph 1 are hereby pledged, first, to the payment of the principal of and
the interest, and redemption premium, if any, on the Prior Bonds, all bonds
issued hereunder including any additional parity bonds and, secondly, to the
payment of the Sinking Fund Reserve Payment. Said revenues so pledged shall
immediately be subject to the lien of this pledge without any physical delivery
thereof or further act and the lien of this pledge shall be valid and binding
against any kind against the Issuer, whether such claim shall have arisen in
contract, tort or otherwise and irrespective of whether or not such parties
have notice hereof.
2. (a) The 1985 Ordinance created a special fund known as the ?Columbus,
Georgia Water and Sewerage System Sinking Fund (the ?Water and Sewerage System
Sinking Fund? or ?Sinking Fund?). The 1985 Ordinance created within the
Sinking Fund accounts to be known as ?1985 Debt Service Account? (or ?1985 DS
Account?), ?1985 Reserve Account?, ?Post 1985 Debt Service Account? (or ?Post
1985 DS Account?) and ?Post 1985 Reserve Account?. Since the Series 1985 Bonds
have been paid in full, the 1985 DS Account and the 1985 Reserve Account have
been closed. The Post 1985 DS Account and the Post 1985 Reserve Account remain
open. After the payments described in paragraph 1 of this Section have been
made, there shall next be paid from the Revenue Fund into the Sinking Fund the
following sums for the purpose of paying the principal of and interest on the
Prior Bonds and the Series 2009 Bonds as the same become due and payable
(whether by maturity, scheduled mandatory redemption or otherwise):
(a) into the Post 1985 DS Account in the Sinking Fund (A) commencing with the
month of July, 2009, and from month to month thereafter, an amount equal to the
portion of the interest on the Series 2009 Bonds coming due on November 1,
2009, and (B) commencing with the month of November, 2009, and from month to
month thereafter, an amount equal to one-sixth (1/6) of the interest on the
Series 2002 Bonds, the Series 2003 Bonds, the Series 2005 Bonds, the Series
2007 Bonds and the Series 2009 Bonds coming due on the next succeeding November
1 or May 1, as the case may be, plus an amount equal to one-twelfth (1/12) of
the principal on the Series 2002 Bonds, the Series 2003 Bonds, the Series 2005
Bonds, the Series 2007 Bonds and the Series 2009 Bonds coming due on the next
succeeding May 1.
The Post 1985 DS Account has been created and established for the purpose of
providing for the payment therefrom of the principal of and interest on the
Series 2002 Bonds, the Series 2003 Bonds, the Series 2005 Bonds, the Series
2007 Bonds, the Series 2009 Bonds and any subsequently issued additional parity
bonds.
Notwithstanding anything in this Ordinance to the contrary, all amounts held in
the Sinking Fund (regardless of in which account or accounts said amounts are
held) shall be for the equal and ratable benefit of all owners of the Prior
Bonds, the Series 2009 Bonds and any additional parity bonds hereafter issued.
The additional debt service account and the additional reserve account created
within the Sinking Fund was made necessary for accounting purposes so that the
arbitrage rules established in 1986 by the Code can be complied with more
easily.
Moneys in the Post 1985 DS Account shall be disbursed by the Sinking Fund
Custodian for (a) the payment of the interest on the bonds secured hereby as
such interest falls due, (b) the payment of the principal of the bonds secured
hereby at their respective maturities, (c) the redemption of bonds secured
hereby before maturity at the price and under the conditions provided therefore
in Article III of the 1985 Ordinance and in Article III hereof, (d) the
purchase of bonds in the open market; provided, however, the price paid shall
not exceed the authorized redemption price, and (e) the payment of the
necessary charges for paying bonds and interest thereon and for investment
services of the Sinking Fund Custodian; provided, however, that as to the Post
1985 Reserve Account only moneys in excess of the Reserve Requirement (but
excluding any moneys drawn under any Debt Service Reserve Surety Bond) shall be
disbursed for items (c) through (e) inclusive.
After making the payments required to be made to the Sinking Fund above, there
shall next be paid into the Post 1985 Reserve Account, the Sinking Fund Reserve
Payment, if any. The Post 1985 Reserve Account shall be maintained for the
purpose and shall be used solely to pay the principal and interest falling due
in any year as to which there otherwise would be a default.
In determining the amount on deposit in the Post 1985 Reserve Account for any
purpose hereunder, there shall be taken into account the amount available to be
drawn under any Debt Service Reserve Surety Bond. Subsequent to the expiration
date of any Debt Service Reserve Surety Bond and in the event amounts on
deposit within the Post 1985 Reserve Account are not drawn upon to pay
principal of or interest on bonds, the Sinking Fund Reserve Payment shall equal
that amount which, paid monthly as aforesaid, will be sufficient to create and
maintain by the fifth anniversary of the expiration date of such Debt Service
Reserve Surety Bond and the Post 1985 Reserve Account in an aggregate amount
equal to the Reserve Requirement. If money is taken from the Post 1985 Reserve
Account or any draw is made upon any Debt Service Reserve Surety Bond for the
payment of principal of or interest on the bonds, the Sinking Fund Reserve
Payment shall be equal to all amounts in the Revenue Fund available and not
required to be used for operation and maintenance charges and not required to
make the monthly payments to the Sinking Fund in respect of principal and
interest as hereinabove provided until the amount on deposit in the Post 1985
Reserve Account after payments of any amounts payable under the succeeding
sentence, equals the then applicable Reserve Requirement; provided, however,
such Sinking Fund Reserve Payments will in any event be at least sufficient to
restore the Post 1985 Reserve Account to the Reserve Requirement within twelve
(12) months from the date upon which money is taken from the Post 1985 Reserve
Account or the date upon which a draw on any Debt Service Reserve Surety Bond
is made. In the event of a draw down on any Debt Service Reserve Surety Bond,
the Issuer shall first make all Sinking Fund Reserve Payments to repay the Bond
Insurer or any other issuer of such Debt Service Reserve Surety Bond as a
repayment of such draw down (such payments to be made on a pro rata basis to
each Debt Service Reserve Surety Bond issuer based upon the amount initially
available under each Debt Service Reserve Surety Bond in the event there is
ever more than one Debt Service Reserve Surety Bond issued), and, upon making
full repayment to the Bond Insurer or any other issuer of a Debt Service
Reserve Surety Bond, shall thereafter make Sinking Fund Reserve Payments to the
Post 1985 Reserve Account, to the extent that the then applicable Reserve
Requirement exceeds the aggregate amount available to be drawn on a Debt
Service Reserve Surety Bond.
Simultaneously with the issuance and delivery of the Series 2009 Bonds, the
Post 1985 Reserve Account held within the Sinking Fund has been fully funded in
an amount equal to the Reserve Requirement relating to the Series 2002 Bonds,
the Series 2003 Bonds, the Series 2005 Bonds, the Series 2007 Bonds, and the
Series 2009 Bonds, such funding having been accomplished by the deposit of a
Debt Service Reserve Surety Bond. At any time when the aggregate balances of
the reserve accounts are less than the Reserve Requirement, all interest income
derived from the investment of funds in the reserve accounts shall be retained
in the reserve accounts until the aggregate balances in said reserve accounts
equal the Reserve Requirement. Otherwise, said interest income shall be
transferred to the debt service accounts with respect to principal of and
interest on the bonds.
It is expressly provided, however, that if on the first day of each sinking
fund year (or, if the Sinking Fund Custodian is not open for the purpose of
conducting its commercial banking business on such day, the next succeeding day
on which the Sinking Fund Custodian is open for the purpose of conducting its
commercial banking business), there are on deposit in the Reserve Account
moneys and securities (such securities to be valued at their fair market value
plus accrued interest thereon to the date of valuation) the aggregate amount of
which, together with the amounts available under the Debt Service Reserve
Surety Bonds, is in excess of the Reserve Requirement, such excess moneys and
securities shall be withdrawn therefrom and immediately deposited in the
Revenue Fund.
(b) All said sums required to be paid in order to comply with the provisions of
subparagraph (a) above shall be paid on or before the twenty-fifth (25th) day
of the month in which the payment is due, and if, in any month, for any reason,
the amounts herein required to be paid in such month shall not be paid in full,
any deficiency shall be added to and shall become a part of the amount required
to be paid in the next succeeding month. It is covenanted and agreed, however,
that in the event the Issuer hereafter elects to issue parity bonds pursuant to
the provisions of the Prior Ordinance, the above stated payments necessary to
provide for the payment of the combined Principal and Interest Requirements on
all of the initial series of bonds and any parity bonds therewith then
outstanding and on the bonds proposed to be issued as the same mature in the
then current sinking fund year and the Issuer shall, on the date of delivery of
any and all such issues of additional parity bonds, deposit within the Reserve
Account (by deposit of cash or by increasing the aggregate amount available
under Debt Service Reserve Surety Bonds) an amount equal to the amount which,
when added to the balance of the Reserve Account, will create a balance within
the Reserve Account at least equal to the then applicable Reserve Requirement.
3. After there have been paid from the Revenue Fund each month the sums
required or permitted to be paid under the provisions of Paragraphs 1 and 2 of
this Section, (i) sufficient funds shall be retained in the Revenue Fund to pay
Columbus Water Works the semi-annual installment next due by the Issuer
(?Withheld Funds?) with respect to the ?Riverwalk/Combined Sewer Project? set
forth in Exhibit ?A? to the 1992 Ordinance and the Withheld Funds shall be paid
to the Columbus Water Works on the due date of the next installment if the
Issuer has not otherwise paid such installment to the Columbus Water Works; and
(ii) the quarterly participation fee will be paid to the Issuer, pursuant to
the terms of Columbus, Georgia Ordinance No. 106-70 in an amount equal to
one-half of one percent of the net monthly metered charges collected from
customers to the System less the Withheld Funds if the Withheld Funds are paid
to the Columbus Water Works. To the extent there are not sufficient moneys in
the Revenue Fund to make such quarterly payment (less the Withheld Funds if the
Withheld Funds are paid to the Columbus Water Works) in full, such deficiency
shall be added to the next monthly payment.
4. After there have been paid from the Revenue Fund in each month the sums
required or permitted to be paid under the provisions of Paragraphs 1, 2 and 3
of this Section, and after the Board of Water Commissioners in the exercise of
its discretion has reserved an amount which it shall deem reasonable and
prudent to be maintained therein as a working capital reserve to pay the costs
of operating, maintaining and repairing the System (provided, however, such
working capital reserve shall never be less than fifty percent (50%) of the
highest cost of operating, maintaining and repairing the System in any single
month in the preceding 12-month period), there shall next be paid at the end of
each month into a special fund, which the Prior Ordinance created and
designated as ?Columbus, Georgia Water and Sewerage System Renewal and
Extension Fund? (herein sometimes referred to as the ?Renewal and Extension
Fund?) $20,000 per month until the Renewal and Extension Fund reaches $300,000
(total cash plus market value of Permitted Investments) and thereafter at the
same rate (or such lesser amount as may be required) to replace the moneys
withdrawn or decreases in the market value of the Permitted Investments.
Expenditures shall be made from the Renewal and Extension Fund only for the
purpose of:
(a) paying principal of, premium, if any and interest on all of the Issuer?s
water and sewerage revenue bonds then outstanding and falling due at any time
for the payment of which money is not available in the Sinking Fund securing
the payment of same and the interest thereon;
(b) making replacements, additions, extensions and improvements to the System,
or paying any obligations incurred for such purposes, and paying the cost of
any engineering studies, surveys or plans and specifications pertaining to
future development or expansion of the System deemed by the Board of Water
Commissioners in the best interest of the Issuer and the bondholders;
(c) payment to the Bond Insurer or any other issuer of any Debt Service Reserve
Surety Bond of interest on amounts drawn under such Debt Service Reserve Surety
Bond;
(d) acquiring the Issuer?s water and sewer revenue bonds by redemption at the
redemption price or by purchase in the open market at a price not exceeding the
redemption price applicable to such issue of revenue obligations, and when so
used for such purposes, the moneys shall be first transferred to the sinking
fund of the issue or issue of obligations to be so redeemed or purchased;
(e) paying the principal of, premium, if any, and the interest on, or to
acquire in the manner described in (c) above, any water and sewerage revenue
bonds which are junior and subordinate to the Prior Bonds and the Series 2009
Bonds, or other obligations, provided all such bonds or obligations were issued
for purposes of the System; or
(f) payment of the charges of the Depository of the Renewal and Extension Fund
for investment services.
It is expressly provided, however, that should bonds be hereafter issued
ranking as to lien on the revenues of the System equal with or junior and
subordinate to the lien securing the payment of the bonds authorized to be
issued hereunder, including any issue or issues of additional parity bonds
hereafter issued, then such payments into the Renewal and Extension Fund as
provided in Paragraph 3 of this Section, may be suspended and such moneys shall
be available to the extent necessary to pay the principal and interest on such
bonds and the creation and maintenance of a reasonable reserve therefor.
After there have been paid from the Revenue Fund in each Sinking Fund Year, all
amounts hereinabove required to be paid, the remaining moneys not used for such
purposes after making due provision for reasonable working capital may be
withdrawn and used for any lawful function of the Board of Water Commissioners.
With respect to the security interest in Net Revenues granted to the holders of
Bonds, the Bond Insurer, or any other issuer of a Debt Service Reserve Surety
Bond, is hereby granted the same security interest subject only to the security
interest of the holders of the Bonds.
Section 3. All of the terms, covenants, conditions and provisions of Sections
503, 504, 505, 506, 507, 508, 509, 510 and 511 of Article V of the Prior
Ordinance are hereby declared applicable and are broadened and extended so as
to cover the bonds of this issue and they are specifically reaffirmed and
adopted as a part of this ordinance as if set forth verbatim herein.
ARTICLE VI - DEPOSITORIES OF MONEYS AND SECURITIES FOR DEPOSIT
Section 1. Except as provided in Section 2 of this Article VI, all of the
terms, covenants, conditions and provisions of Sections 601, 602 and 603 of
Article VI of the Prior Ordinance are hereby declared applicable and are
broadened and extended so as to cover the bonds of this issue and they are
specifically reaffirmed and adopted as a part of this ordinance as if set forth
verbatim herein.
Section 2. Columbus Bank & Trust Company is hereby designated as Depository for
the Construction Fund.
Section 3. U.S. Bank National Association, Atlanta, Georgia is hereby
designated the Sinking Fund Custodian for the Series 2009 Bonds.
ARTICLE VII - PARTICULAR COVENANTS
All of the terms, covenants, conditions and provisions of Article VII of the
Prior Ordinance are hereby declared applicable and are broadened and extended
so as to cover the bonds of this issue and they are specifically reaffirmed and
adopted as a part of this ordinance as if set forth verbatim herein.
ARTICLE VIII - REMEDIES
All of the terms, covenants, conditions and pro?visions of Article VIII of the
Prior Ordinance are hereby declared applicable and are broadened and extended
so as to cover the bonds of this issue and they are specifically reaffirmed and
adopted as a part of this ordinance as if set forth verbatim herein.
ARTICLE IX - DEFEASANCE
All of the terms, covenants, conditions and provisions of Article IX of the
Prior Ordinance are hereby declared applicable and are broadened and extended
so as to cover the bonds of this issue and they are specifically reaffirmed and
adopted as a part of this ordinance as if set forth verbatim herein.
ARTICLE X - SUPPLEMENTAL PROCEEDINGS
All of the terms, covenants, conditions and provisions of Article X of the
Prior Ordinance are hereby declared applicable and are broadened and extended
so as to cover the bonds of this issue and they are specifically reaffirmed and
adopted as a part of this ordinance as if set forth verbatim herein.
ARTICLE XI - MISCELLANEOUS PROVISIONS AND DEFINITIONS
Except as provided in Sections 1, 2 and 3 of this Article XI, all of the terms,
covenants, conditions and provisions of Article XI of the Prior Ordinance are
hereby declared applicable and are broadened and extended so as to cover the
bonds of this issue and they are specifically reaffirmed and adopted as a part
of this ordinance as if set forth verbatim herein.
Section 1. Section 1104 is amended with respect to the Series 2009 Bonds to
reflect that Merchant Capital, L.L.C., on behalf of itself and as
representative of SunTrust Robinson Humphrey, Inc. and Synovus Securities, Inc.
are the purchasers of the Series 2009 Bonds from the Issuer.
Section 2. Section 1106 is not applicable to the Series 1988 Bonds, the Series
1991 Bonds, the Series 1992 Bonds, the Series 1993 Bonds, the Series 1997
Bonds, the Series 1998 Bonds, the Series 2002 Bonds, the Series 2003 Bonds, the
Series 2005 Bonds, the Series 2007 Bonds, or the Series 2009 Bonds.
Section 3. The Mayor and Clerk of Council are hereby authorized to execute,
for and on behalf of the Issuer, a certification, based upon facts, estimates
and circumstances, as to the reasonable expectations regarding the amount,
expenditure and use of the proceeds derived from the sale of the Series 2009
Bonds, as well as such other documents as may be necessary or desirable in
connection with the issuance and delivery of said Bonds.
Section 4. The use and distribution of the Preliminary Official Statement,
dated May 26, 2009, pertaining to the Series 2009 Bonds are hereby ratified and
approved. The execution, use and distribution of the Official Statement
pertaining to the Series 2009 Bonds are authorized and approved. The Issuer
hereby deems the Preliminary Official Statement final, except for ?Permitted
Omissions,? as of its date for purposes of Rule 15c2-12 promulgated under the
Securities Exchange Act of 1934, as amended (the ?Rule?). As used herein,
?Permitted Omissions? shall mean the offering price(s), interest rate(s),
selling compensation, aggregate principal amount, principal amount per
maturity, delivery dates, ratings, the identity of the underwriter or bond
insurer and other terms of the Series 2009 Bonds and any underlying obligations
depending on such matters, all with respect to the Series 2009 Bonds and any
underlying obligations. The execution and delivery of the 15c2-12 Certificate
required by the Rule are hereby ratified and approved. The execution, delivery
and performance of the Continuing Disclosure Agreement, Appendix E to the
Preliminary Official Statement, are hereby authorized and approved. The Issuer
hereby covenants for the benefit of the owners of the Series 2009 Bonds and the
Underwriters to comply with its obligations under the Continuing Disclosure
Agreement. The Issuer hereby covenants with [Bond Insurer] (the ?Bond Insurer?
or ?Financial Security?) to comply with the terms of the Commitment for the
Municipal Bond Insurance Policy, dated ______________, 2009 and the Commitment
for the Municipal Bond Debt Service Reserve Insurance Policy, dated
_____________________, 2009.
[Section 5. Provisions Relating to Bond Insurance. The Bond Insurer has issued
its Municipal Bond Insurance Policy Commitment, dated ____________________,
2009, to issue its Municipal Bond Insurance Policy relating to the Series 2009
Bonds and its Municipal Bond Debt Service Reserve Insurance Commitment, dated
____________________, 2009, to issue its Municipal Bond Debt Service Reserve
Insurance Policy relating to the Series 2009 Bonds. As a condition to issuing
its Municipal Bond Insurance Policy and the Municipal Bond Debt Service Reserve
Insurance Policy, the Bond Insurer requires that this Ordinance incorporate the
requirements set forth in Exhibit A attached hereto and by this reference
thereto made a part hereof (the ?Bond Insurer Requirements?). The Issuer,
hereby incorporates the Bond Insurer Requirements as a part of this Ordinance
and covenants and agrees that the Bond Insurer Requirements shall govern,
notwithstanding anything to the contrary set forth in this Ordinance.]
[Section 6. The execution, delivery and performance of the Insurance Agreement
are hereby authorized. The Insurance Agreement shall be executed by the Mayor
of Columbus, Georgia and the Clerk or Deputy Clerk of the Council shall attest
the same. The Insurance Agreement shall be in substantially the form attached
hereto as Exhibit B, with such changes, insertions or omissions as may be
approved by the persons executing the same.]
Section 7. The execution, delivery and performance of the Bond Purchase
Agreement are hereby authorized. The Bond Purchase Agreement shall be executed
by the Mayor of Columbus, Georgia and the Clerk or Deputy Clerk of the Council
shall attest the same and the seal of Columbus, Georgia, shall be impressed on
the Bond Purchase Agreement. The Bond Purchase Agreement shall be in
substantially the form presented at this meeting, with such changes, insertions
or omissions as may be approved by the persons executing the same.
Section 8. The Secretary of the Columbus Water Works shall hereby certify that
none of the bonds outstanding hereunder are in default as to principal and
interest and that the Issuer is in substantial compliance with the terms and
conditions of this Ordinance.
Section 9. Global Form; Securities Depository; Ownership of Series 2009 Bonds.
(a) Upon the initial issuance, the ownership of each Series 2009 Bond shall be
registered in the name of the Securities Depository or the Securities
Depository Nominee, and ownership thereof shall be maintained in Book-Entry
Form by the Securities Depository for the account of the Agent Members
thereof. Initially, each Series 2009 Bond shall be registered in the name of
Cede & Co., as the nominee of The Depository Trust Company. Beneficial Owners
will not receive Series 2009 Bonds from the Paying Agent evidencing their
ownership interests. Except as provided in subsection (c) of this Section 9,
the Series 2009 Bonds may be transferred, in whole but not in part, only to the
Securities Depository or the Securities Depository Nominee, or to a successor
Securities Depository selected or approved by the Issuer or to a nominee of
such successor Securities Depository.
(b) With respect to Series 2009 Bonds registered in the name of the Securities
Depository or the Securities Depository Nominee, the Issuer, the Paying Agent,
the Bond Registrar and the Authenticating Agent shall have no responsibility or
obligation to any Agent Member or Beneficial Owner. Without limiting the
foregoing, neither the Issuer, the Paying Agent, the Bond Registrar, the
Authenticating Agent nor their respective affiliates shall have any
responsibility or obligation with respect to:
(i) the accuracy of the records of the Securities Depository, the Securities
Depository Nominee or any Agent Member with respect to any beneficial ownership
interest in the Notes;
(ii) the delivery to any Agent Member, any Beneficial Owner or any other
person, other than the Securities Depository or the Securities Depository
Nominee, of any notice with respect to the Series 2009 Bonds; or
(iii) the payment to any Agent Member, any Beneficial Owner or any other
person, other than the Securities Depository or the Securities Depository
Nominee, of any amount with respect to the principal or interest on the Series
2009 Bonds.
So long as the Notes are registered in Book-Entry Form, the Issuer, the Paying
Agent, the Bond Registrar and the Authenticating Agent may treat the Securities
Depository as, and deem the Securities Depository to be, the absolute owner of
such Series 2009 Bonds for all purposes whatsoever, including without
limitation:
(i) the payment of principal of and interest on such Series 2009 Bonds;
(ii) giving notices of redemption (if applicable) and other matters with
respect to such Series 2009 Bonds;
(iii) registering transfers with respect to such Series 2009 Bonds; and
(iv) the selection of Series 2009 Bonds (if applicable) for redemption.
So long as the Series 2009 Bonds are registered in Book-Entry Form, the Paying
Agent shall pay all principal of and interest on the Series 2009 Bonds only to
the Securities Depository or the Securities Depository Nominee as shown in the
bond register, and all such payments shall be valid and effective to fully
discharge the Issuer?s obligations with respect to payment of principal of and
interest on the Series 2009 Bonds to the extent so paid.
(c) If at any time (i) the Issuer determines that the Securities Depository is
incapable of discharging its responsibilities described herein, (ii) if the
Securities Depository notifies the Issuer that it is unwilling or unable to
continue as Securities Depository with respect to the Notes, or (iii) if the
Securities Depository shall no longer be registered or in good standing under
the Securities Exchange Act of 1934 or other applicable statute or regulation
and a successor Securities Depository is not appointed by the Issuer within 90
days after the Issuer receives notice or becomes aware of such condition, as
the case may be, then this Section 9 shall no longer be applicable and the
Issuer shall execute and the Bond Registrar and Authenticating Agent shall
authenticate and deliver notes representing the Series 2009 Bonds to the owners
of the Series 2009 Bonds. Series 2009 Bonds issued pursuant to this subsection
(c) shall be registered in such names and authorized denominations as the
Securities Depository, pursuant to instructions from the Agent Member or
otherwise, shall instruct the Bond Registrar. Upon exchange, the Bond
Registrar shall deliver such notes representing the Series 2009 Bonds to the
persons in whose names such Series 2009 Bonds are so registered on the business
day immediately preceding the date of such exchange.
(d) For purposes of this Ordinance, the following terms shall have the meanings
set forth below:
?Agent Member? means a member of, or participant in, the Securities Depository.
?Beneficial Owner? means the owners of a beneficial interest in the Series 2009
Bonds are registered in Book-Entry Form.
?Book-Entry Form? or ?Book-Entry System? means, with respect to the Series 2009
Bonds, a form or system, as applicable, under which (i) the ownership of
beneficial interests in the Series 2009 Bonds may be transferred only through
book-entry and (ii) physical Series 2009 Bonds in fully registered form are
registered only in the name of a Securities Depository or its nominee as
holder, with physical Series 2009 Bonds in the custody of a Securities
Depository.
?Securities Depository? means any securities depository that is a ?clearing
corporation? within the meaning of the New York Uniform Commercial Code and a
?clearing agency? registered pursuant to provisions of Section 17A of the
Securities Exchange Act of 1934, operating and maintaining, with its
participants or otherwise, a Book-Entry System to record ownership of
beneficial interest in bonds and bond service charges, and to effect transfers
of bonds in Book-Entry Form, and means, initially, The Depository Trust Company
(a limited purpose trust company), New York, New York.
?Securities Depository Nominee? means any nominee of a Securities Depository
and shall initially mean Cede and Co., New York, New York, as nominee of The
Depository Trust Company.
ARTICLE XII - COVENANTS INCORPORATED
All of the terms, covenants, conditions and provisions of Article XII of the
Prior Ordinance are hereby declared applicable to, and are broadened and
extended so as to cover, the bonds of this issue and they are specifically
reaffirmed and adopted as a part of this ordinance as if set forth verbatim
herein.
ARTICLE XIII - EFFECTIVE DATE
This ordinance shall become law immediately from and after its passage upon
signature of the Mayor and return to the Clerk, and shall become effective at
noon on the day following its becoming law.
ARTICLE XIV - VALIDATION
The Mayor and Clerk of Council shall proceed to have the Bonds herein provided
for validation pursuant to the Revenue Bond Law of the State of Georgia.
Introduced at a regular meeting of the Council of Columbus, Georgia held on May
26, 2009; introduced a second time at a regular meeting of said Council held on
June 2, 2009, and adopted at said meeting by affirmative vote of __________
members of said Council.
Councilor Allen voting
Councilor Anthony voting
Councilor Baker voting
Councilor Barnes voting
Councilor Davis voting
Councilor Hunter voting
Councilor Henderson voting
Councilor McDaniel voting
Councilor Turner-Pugh voting
Councilor Woodson voting
Tiny B. Washington, Clerk Jim Wetherington, Mayor
EXHIBIT A
BOND INSURER REQUIREMENTS
[TO BE INSERTED]
EXHIBIT B
INSURANCE AGREEMENT
CLERK?S CERTIFICATE
The undersigned Clerk of the Council of Columbus, Georgia, DOES HEREBY CERTIFY
that the foregoing pages constitute a true and correct copy of the ordinance
adopted by said Council at an open public meeting duly called and lawfully
assembled on the 2nd day of June, 2009 authorizing the issuance of
[$43,000,000] in aggregate principal amount of Columbus, Georgia Water and
Sewerage Revenue Bonds, Series 2009, the original of said ordinance being duly
recorded in the Minute Book of said Council, which Minute Book is in my custody
and control.
WITNESS my hand and the official seal of Columbus this the 2nd day of June,
2009.
Clerk
(SEAL)
Attachments
No attachments for this document.