RESOLUTION
NO. ________
A RESOLUTION OF THE COUNCIL OF COLUMBUS, GEORGIA (THE "COUNCIL"), AUTHORIZING
THE ISSUANCE OF COLUMBUS GEORGIA, WATER AND SEWERAGE REFUNDING REVENUE BONDS,
SERIES 2013 IN ACCORDANCE WITH THE REQUEST OF THE COLUMBUS, GEORGIA BOARD OF
WATER COMMISSIONERS (?THE BOARD?) AS SET FORTH IN COUNCIL RESOLUTION NO.
16-13; TO REAFFIRM THE PROVISIONS OF RESOLUTION NO. 16-13 WHICH ARE NOT IN
CONFLICT HEREWITH; TO AUTHORIZE THE MAYOR AND OTHER OFFICIALS OF COLUMBUS TO
TAKE SUCH FURTHER ACTIONS AS ARE NECESSARY TO PROVIDE FOR THE SALE, ISSUANCE
AND DELIVERY OF THE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$63,000,000; FOR THE PURPOSE OF REFUNDING CERTAIN REFUNDED OBLIGATIONS AS
DEFINED HEREIN; AND FOR OTHER PURPOSES.
WHEREAS, Columbus, Georgia (the ?Issuer?) is a political subdivision of the
State of Georgia, duly created and validly existing pursuant to the laws of the
State of Georgia and owns a water and sewerage system (the ?System?) in the
City of Columbus, Georgia; and
WHEREAS, under and by virtue of the Constitution and laws of the State of
Georgia, including particularly the Revenue Bond Law of the State of Georgia
(O.C.G.A. Section 36-82-60 et seq., as amended, the ?Act?), the Issuer has the
authority to issue interest-bearing revenue bonds for the purpose of (i)
financing or refinancing, in whole or in part, the costs of certain additions,
extensions and improvements to the System, and acquiring the necessary property
therefor, both real and personal and (ii) paying expenses incident thereto; and
WHEREAS, the Council, at the request of the Board, as set forth in the
Resolution adopted by the Board on January 14, 2013 (the ?Board Resolution?),
now proposes to issue refunding revenue bonds for the purpose of (a) refunding
all or a portion of the Issuer?s (i) $40,000,000 in original aggregate
principal amount of Water and Sewerage Revenue Bonds, Series 2007 (the ?Series
2007 Bonds?), (ii) Georgia Environmental Finance Authority (?GEFA?) Loan
#CW93004, currently outstanding in an aggregate principal amount of $3,635,832,
(iii) GEFA Loan #CW97001P1, currently outstanding in an aggregate principal
amount of $9,321,491, and (iv) GEFA Loan #DW97019, currently outstanding in an
aggregate principal amount of $2,098,928 (collectively, the ?Refunded
Obligations?); and (b) paying all or a portion of the costs of issuance of such
refunding bonds; and
WHEREAS, based on the Board?s recommendations recited in the Board Resolution,
the Issuer proposes to issue not to exceed $63,000,000 in aggregate principal
amount (such principal amount to be reduced by a like amount of any premium
received from the sale of such bonds) of its Columbus, Georgia Water and
Sewerage Refunding Revenue Bonds, Series 2013 (the ?Series 2013 Bonds?) for
such purposes; and
WHEREAS, the Issuer has determined that the issuance of the Series 2013 Bonds
will reduce the cost of providing water and sewerage services to the citizens
of the City of Columbus, Georgia served by the Issuer?s System and further the
public purposes for which the Issuer was created; and
WHEREAS, the Series 2013 Bonds will be issued pursuant to a Trust Indenture,
dated as of February 1, 2012 (the ?Original Indenture?), between the Issuer and
U.S. Bank National Association, as trustee (the ?Trustee?), as supplemented by
a Third Supplemental Trust Indenture, dated as of March 1, 2013 (the ?Third
Supplemental Indenture? and, together with the Original Indenture, the
?Indenture?), between the Issuer and the Trustee; and
WHEREAS, the Issuer proposes to authorize and approve the use and distribution
of a Preliminary Official Statement (the ?Preliminary Official Statement?) in
connection with the offering and sale of the Series 2013 Bonds; and
WHEREAS, the Issuer proposes to authorize and approve the execution and
delivery by the Mayor of the City of a Bond Purchase Agreement (the ?Bond
Purchase Agreement?) relating to the sale of the Bonds to Merchant Capital,
L.L.C. (the ?Underwriter?), subject to the limitations provided herein;
NOW, THEREFORE, BE IT RESOLVED:
Section 1. Authority for Bond Resolution. This resolution is adopted pursuant
to the provisions of the Act.
Section 2. Findings. It is hereby ascertained, determined and declared that:
(a) the refunding of the Refunded Obligations will benefit the Issuer by
reducing the cost of its indebtedness, thereby benefiting the citizens of the
City of Columbus, Georgia served by the Issuer?s System, and will otherwise
further the public purposes intended to be served by the Act;
(b) the Series 2013 Bonds shall be payable solely from an interest in the Net
Revenues (as defined in the Indenture) of the System, and the Series 2013 Bonds
will not constitute a debt or general obligation or a pledge of the faith and
credit of the State of Georgia or any political subdivision thereof, including
the City of Columbus, Georgia. Neither the State of Georgia nor any political
subdivision thereof, including the City of Columbus, Georgia, shall be
obligated to pay the principal of, redemption premium (if any) or interest on
the Series 2013 Bonds, except as set forth in the Indenture. Neither the faith
and credit nor the taxing power of the State of Georgia or any political
subdivision thereof, including the City of Columbus, Georgia, is pledged to the
payment of the principal of, redemption premium (if any) or interest on the
Series 2013 Bonds; and
(c) the issuance of the Series 2013 Bonds and the refunding of the Refunded
Obligations will serve the purposes for which the Issuer was created and are
sound, reasonable and feasible.
Section 3. Authorization of Refunding. The refunding of the Refunded
Obligations is hereby authorized.
Section 4. Authorization of Issuance of Series 2013 Bonds. The issuance of
not to exceed $63,000,000 in aggregate principal amount (such principal amount
to be reduced by a like amount of any premium received from the sale of such
bonds) of refunding revenue bonds of the Issuer designated as ?Columbus,
Georgia Water and Sewerage Refunding Revenue Bonds, Series 2013? is hereby
authorized. The Issuer shall approve the final terms of the Series 2013 Bonds
in a supplemental resolution to be adopted prior to the issuance of the Series
2013 Bonds. The Series 2013 Bonds shall bear interest from their date of
issuance until their payment at the respective rate or rates of interest per
annum authorized in such supplemental resolution, but in no event shall any
Series 2013 Bonds bear interest at an interest rate in excess of 5.5% per
annum, which interest shall be payable on the dates provided in the
supplemental resolution authorizing the final terms of such series of Series
2013 Bonds. The Series 2013 Bonds shall mature on such date or dates as may be
provided in the supplemental resolution authorizing the final terms of such
series of Series 2013 Bonds, but in no event later than May 1, 2031. The
maximum annual debt service on the Series 2013 Bonds in any bond year shall not
exceed $129,465,000. The Series 2013 Bonds shall be issued as fully registered
Series 2013 Bonds in various denominations with such rights of exchangeability
and registration of transfer and shall be in the form and executed and
authenticated in the manner provided in the Indenture. The term ?Series 2013
Bonds? as used herein shall be deemed to mean and include the Series 2013 Bonds
as initially issued and delivered and Series 2013 Bonds issued in exchange
therefor, or upon registration of transfer of, Series 2013 Bonds previously
issued.
Any Series 2013 Bonds hereafter issued in exchange for, or upon registration of
transfer of, the Series 2013 Bonds initially issued and delivered shall be
executed in accordance with the provisions of the Indenture, and such execution
by the Mayor and Clerk of Council of Columbus, Georgia, whether present or
future, is hereby authorized. A certificate of validation shall be endorsed
upon each of the Series 2013 Bonds hereafter issued, and the Clerk of the
Superior Court of Muscogee County, Georgia, is instructed to execute such
certificate of validation upon the written request of the Trustee or the
Issuer, specifying that such Series 2013 Bond is being issued in exchange for
or upon registration of transfer of one of the Series 2013 Bonds previously
issued and delivered.
Section 5. Authorization of Third Supplemental Indenture. The execution,
delivery and performance of the Third Supplemental Indenture relating to the
Series 2013 Bonds between the Issuer and the Trustee be, and the same are,
hereby authorized and approved. The Third Supplemental Indenture shall be
executed by the Mayor and attested by the Clerk of the Council of Columbus,
Georgia, and shall be in substantially the form on file with the Clerk of the
Council, subject to such changes, insertions or omissions as may be approved by
the Mayor of the Issuer, and the execution of such Third Supplemental Indenture
by the Mayor and Clerk of the Council of Columbus, Georgia as hereby authorized
shall be conclusive evidence of any such approval.
Section 6. Execution of the Series 2013 Bonds. The Series 2013 Bonds shall be
executed in the manner provided in the Indenture and the same shall be
delivered to the Trustee for proper authentication and delivery with
instructions to that effect as provided in such Indenture. Anything herein or
in the Indenture to the contrary notwithstanding, the Mayor Pro Tem is hereby
authorized to execute the Series 2013 Bonds in the event of the absence or
incapacity of the Mayor, and the Deputy Clerk is hereby authorized to attest
the Series 2013 Bonds in the absence or incapacity of the Clerk of the Council
of Columbus, Georgia.
Section 7. Bond Purchase Agreement. The execution, delivery and performance
of the Bond Purchase Agreement relating to the Series 2013 Bonds between the
Issuer and the Underwriter be, and the same are, hereby authorized and
approved. The Bond Purchase Agreement shall be executed by the Mayor and
attested by the Clerk of the Council of Columbus, Georgia, and shall be in
substantially the form on file with the Clerk of Council, subject to such
changes, insertions or omissions as may be approved by the Mayor of the Issuer,
and the execution of such Bond Purchase Agreement by the Mayor and Clerk of the
Council of Columbus, Georgia as hereby authorized shall be conclusive evidence
of any such approval.
Section 8. Validation of Series 2013 Bonds. In order to proceed with
the validation of the Series 2013 Bonds, the Mayor is hereby authorized and
directed to notify the District Attorney of the Chattahoochee Judicial Circuit
of the action taken by the Issuer as shown by this resolution, to request the
District Attorney to institute proper proceedings to confirm and validate the
Series 2013 Bonds and to pass upon the security therefor, to acknowledge
service and to make answer on behalf of the Issuer in such proceedings. The
Mayor is authorized to take any and all further action and to execute any and
all further instruments and pleadings as such Mayor might deem necessary to
accomplish validation of the Series 2013 Bonds.
Section 9. Authorization of Preliminary Official Statement. The use and
distribution of the Preliminary Official Statement with respect to the Series
2013 Bonds in substantially the form on file with the Clerk of the Council,
subject to such changes, insertions or omissions as may be approved by the
Mayor of the Issuer is hereby authorized and approved.
Section 10. Waiver of Audit. The waiver of the performance audit or
performance review by the Issuer with respect to the Series 2013 Bonds as such
terms are described in O.C.G.A Section 36-82-100 is hereby authorized and
approved.
Section 11. No Personal Liability. No stipulation, obligation or agreement
herein contained or contained in the Indenture, or any other document relating
to the Series 2013 Bonds (collectively, the ?Bond Documents?), shall be deemed
to be a stipulation, obligation or agreement of any officer, member, agent or
employee of the Issuer in his or her individual capacity and no such officer,
member, agent or employee shall be personally liable on the Series 2013 Bonds
or the Bond Documents or be subject to personal liability or accountability by
reason of the issuance of the Series 2013 Bonds.
Section 12. General Authority. From and after the adoption of this
resolution, the proper officers, members, agents and employees of the Issuer
are hereby authorized, empowered and directed to do all such acts and things,
including, but not limited to executing and delivering all documents,
instruments, or certificates as may be necessary or convenient to carry out and
comply with the provisions of this resolution and are further authorized to
take any and all further actions and to execute and deliver any and all other
documents, closing papers and certificates, as may be necessary or desirable in
connection with the validation, issuance, sale and delivery of the Series 2013
Bonds as approved herein.
Section 13. Actions Approved and Confirmed. All acts and doings of the
officers, members, agents and employees of the Issuer which are in conformity
with the purposes and intent of this resolution and in furtherance of the
issuance of the Series 2013 Bonds and the execution, delivery and performance
of the Bond Documents and other documents and matters approved herein are
hereby in all respects approved and confirmed.
Section 14. Severability of Invalid Provisions. If any one or more of the
agreements or provisions herein contained, in the Series 2013 Bonds or in the
Bond Documents 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,
of the Bond Documents, or of the Series 2013 Bonds authorized hereunder.
Section 15. Repealing Clause. Any and all resolutions or parts of resolutions
in conflict with this Bond Resolution are hereby repealed, and this Bond
Resolution shall be of full force and effect from and after its adoption.
Section 16. Effective Date. This Bond Resolution shall take effect
immediately upon its adoption and upon the approval of the actions of the
Issuer authorized herein by the Council of Columbus, Georgia.
APPROVED BY THE COUNCIL OF COLUMBUS, GEORGIA on the 26th day of February, 2013.
Councilor Allen voting___________.
Councilor Baker voting___________.
Councilor Barnes voting__________.
Councilor Davis voting___________.
Councilor Henderson voting_______.
Councilor Huff voting____________.
Councilor McDaniel voting________.
Councilor Thomas voting__________.
Councilor Pugh voting____________.
Councilor Woodson voting_________.
_________________________________ ___________________________________
TINY B. WASHINGTON, CLERK TERESA PIKE TOMLINSON, MAYOR
Attachments
No attachments for this document.