SUPPLEMENTAL RESOLUTION
WHEREAS, pursuant to a Resolution (the ?Resolution?) duly adopted by the Mayor
and Council of Columbus, Georgia (the ?Issuer?) on March 27, 2012, the Issuer
authorized the issuance of its (i) Water and Sewerage Refunding Revenue Bonds,
Series 2012A in an aggregate principal amount not to exceed $37,000,000 (the
?Series 2012A Bonds?) and (ii) Water and Sewerage Taxable Refunding Revenue
Bonds, Series 2012B in an aggregate principal amount not to exceed $42,000,000
(the ?Series 2012B Bonds? and, together with the Series 2012A Bonds, the
?Series 2012 Bonds?); and
WHEREAS, the Resolution provides, among other things, that the Series 2012A
Bonds shall not exceed $37,000,000 in aggregate principal amount, shall bear
interest at a rate or rates not to exceed 5.00% per annum, shall mature not
later than May 1, 2025, and shall have a maximum annual debt service of not
more than $7,500,000; and
WHEREAS, the Resolution provides, among other things, that the Series 2012B
Bonds shall not exceed $42,000,000 in aggregate principal amount, shall bear
interest at a rate or rates not to exceed 5.00% per annum, shall mature not
later than May 1, 2020, and shall have a maximum annual debt service of not
more than $5,800,000; and
WHEREAS, the Resolution provides, among other things, that the proceeds of the
Series 2012A Bonds shall be used for the purpose of (a) refunding a portion of
the Issuer?s Water and Sewerage Revenue Refunding Bonds, Series 2005, issued in
an original aggregate principal amount of $45,605,000 (the ?Series 2005
Bonds?); and (b) paying all or a portion of the costs of issuance of the Series
2012A Bonds; and
WHEREAS, the Resolution provides, among other things, that the proceeds of the
Series 2012B Bonds shall be used for the purpose of (a) refunding a portion of
the Issuer?s Water and Sewerage Revenue Refunding Bonds, Series 2003, issued in
an original aggregate principal amount of $50,865,000 (the ?Series 2003
Bonds?); and (b) paying all or a portion of the costs of issuance of the Series
2012B Bonds; and
WHEREAS, the Resolution provides that the application of the proceeds of the
Series 2012 Bonds, the principal amount of the Series 2012 Bonds maturing in
each year (through the operation of a sinking fund or otherwise), the interest
rate on each such maturity and the redemption provisions applicable thereto
will be determined by the Issuer pursuant to a supplemental resolution; and
WHEREAS, it is proposed that the Issuer should authorize (i) the issuance of
the Series 2012 Bonds, (ii) the principal amount of the Series 2012 Bonds
maturing in each year, (iii) the interest rate on each such maturity and (iv)
the redemption provisions applicable thereto; and
WHEREAS, it is proposed that the Issuer should ratify the execution, delivery
and performance of a Bond Purchase Agreement, dated April 4, 2012 (the
?Purchase Agreement?), between the Issuer and Merchant Capital, L.L.C., on
behalf of itself and as representative of SunTrust Robinson Humphrey, Inc. and
Synovus Securities Inc., as the underwriters of the Series 2012 Bonds
(collectively, the ?Underwriter?); and
WHEREAS, it is proposed that the Issuer should authorize the execution,
delivery and performance of a Continuing Disclosure Agreement, dated April 4,
2012 (the ?Disclosure Agreement?); and
WHEREAS, it is proposed that the Issuer should authorize the execution, use and
distribution of an Official Statement, dated April 4, 2012 (the ?Official
Statement?), relating to the Series 2012 Bonds; and
WHEREAS, it is proposed that the Issuer should authorize the execution,
delivery and performance of an Escrow Deposit Agreement, dated as of April 1,
2012 (the ?2005 Escrow Deposit Agreement?), between the Issuer and U.S. Bank
National Association, as escrow agent (the ?2005 Escrow Agent?), relating to
the refunding of a portion of the Series 2005 Bonds; and
WHEREAS, it is proposed that the Issuer should authorize the execution,
delivery and performance of an Escrow Deposit Agreement, dated as of April 1,
2012 (the ?2003 Escrow Deposit Agreement?), between the Issuer and U.S. Bank
National Association, as escrow agent (the ?2003 Escrow Agent?), relating to
the refunding of a portion of the Series 2003 Bonds; and
WHEREAS, capitalized terms used but not defined herein shall have the meanings
assigned to them in the Resolution;
NOW THEREFORE, BE IT RESOLVED by the Mayor and Council of Columbus, Georgia and
IT IS HEREBY RESOLVED, as follows:
Terms of the Series 2012A Bonds. The principal amount of the Series 2012A
Bonds maturing in each year together with the interest rate on each such
maturity are set forth on Exhibit A hereto and within the parameters
established under the Resolution.
Terms of the Series 2012B Bonds. The principal amount of the Series 2012B
Bonds maturing in each year together with the interest rate on each such
maturity are set forth on Exhibit B hereto and within the parameters
established under the Resolution.
Redemption Provisions.
(a) Optional Redemption of Series 2012A Bonds. The Series 2012A Bonds maturing
on and after May 1, 2023 may be redeemed at the direction of the Issuer in
whole or in part at any time on or after May 1, 2022 at a price of par plus
accrued interest, from any moneys which may be available for such purpose and
deposited with the Trustee on or before the date fixed for redemption. Such
redemption shall be made by payment of the principal amount thereof and accrued
interest thereon to the date of redemption.
(b) Optional Redemption of Series 2012B Bonds. The Series 2012B Bonds are not
subject to redemption prior to maturity.
Ratification of Bond Purchase Agreement. The execution, delivery and
performance of the Bond Purchase Agreement between the Issuer and the
Underwriter is hereby ratified and approved.
Authorization of Disclosure Agreement. The execution, delivery and performance
of the Disclosure Certificate is hereby authorized and approved. The
Disclosure Certificate shall be in substantially the form attached hereto as
Exhibit C, with such changes, insertions or omissions as may be approved by the
Mayor of the Issuer, and the execution and delivery by the Mayor and Clerk as
hereby authorized shall be conclusive evidence of the approval of any such
changes, insertions or omissions.
Authorization of Official Statement. The execution, delivery and use of the
Official Statement is hereby authorized and approved. The Official Statement
shall be in substantially the form of the Preliminary Official Statement
authorized pursuant to the Resolution, with such changes, insertions or
omissions as may be approved by the Mayor of the Issuer, and the execution and
delivery by the Mayor and Clerk as hereby authorized shall be conclusive
evidence of the approval of any such changes, insertions or omissions.
Authorization of 2005 Escrow Deposit Agreement. The execution, delivery and
performance of the Bond Purchase Agreement between the Issuer and the
Underwriter is hereby authorized and approved. The Bond Purchase Agreement
shall be in substantially the form attached hereto as Exhibit D, with such
changes, insertions or omissions as may be approved by the Mayor of the Issuer,
and the execution and delivery by the Mayor and Clerk as authorized in the
Resolution shall be conclusive evidence of the approval of any such changes,
insertions or omissions
Authorization of 2003 Escrow Deposit Agreement. The execution, delivery and
performance of the Bond Purchase Agreement between the Issuer and the
Underwriter is hereby authorized and approved. The Bond Purchase Agreement
shall be in substantially the form attached hereto as Exhibit D, with such
changes, insertions or omissions as may be approved by the Mayor of the Issuer,
and the execution and delivery by the Mayor and Clerk as authorized in the
Resolution shall be conclusive evidence of the approval of any such changes,
insertions or omissions
Information Reporting Pursuant to Section 149(e) of the Code. The Mayor of the
Issuer is hereby authorized to sign and file or cause to be filed one or more
completed Information Returns for Tax-Exempt Bonds (IRS Form 8038-G) relating
to the Series 2012 Bonds as required by Section 149(e) of the Internal Revenue
Code of 1986, as amended (the ?Code?) or as otherwise required pursuant to any
other formal guidance from the U.S. Treasury related thereto.
Authorization of Non-Arbitrage Certification. The Mayor of the Issuer is
hereby authorized to execute one or more non-arbitrage certifications with
respect to the Series 2012 Bonds in order to comply with the Code, the
applicable Treasury Regulations thereunder, and to assist King & Spalding LLP,
as Bond Counsel to the Issuer, in rendering its legal opinion that the interest
on the Series 2012A Bonds is excludable from gross income for federal income
tax purposes.
Ratification of Resolution. All of the terms and provisions of the Resolution
are hereby ratified and reaffirmed. Capitalized terms used herein and not
defined shall have the meanings assigned to them in the Resolution.
No Personal Liability. No stipulation, obligation or agreement herein
contained or contained in the Bond Purchase Agreement, Disclosure Agreement,
2005 Escrow Deposit Agreement or 2003 Escrow Deposit Agreement or any agreement
authorized by this Supplemental Resolution shall be deemed to be a stipulation,
obligation or agreement of any officer, director, member, agent or employee of
the Issuer in his or her individual capacity.
General Authority. From and after the execution and delivery of the documents
hereinabove authorized, the proper officers, directors, members, agents and
employees of the Issuer are hereby authorized, empowered and directed to do all
such acts and things and to execute all such documents as may be necessary to
carry out and comply with the provisions of said documents as executed and are
further authorized to take any and all further actions and to execute and
deliver any and all other documents and certificates as may be necessary or
desirable in connection with the issuance of the Series 2012 Bonds and the
execution, delivery and performance of the Bond Purchase Agreement, the
Disclosure Agreement, the 2005 Escrow Deposit Agreement, the 2003 Escrow
Deposit Agreement and the other agreements authorized by this Supplemental
Resolution.
Actions Approved and Confirmed. All acts and doings of the officers,
directors, members, agents and employees of the Issuer which are in conformity
with the purposes and intents of this Supplemental Resolution and in the
furtherance of the issuance of the Series 2012 Bonds and the execution,
delivery and performance of the Bond Purchase Agreement, the Disclosure
Agreement, , the 2005 Escrow Deposit Agreement, the 2003 Escrow Deposit
Agreement and the other agreements authorized by this Supplemental Resolution
are, in all respects, approved and confirmed.
Severability of Invalid Provisions. If any one or more of the covenants,
agreements or provisions herein contained 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 covenants, agreements and
provisions and shall in no way affect the validity of any of the other
covenants, agreements and provisions hereof or of the Resolution or the Series
2012 Bonds.
Repealing Clause. All Resolutions or parts thereof of the Issuer in conflict
with the provisions herein contained are, to the extent of such conflict,
hereby superseded and repealed.
Effective Date. This Supplemental Resolution shall be effective immediately
upon its adoption.
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APPROVED BY THE COUNCIL OF COLUMBUS, GEORGIA on the 10th day of April, 2012.
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 _________.
_________________________________ ___________________________________
SANDRA T. DAVIS, DEPUTY CLERK TERESA PIKE TOMLINSON, MAYOR
EXHIBIT A
TERMS OF SERIES 2012A BONDS
MATURITIES, AMOUNTS, INTEREST RATES AND YIELDS
EXHIBIT B
TERMS OF SERIES 2012B BONDS
MATURITIES, AMOUNTS, INTEREST RATES AND YIELDS
EXHIBIT C
CONTINUING DISCLOSURE AGREEMENT
EXHIBIT D
2005 ESCROW DEPOSIT AGREEMENT
EXHIBIT E
2003 ESCROW DEPOSIT AGREEMENT
CLERK?S CERTIFICATE
I, Sandra T. Davis, Deputy Clerk of Columbus, Georgia (the ?Issuer?), do hereby
certify: DOES HEREBY CERTIFY that the foregoing pages constitute a true and
correct copy of the supplemental resolution, duly adopted by the Mayor and
Council of the City on the 10th day of April, 2012, authorizing the issuance of
$27,705,000 in aggregate principal amount of Columbus, Georgia Water and
Sewerage Refunding Revenue Bonds, Series 2012A and $38,865,000 in aggregate
principal amount of Columbus, Georgia Water and Sewerage Taxable Refunding
Revenue Bonds, Series 2012B, the original of said resolution being duly
recorded in the Minute Book of said Issuer, which Minute Book is in my custody
and control.
Given under my hand and the seal of the Columbus, Georgia, this the 10th day of
April, 2012.
________________________________
Deputy Clerk of Council
(SEAL)
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