A RESOLUTION
NO. _______
A RESOLUTION OF THE COUNCIL OF COLUMBUS, GEORGIA (THE ?COUNCIL?) APPROVING A
RESOLUTION ADOPTED BY THE HOSPITAL AUTHORITY OF COLUMBUS (THE ?AUTHORITY?)
AUTHORIZING THE ISSUANCE OF ITS REVENUE ANTICIPATION CERTIFICATES, SERIES 2013
IN ACCORDANCE WITH THE OFFICIAL INTENT OF THE COUNCIL CONTAINED IN ITS
RESOLUTION NO. 292-11; TO AUTHORIZE AND DIRECT THE FINANCE DIRECTOR OF COLUMBUS
TO REVIEW AND APPROVE THE NOTICE OF SALE AND THE ACCEPTANCE OF BIDS FOR THE
SERIES 2013 CERTIFICATES; TO AUTHORIZE THE MAYOR OR MAYOR PRO-TEM TO EXECUTE
THE CONTRACT IN FINAL FORM SETTING FORTH THE EXACT MATURITIES AND INTEREST
RATES ON THE SERIES 2013 CERTIFICATES; TO REAFFIRM THE PROVISIONS OF RESOLUTION
NO. 292-11 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 ISSUANCE AND DELIVERY OF THE SERIES 2013 CERTIFICATES; AND FOR OTHER
PURPOSES.
WHEREAS, the Authority requested by resolution adopted in a meeting on August
26, 2011, and ratified at regular meeting of the Authority on August 30, 2011,
that the Council declare its official intent for Columbus to enter into an
intergovernmental contract with the Authority (the ?Contract?) in accordance
with the Hospital Authorities Law of Georgia, whereby Columbus shall agree to
the extent required and within the seven mill limitation described in the
Hospital Authorities Law to pay to or for the account of the Authority amounts
sufficient to pay the debt service on certain revenue anticipation certificates
proposed for issuance by the Authority; and
WHEREAS, the Council, as the governing body for Columbus, Georgia (?Columbus?),
declared its official intent, by Resolution No. 292-11, adopted on September
13, 2011, to enter into the Contract and any other necessary documents relating
to the issuance of said revenue anticipation certificates then designated as
the Series 2011 Certificates and now designated as the HOSPITAL AUTHORITY OF C
OLUMBUS REVENUE ANTICIPATION CERTIFICATES, SERIES 2013 (the ?Series 2013
Certificates?); and
WHEREAS, Resolution No. 292-11 stated that the Contract shall be presented to
Council in final form for approval prior to its execution and delivery by
Columbus; and
WHEREAS, the Authority adopted a resolution on January 17, 2013, authorizing
the issuance of the Series 2013 Certificates which is to be supplemented and
amended by the Authority prior to the issuance and delivery of the Series 2013
Certificates; and
WHEREAS, a certified copy of the resolution of the Authority adopted on January
17, 2013, together with the form of the Contract which is attached thereto as
an exhibit, is on file in the office of the Clerk of Council; and 2
WHEREAS, pursuant to the terms of the resolution adopted by the Authority on
January 17, 2013, the Authority authorized and directed its Financial Advisor,
Davenport & Company LLC, in coordination with the President and Vice President
of the Authority to distribute and cause to be published, in print or
electronically, an official notice of sale (the ?Notice of Sale?) in which
bidders will be requested to submit bids to the Authority for purchase of the
Series 2013 Certificates, and authorized the President or Vice President, with
the assistance of Davenport & Company LLC, to review the bids and award the
sale of the Series 2013 Certificates to the bidder(s) submitting the highest
and best bid, with the lowest true interest costs to the Authority; and
WHEREAS, the payment of the Series 2013 Certificates and the interest thereon
shall be secured by a first and prior pledge of and charge or lien on the gross
revenues derived by the Authority from its ownership and operation of Muscogee
Manor and Rehabilitation Center, Cobis Personal Care Home, Azalea Trace Nursing
Center and Muscogee Home Health (collectively, the ?Current Facilities?) and
the new Muscogee Manor and Rehabilitation Center, upon completion (the ?New
Facilities? and together with the Current Facilities, the ?Health Care
System?); and
WHEREAS, the Authority anticipates that revenues from the Health Care System
will be sufficient to pay the debt service on the Series 2013 Certificates;
however, in addition to pledging the gross revenues of the Authority derived
from the Health Care System, the Authority wishes to secure payment of the
Series 2013 Certificates with a pledge of any payments it receives from
Columbus pursuant to the Contract; and
WHEREAS, the Contract provides that to the extent necessary Columbus will levy
an annual ad valorem tax on all taxable property located within the territorial
limits of Columbus at a rate not to exceed four mills of the seven mill limit
authorized under the Hospital Authorities Law of Georgia, to produce in each
year revenues which are sufficient to pay the principal of and interest on the
Series 2013 Certificates and to provide for the continued operation of the
Health Care System.
NOW, THEREFORE, BE IT RESOLVED by the Council of Columbus,
Georgia as follows:
1. The Council hereby approves and ratifies the actions of the Authority in
proceeding with the issuance of the Series 2013 Certificates, and approves the
resolution adopted by the Authority on January 17, 2013, and the form of the
Contract attached thereto.
2. The Council hereby authorizes the Finance Director of Columbus to review and
approve the Notice of Sale and the acceptance of bids by the Authority as
authorized by the resolution of the Authority adopted on January 17, 2013.
3. The Council hereby waives the presentation of the final form of the Contract
for approval of Council prior to its execution and delivery as contemplated in
Resolution No. 292-11 and hereby authorizes the Mayor or Mayor Pro-Tem to
execute and deliver the Contract in substantially the same form attached to the
executed copy of the Authority?s January 17, 2013 resolution which is on file
in the office of the Clerk of Council.
4. Prior to its execution and delivery, the Contract shall be modified and
completed to set forth the exact maturities and interest rates on the Series
2013 Certificates, the debt service which Columbus agrees to pay to or for the
account of the Authority under the conditions and on the terms set forth in the
Contract and to the extent the Gross Revenues of the Authority are insufficient
therefore. With the advice of the City Attorney, the Mayor shall be authorized
to approve any modifications or corrections to the Contract and the execution
and delivery of the Contract by the Mayor shall be conclusive evidence of such
approval.
5. The Council hereby authorizes the Clerk of Council to attest such execution
and delivery and to affix the seal of Columbus thereto.
6. The Mayor, City Manager, Finance Director, City Attorney and such other
officers or agents of Columbus as may be required are directed to take such
actions as are necessary to provide security for payment of the Series 2013
Certificates, to fulfill the obligations of Columbus pursuant to the Contract,
and to execute closing documents necessary for the issuance of the Series 2013
Certificates, as the same shall be delivered, supplemented, or amended, and to
take such other actions as may be required in accordance with the intents and
purposes of this resolution.
7. All provisions of Resolution No. 292-11, which are not in conflict herewith,
are hereby restated, ratified, and confirmed, as fully as if set forth herein
verbatim.
INTRODUCED at a regular meeting of the Council of Columbus, Georgia, held
January 22, 2013, and adopted at said meeting by the affirmative vote of
_______ members of said Council.
Councilor Allen voting____________.
Councilor Baker voting____________.
Councilor Barnes voting___________.
Councilor Davis voting____________.
Councilor Henderson voting________.
Councilor Huff voting_____________.
Councilor McDaniel voting_________.
Councilor Pugh voting_____________.
Councilor Thomas voting___________.
Councilor Woodson voting__________.
__________________________________
____________________________________
TINY B. WASHINGTON TERESA PIKE TOMLINSON
CLERK MAYOR
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