RESOLUTION
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 Issuer has heretofore adopted an ordinance on December 17, 1985
(as amended and supplemented, the ?1985 Ordinance?) authorizing the issuance of
revenue bonds for the purpose of financing or refinancing such costs with
respect to the System; and
WHEREAS, the Issuer has determined that it is in the best interests of the
Issuer to modify and enhance the terms and conditions upon which it may issue
revenue bonds with respect to the System and, in connection therewith, has
abrogated its right to issue any additional revenue bonds under the 1985
Ordinance and closed the lien of the 1985 Ordinance pursuant to a Resolution
adopted by the Issuer on February 14, 2012 (the ?Authorizing Resolution?); and
WHEREAS, the Issuer proposes to issue revenue bonds from time to time in one or
more series as determined by the Issuer (the ?Bonds?) to finance or refinance
the costs associated with acquiring, constructing and equipping extensions,
alterations and improvements to the System 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?) (an executed copy of
which is attached hereto as Exhibit A), as supplemented by supplemental trust
indentures identifying each series of the Bonds or other obligations issued
thereunder, between the Issuer and the Trustee; and
WHEREAS, the execution, delivery and performance of the Original Indenture was
approved by the Issuer pursuant to the Authorizing Resolution; and
WHEREAS, the Issuer now proposes to issue refunding bonds pursuant to the terms
of the Original Indenture for the purpose of (a) refunding all or a portion of
the Issuer?s (i) Water and Sewerage Revenue Refunding Bonds, Series 2003,
issued in an original aggregate principal amount of $50,865,000 and (ii) Water
and Sewerage Revenue Refunding Bonds, Series 2005, issued in an original
aggregate principal amount of $45,605,000 (collectively, the ?Refunded
Obligations?); and (b) paying all or a portion of the costs of issuance of the
Series 2012 Bonds hereinafter described; and
WHEREAS, the Issuer proposes to issue its not to exceed $37,000,000 in
principal amount Columbus, Georgia Water and Sewerage Refunding Revenue Bonds,
Series 2012A (the ?Series 2012A Bonds?) and not to exceed $42,000,000 in
principal amount Columbus, Georgia Water and Sewerage Taxable Refunding Revenue
Bonds, Series 2012B (the ?Series 2012B Bonds?; and together with the Series
2012A Bonds, the ?Series 2012 Bonds?) for such purposes; and
WHEREAS, the Series 2012A Bonds will be issued pursuant to the Original
Indenture, as supplemented by a First Supplemental Trust Indenture, dated as of
the first day of the month in which it is executed and delivered (the ?First
Supplemental Indenture?), between the Issuer and the Trustee; and
WHEREAS, the Series 2012B Bonds will be issued pursuant to the Original
Indenture, as supplemented by a Second Supplemental Trust Indenture, dated as
of the first day of the month in which it is executed and delivered (the
?Second Supplemental Indenture?), between the Issuer and the Trustee; and
WHEREAS, the Issuer has determined that the issuance of the Series 2012 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 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 2012 Bonds; and
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 and thereby be for the benefit of 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 2012 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 2012 Bonds. 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 2012 Bonds;
(c) the issuance of the Series 2012 Bonds and the refunding of the Refunded
Obligations will serve the purposes for which the Issuer was created and is
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 2012A Bonds. The
issuance of not to exceed $37,000,000 in aggregate principal amount of
refunding revenue bonds of the Issuer designated as ?Columbus, Georgia Water
and Sewerage Refunding Revenue Bonds, Series 2012A? is hereby authorized. The
Issuer shall approve the final terms of the Series 2012A Bonds in a
supplemental resolution to be adopted prior to the issuance of the Series 2012A
Bonds. The Series 2012A Bonds shall bear interest from their date 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 2012A Bonds bear
interest at an interest rate in excess of 5.0% per annum, which interest shall
be payable on the dates provided in the supplemental resolution authorizing the
final terms of such series of Series 2012A Bonds. The Series 2012A 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 2012A Bonds, but in no
event later than May 1, 2025. The maximum annual debt service on the Series
2012A Bonds in any bond year shall not exceed $7,500,000. The Series 2012A
Bonds shall be issued as fully registered Series 2012A 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 Original Indenture, as supplemented by the First Supplemental
Indenture. The term ?Series 2012A Bonds? as used herein shall be deemed to
mean and include the Series 2012A Bonds as initially issued and delivered and
Series 2012A Bonds issued in exchange therefor, or upon registration of
transfer of, Series 2012A Bonds previously issued.
Any Series 2012A Bonds hereafter issued in exchange for, or upon registration
of transfer of, the Series 2012A Bonds initially issued and delivered shall be
executed in accordance with the provisions of the Original Indenture, as
supplemented by the First Supplemental 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 2012A 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 2012A Bond is being issued in exchange for or upon
registration of transfer of one of the Series 2012A Bonds previously issued and
delivered.
Section 5. Authorization of Issuance of Series 2012B Bonds. The
issuance of not to exceed $42,000,000 in aggregate principal amount of taxable
refunding revenue bonds of the Issuer designated as ?Columbus, Georgia Water
and Sewerage Taxable Refunding Revenue Bonds, Series 2012B? is hereby
authorized. The Issuer shall approve the final terms of the Series 2012B Bonds
in a supplemental resolution to be adopted prior to the issuance of the Series
2012B Bonds. The Series 2012B Bonds shall bear interest from their date 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 2012B Bonds
bear interest at an interest rate in excess of 5.0% per annum, which interest
shall be payable on the dates provided in the supplemental resolution
authorizing the final terms of such series of Series 2012B Bonds. The Series
2012B 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
2012B Bonds, but in no event later than May 1, 2020. The maximum annual debt
service on the Series 2012B Bonds in any bond year shall not exceed
$5,800,000. The Series 2012B Bonds shall be issued as fully registered Series
2012B 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 Original Indenture, as supplemented
by the Second Supplemental Indenture. The term ?Series 2012B Bonds? as used
herein shall be deemed to mean and include the Series 2012B Bonds as initially
issued and delivered and Series 2012B Bonds issued in exchange therefor, or
upon registration of transfer of, Series 2012B Bonds previously issued.
Any Series 2012B Bonds hereafter issued in exchange for, or upon registration
of transfer of, the Series 2012B Bonds initially issued and delivered shall be
executed in accordance with the provisions of the Original Indenture, as
supplemented by the Second Supplemental 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 2012B 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 2012B Bond is being issued in exchange for or upon
registration of transfer of one of the Series 2012B Bonds previously issued and
delivered.
Section 6. Authorization of First Supplemental Indenture. The execution,
delivery and performance of the First Supplemental Indenture relating to the
Series 2012A Bonds between the Issuer and the Trustee are hereby authorized and
approved. The First 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 as attached hereto as Exhibit B, subject to such
changes, insertions or omissions as may be approved by the Mayor of the Issuer,
and the execution of such First 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 7. Authorization of Second Supplemental Indenture. The execution,
delivery and performance of the Second Supplemental Indenture relating to the
Series 2012B Bonds between the Issuer and the Trustee are hereby authorized and
approved. The Second 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 as attached hereto as Exhibit C, subject to such
changes, insertions or omissions as may be approved by the Mayor of the Issuer,
and the execution of such Second 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 8. Execution of the Series 2012 Bonds. The Series 2012 Bonds shall be
executed in the manner provided in the Original Indenture, as supplemented, 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 Original Indenture, as supplemented, to the contrary
notwithstanding, the proper officers, members, agents and employees of the
Issuer are hereby authorized to execute the Series 2012 Bonds in the event of
the absence or incapacity of the Mayor, and the proper officers, members,
agents and employees of the Issuer are hereby authorized to attest the Series
2012 Bonds in the absence or incapacity of the Clerk of the Council of
Columbus, Georgia.
Section 9. Authorization of Preliminary Official Statement. The use
and distribution of the Preliminary Official Statement with respect to the
Series 2012 Bonds in substantially the form as attached hereto as Exhibit D,
subject to such changes, insertions or omissions as may be approved by the
Mayor of the Issuer is hereby authorized and approved.
Section 10. Validation of Series 2012 Bonds. In order to proceed with the
validation of the Series 2012 Bonds, the Mayor of the Issuer 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 2012 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 of the Issuer 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 2012 Bonds.
Section 11. Waiver of Audit. The waiver of the performance audit or
performance review by the Issuer with respect to the Series 2012 Bonds as such
terms are described in O.C.G.A Section 36-82-100 is hereby authorized and
approved.
Section 12. No Personal Liability. No stipulation, obligation or agreement
herein contained or contained in the Original Indenture, First Supplemental
Indenture or the Second Supplemental Indenture (collectively, the ?Bond
Documents?) or any other document relating to the Series 2012 Bonds 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
2012 Bonds or be subject to personal liability or accountability by reason of
the issuance or amendment thereof.
Section 13. 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 2012
Bonds as approved herein.
Section 16. 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 2012 Bonds and the execution, delivery and performance
of the other documents and matters approved herein are hereby in all respects
approved and confirmed.
Section 17. Severability of Invalid Provisions. If any one or more of the
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 agreements and provisions
and shall in no way affect the validity of any of the other agreements and
provisions hereof or of the Series 2012 Bonds authorized hereunder.
Section 18. 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 19. Effective Date. This 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.
Introduced at a regular meeting of the Council of Columbus, Georgia held on the
27th day of March, 2012, 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
CLERK?S CERTIFICATE
The undersigned Clerk of the Council of Columbus, Georgia (the ?Issuer?), does
hereby certify that the foregoing pages of typewritten matter constitute a true
and correct copy of a resolution which was duly adopted on March 27, 2012, by
the Issuer in a meeting duly called and assembled, which meeting was open to
the public and at which a quorum was present and acting throughout, that notice
of such meeting was duly given in accordance with Georgia law, and that the
original of such resolution appears of record in the minute book of the Issuer
which is in my custody and control, and that the same has not been modified,
amended, repealed or rescinded as of the date hereof.
Given under my hand and the seal of the Issuer, this the 27th day of March,
2012.
______________________________
Clerk, Council of Columbus, Georgia
(SEAL)
Attachments
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