RESOLUTION
NO.
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 now in the best interests of the
Issuer to modify and enhance the terms and conditions upon which it may be
issue revenue bonds with respect to the System and, in connection therewith,
proposes to abrogate its right to issue any additional revenue bonds under the
1985 Ordinance and to close the lien of the 1985 Ordinance; and
WHEREAS, the Issuer proposes to issue bonds from time to time hereafter 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 ?Indenture?), between the
Issuer and U.S. Bank National Association, as trustee (the ?Trustee?), as
supplemented by supplemental trust indentures identifying each series of the
bonds or other obligations issued thereunder, between the Issuer and the
Trustee;
NOW, THEREFORE, THE COUNCIL OF COLUMBUS, GEORGIA HEREBY RESOLVES:
Section 1. Authority for Resolution. This resolution is adopted pursuant to
the provisions of the Constitution and laws of the State of Georgia, including
the Act.
Section 2. Findings. It is hereby ascertained, determined and declared that
the execution and delivery of the Indenture, and the abrogation of the right of
the Issuer to issue additional revenue bonds under the 1985 Ordinance in
connection therewith, will benefit the Issuer and be for the benefit of the
citizens of the City of Columbus, Georgia served by the System, and will
otherwise further the public purposes intended to be served by the Act.
Section 3. Authorization of Indenture. The execution, delivery and
performance of the Indenture between the Issuer and the Trustee be and the same
are hereby authorized and approved. The 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 ?A,? subject to such
changes, insertions or omissions as may be approved by the Mayor of the Issuer,
and the execution of such Indenture by the Mayor and Clerk of the Council of
Columbus, Georgia as hereby authorized shall be conclusive evidence of any such
approval.
Section 4. Ratification of 1985 Ordinance; Abrogation of Right to Issue Bonds.
The Issuer hereby abrogates its right to issue any additional revenue bonds
under the 1985 Ordinance and hereby authorizes closing the lien of the 1985
Ordinance as provided in the Indenture. Except as provided in the foregoing
sentence, however, the 1985 Ordinance is hereby ratified and shall remain in
full force and effect until such time as the Issuer shall have paid in full, or
made provision for the payment in full, of all revenue bonds and any and all
other obligations of the Issuer thereunder.
Section 5. No Personal Liability. No stipulation, obligation or agreement
herein contained or contained in any Indenture 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 obligations issued pursuant
to the terms of the Indenture or be subject to personal liability or
accountability by reason of the issuance or amendment thereof.
Section 6. 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.
Section 7. 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 the execution, delivery and
performance of the Indenture and matters approved herein are hereby in all
respects approved and confirmed.
Section 8. 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.
Section 9. Repealing Clause. Any and all resolutions or parts of resolutions
in conflict with this Resolution are hereby repealed, and this Resolution shall
be of full force and effect from and after its adoption.
Section 10. 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
14th day of February, 2012, and adopted at said meeting by the affirmative vote
of ______ members of 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________
______________ __
_____________________________
SANDRA T. DAVIS TERESA PIKE TOMLINSON
Clerk of Council 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 February 14, 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 14th day of February,
2012.
______________________________
Clerk
(SEAL)
Attachments