RESOLUTION
NO. ________
A RESOLUTION OF THE COUNCIL OF COLUMBUS, GEORGIA (THE "COUNCIL") AUTHORIZING
THE ISSUANCE OF COLUMBUS, GEORGIA WATER AND SEWERAGE REVENUE BONDS, SERIES 2016
IN ACCORDANCE WITH THE REQUEST OF THE COLUMBUS, GEORGIA BOARD OF WATER
COMMISSIONERS (THE ?BOARD?) AS SET FORTH IN COUNCIL RESOLUTION NO. 25-16; TO
REAFFIRM THE PROVISIONS OF RESOLUTION NO. 25-16 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 AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $72,000,000 FOR THE
PURPOSE OF REFUNDING THE SERIES 2009 BONDS AS DEFINED HEREIN AND FOR FINANCING
CERTAIN ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE SYSTEM 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
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 February 8, 2016 (the ?Board Resolution?),
now proposes to issue revenue bonds for the purpose of (a) financing or
refinancing certain additions, extensions and improvements to the System (the
?Project?), (b) refunding all or a portion of the Issuer?s outstanding
$41,780,000 in original aggregate principal amount Water and Sewerage Revenue
Bonds, Series 2009 (the ?Series 2009 Bonds?), and (c) paying all or a portion
of the costs of issuance of the Series 2016 Bonds; and
WHEREAS, based on the Board?s recommendations recited in the Board Resolution,
the Issuer proposes to issue not to exceed $72,000,000 in aggregate principal
amount (such principal amount to be inclusive of any premium received from the
sale of the bonds) of its Columbus, Georgia Water and Sewerage Revenue Bonds,
Series 2016 (the ?Series 2016 Bonds?) for such purposes; and
WHEREAS, the Issuer has determined that the issuance of the Series 2016 Bonds
will reduce the cost of providing water and sewerage services to the citizens
of Columbus, Georgia served by the Issuer?s System and further the public
purposes for which the Issuer was created; and
WHEREAS, the Series 2016 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
various supplemental indentures including the Fifth Supplemental Trust
Indenture, dated as of April 1, 2016 (the ?Fifth Supplemental Indenture? and
the Original Indenture as supplemented, 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?) and
to authorize the execution, use and distribution of an Official Statement (the
?Official Statement?), in connection with the offering and sale of the Series
2016 Bonds; and
WHEREAS, the Issuer desires to approve the execution of a Rule 15c2-12
Certificate (the ?Rule 15c2-12 Certificate?) in connection with the Series 2016
Bonds; and
WHEREAS, the Issuer proposes to authorize and approve the execution and
delivery by the Mayor of the Issuer of a Bond Purchase Agreement (the ?Bond
Purchase Agreement?) relating to the sale of the Series 2016 Bonds to one or
more underwriters, including but not limited to Stifel, Nicolaus & Company,
Incorporated, as representative of itself and SunTrust Robinson Humphrey, Inc.
(collectively, the ?Underwriter?), subject to the limitations provided herein;
and
WHEREAS, it is proposed that the Issuer should authorize the execution,
delivery and performance of a Continuing Disclosure Agreement (the ?Disclosure
Agreement?);
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 financing of the Project and the refunding of the Series 2009 Bonds
will benefit the Issuer by reducing the cost of its indebtedness, thereby
benefiting the citizens 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 2016 Bonds shall be payable solely from an interest in the Net
Revenues (as defined in the Indenture) of the System, and the Series 2016 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
Columbus, Georgia. Neither the State of Georgia nor any political subdivision
thereof, including Columbus, Georgia, shall be obligated to pay the principal
of, redemption premium (if any) or interest on the Series 2016 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
Columbus, Georgia, is pledged to the payment of the principal of, redemption
premium (if any) or interest on the Series 2016 Bonds; and
(c) the issuance of the Series 2016 Bonds and the refunding of the Series 2009
Bonds will serve the purposes for which the Issuer was created and are sound,
reasonable and feasible.
Section 3. Authorization of Financing of Project and Refunding of Series 2009
Bonds. The financing of the Project and the refunding of the Series 2009 Bonds
is hereby authorized.
Section 4. Authorization of Issuance of Series 2016 Bonds. The issuance of
not to exceed $72,000,000 in aggregate principal amount (such principal amount
to be inclusive of any premium received from the sale of the bonds) of revenue
bonds of the Issuer designated as ?Columbus, Georgia Water and Sewerage Revenue
Bonds, Series 2016? is hereby authorized. The Issuer shall approve the final
terms of the Series 2016 Bonds in a supplemental resolution to be adopted prior
to the issuance of the Series 2016 Bonds. The Series 2016 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 2016 Bonds bear interest at an interest rate in
excess of 5.50% per annum, which interest shall be payable on the dates
provided in the supplemental resolution authorizing the final terms of such
series of Series 2016 Bonds. The Series 2016 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 2016 Bonds, but in no event later than May
1, 2036. The maximum annual debt service on the Series 2016 Bonds in any bond
year shall not exceed $7,100,000. The Series 2016 Bonds shall be issued as
fully registered Series 2016 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 2016 Bonds? as used herein shall be deemed to mean and include the
Series 2016 Bonds as initially issued and delivered and Series 2016 Bonds
issued in exchange therefor, or upon registration of transfer of, Series 2016
Bonds previously issued.
Any Series 2016 Bonds hereafter issued in exchange for, or upon registration of
transfer of, the Series 2016 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 2016 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 2016 Bond is being issued in exchange for
or upon registration of transfer of one of the Series 2016 Bonds previously
issued and delivered.
Section 5. Authorization of Fifth Supplemental Indenture. The execution,
delivery and performance of the Fifth Supplemental Indenture relating to the
Series 2016 Bonds between the Issuer and the Trustee be, and the same are,
hereby authorized and approved. The Fifth 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 Fifth 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. Authorization of the Bond Purchase Agreement. The execution,
delivery and performance of the Bond Purchase Agreement relating to the Series
2016 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 7. Authorization of Preliminary Official Statement. The use and
distribution of the Preliminary Official Statement with respect to the Series
2016 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. The Mayor of the Issuer
is hereby authorized to ?deem final? the Preliminary Official Statement within
the meaning of SEC Rule 15c2-12 of the Securities and Exchange Commission.
Section 8. Execution of the Rule 15c2-12 Certificate. The execution, delivery
and performance of the Rule 15c2-12 Certificate be, and the same are, hereby
authorized and approved. The Rule 15c2-12 Certificate shall be executed by the
Mayor and the designated official of the Board, 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 Rule 15c2-12 Certificate by the Mayor and the designated official of
the Board as hereby authorized shall be conclusive evidence of any such
approval.
Section 9. 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, with such changes, insertions or omissions as may be approved by the
Mayor of the Issuer, and the execution and delivery by the Mayor as hereby
authorized shall be conclusive evidence of the approval of any such changes,
insertions or omissions.
Section 10. Authorization of Disclosure Agreement. The execution, delivery and
performance of the Disclosure Agreement is hereby authorized and approved. The
Disclosure Agreement shall be executed by the Mayor and the designated official
of the Board, 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 Disclosure
Agreement by the Mayor and the designated official of the Board as hereby
authorized shall be conclusive evidence of any such approval.
Section 11. Designation of Trustee. U.S. Bank National Association is hereby
designated as the Trustee under the Indenture for the Series 2016 Bonds.
Section 12. Execution of the Series 2016 Bonds. The Series 2016 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 2016 Bonds in the event of the absence or
incapacity of the Mayor, and the Deputy Clerk is hereby authorized to attest
the Series 2016 Bonds in the absence or incapacity of the Clerk of the Council
of Columbus, Georgia.
Section 13. Validation of Series 2016 Bonds. In order to proceed with
the validation of the Series 2016 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 2016 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 2016 Bonds.
Section 14. Information Reporting Pursuant to Section 149(e) of the Code. The
Mayor of the Issuer (together with the designated official of the Board), 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 2016 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.
Section 15. Authorization of Non Arbitrage Certification. The Mayor of the
Issuer (together with the designated official of the Board), is hereby
authorized to execute one or more non arbitrage certifications with respect to
the Series 2016 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 2016
Bonds is excludable from gross income for federal income tax purposes.
Section 16. Waiver of Audit. The waiver of the performance audit or
performance review by the Issuer with respect to the Series 2016 Bonds as such
terms are described in O.C.G.A. Section 36-82-100 is hereby authorized and
approved.
Section 17. No Personal Liability. No stipulation, obligation or agreement
herein contained or contained in the Indenture or any other document relating
to the Series 2016 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 2016 Bonds
or the Bond Documents or be subject to personal liability or accountability by
reason of the issuance of the Series 2016 Bonds.
Section 18. 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 2016 Bonds as
approved herein.
Section 19. 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 2016 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 20. Severability of Invalid Provisions. If any one or more of the
agreements or provisions herein contained, in the Series 2016 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 2016 Bonds authorized hereunder.
Section 21. 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 22. 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.
Introduced at a regular meeting of the Council of Columbus, Georgia held on the
8th day of March, 2016, and adopted at said meeting by the affirmative vote of
________ members of said Council.
Councilor Allen voting_____________.
Councilor Baker voting_____________.
Councilor Barnes voting____________.
Councilor Buck voting______________.
Councilor Davis voting_____________.
Councilor Henderson voting_________.
Councilor Huff voting______________.
Councilor Pugh voting______________.
Councilor Thomas voting___________.
Councilor Woodson voting___________.
_________________________________ _______________________________________
TINY B. WASHINGTON, CLERK TERESA PIKE TOMLINSON, 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 that was duly adopted on March 8, 2016 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 _____ day of March,
2016.
____________________________________
Clerk
(SEAL)
Attachments
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