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Home My WebLink About2010-07-12-Meeting Agenda Finance Committee Meeting Commission Chamber- 7/12/2010- 1:00 PM FINANCE 1. Declare 11 vehicles of Augusta Public Transit surplus and approve their sale using the internet auction service. Attachments 2. Approve the purchase of one bomb team emergency response truck for the Richmond County Sheriff’s Office using GEMA Grant Funds. Attachments 3. Approve the request to declare one trailer mounted Radar Traffic Monitor of the Sheriff’s Office surplus and authorize its sale to the Harlem Police Department. Attachments 4. Approve Alveno Ross as Chief Appraiser. Attachments 5. Approve the creation of a resolution with the following as furlough dates for the 2010 fiscal year: September 3, 2010, October 15, 2010, November 24, 2010, and December 22, 2010. Attachments 6. Consider a request in the amount of $25,000 from Christ Community Health Services in assocation with their buidling renovations (Widows Home) Capital Campaign along with a report from the Administrator regarding any possible funding scources. (Referred from July 1 Commission meeting) Attachments 7. Consider a request from Cross Atlantic LLC regarding a refund of penalty and interest concerning 2009 taxes for Map/Parcel Number 111-3-092-00- 0. Attachments 8. Motion to approve refund for tax year 2008 in the amount of $98.94 Tax Map 11-3 Parcel 60 - 107 Kings Chapel Rd. Attachments 9. Motion to approve request for refund for tax years 2007 and 2008 in the amount of $444.96 for Tax Map 039 Parcel 138 (1429 Luke Rd.). Attachments 10. Motion to approve refund for tax year 2008 for Tax Map 045-3 Parcel 393 (1930 Turknett Spring Rd.). Attachments 11. Motion to approve refund for tax year 2008 in the amount of $263.79 for Tax Map 152 Parcel 333 (2666 Carrington Dr.). Attachments www.augustaga.gov 12. Motion to approve a request from Calvin E. Chance, Jr. to purchase City property located at 4 Fifth Street. Attachments 13. Resolution authorizing the settlement of all claims by Jake T. Felkel, Jr. and Linda Felkel in the aggregate amount of Two Hundred and Forty- Seven Thousand and Five Hundred Dollars ($247,500); authorizing the County Administrator to disburse the amount of Two Hundred and Forty- Seven Thousand and Five Hundred Dollars ($247,500); waiving Augusta- Richmond County Code of Ordinances sections in conflict for this instance only; and for other purposes. Attachments 14. Motion to adopt a resolution approving an Intergovernmental Service Agreement with the Augusta-Richmond County Coliseum Authority (the “Authority”), an Agreement of Sale with the Authority, and a Bond Purchase Agreement with the Authority and R.W. Baird & Co., as underwriter, all in connection with the issuance of the Authority’s Revenue Bonds (Coliseum and TEE Center Project), Series 2010, in an aggregate principal amount not to exceed $25,000,000, and to authorize the Mayor or Mayor pro tempore and the Clerk of Commission to execute same as well as such other ancillary documents that may be necessary to consummate the transaction. Attachments Finance Committee Meeting 7/12/2010 1:00 PM 2010 Augusta Public Transit Department:Finance Department, Fleet Management Division Caption:Declare 11 vehicles of Augusta Public Transit surplus and approve their sale using the internet auction service. Background:The Director of Augusta Public Transit has requested assistance from Fleet Management for the proper disposal of 11 vehicles. The list of vehicles is attached for review. These vehicles are past their life expectancy, were purchased using Federal or State Funds and are no longer required by Augusta Public Transit. Retaining these vehicles within the Transit fleet would add additional costs to the Department. Mr. Johnson, the Director has contacted the appropriate Federal and State authority for disposition instructions and has been advised to dispose of the vehicles in accordance with local policy. Analysis:Contingent on Commission approval Fleet Management can provide for the proper documentation and disposal through internet auction on the GovDeals auction site which the Commission approved using in October 2009. Financial Impact:Funds for the sale of these items will be deposited into the “surplus sales” account of Augusta Public Transit or other more appropriate account as determined by the Director of Finance. A 7.5% fee will be charged by GovDeals for services rendered through their website. Alternatives:1. Approve the recommendation as stated. 2. Disapprove the recommendation. Recommendation:Approve the request to declare these vehicles surplus and available for sale using the internet auction service. Funds are Available in the Following Accounts: Not Required REVIEWED AND APPROVED BY: Finance. Procurement. Cover Memo Law. Administrator. Clerk of Commission Cover Memo Vehicle #Year Make Model VIN #Tag # 9901 1999 Blue Bird 32' CSRE 2WC 1BAGGB7AXXF088058 GV32389 9903 1999 Blue Bird 32' CSRE 2WC 1BAGGB7A8XF088060 BV32391 9904 1999 Blue Bird 32' CSRE 2WC 1BAGGV7AXXF088061 BV32392 9905 1999 Blue Bird 32' CSRE 2WC 1BAGGB7A1XF088062 GV32393 2005 2000 Goshen Ford/Bus 2WC 1FDWE35F6YHA20353 GV32383 2101 2001 Goshen Ford/Bus 2WC 1FDXE45FXIHB10881 151318 3001 2003 Goshen Ford/Bus 3WC 1FDXE45F83HB54154 GV32385 3002 2003 Goshen Ford/Bus 3WC 1FDXE45FX3HB54155 GV32386 3003 2003 Goshen Ford/Bus 3WC 1FDXE45F13HB54156 GV32387 3004 2003 Goshen Ford/Bus 3WC 1FDXE45F33HB54157 GV32388 101 2003 Chevrolet Malibu 1G1ND52J63M707848 GV32377 Transit-Surplus Attachment number 1Page 1 of 1 Finance Committee Meeting 7/12/2010 1:00 PM 2010 RCSO Bomb Truck Department:Finance Department, Fleet Management Division Caption:Approve the purchase of one bomb team emergency response truck for the Richmond County Sheriff’s Office using GEMA Grant Funds. Background:The Richmond County Sheriff’s Office requests the purchase of one specialized bomb support truck which will be utilized for supporting the bomb squad in their daily operational activities and also assist with any major disaster that constitutes a threat to the citizens of Augusta and surrounding counties. The new truck will be acquired as a part of a Georgia Emergency Management Agency grant which will cover the entire cost of the unit. The truck will be purchased directly through the Georgia State Vehicle Contract program (State contract see attached State contract sheets) which assures the lowest cost available. Analysis:The vehicle will be purchased from Allan Vigil Ford of Morrow, Georgia, via the Georgia State Vehicle Contract program Financial Impact:The total cost of this unit is $34,638.00 which will be fully reimbursed through a Georgia Emergency Management Agency grant. Alternatives:(1) Approve the request; (2) Do not approve the request. Recommendation:Approve the request to purchase one bomb team support truck from Allan Vigil Ford of Morrow, Georgia, for $34,638.00. Funds are Available in the Following Accounts: 111-03-2631-54-22210 REVIEWED AND APPROVED BY: Finance. Procurement. Law. Administrator. Clerk of Commission Cover Memo Attachment number 1Page 1 of 8 Attachment number 1Page 2 of 8 Attachment number 1Page 3 of 8 Attachment number 1Page 4 of 8 Attachment number 1Page 5 of 8 Attachment number 1Page 6 of 8 Attachment number 1Page 7 of 8 Attachment number 1Page 8 of 8 Finance Committee Meeting 7/12/2010 1:00 PM 2010 RCSO Traffic Monitor Department:Finance Department, Fleet Management Caption:Approve the request to declare one trailer mounted Radar Traffic Monitor of the Sheriff’s Office surplus and authorize its sale to the Harlem Police Department. Background:The Harlem Police Department contacted the Sheriff’s Office requesting the sale of one trailer mounted traffic monitor (asset number: 204001) to the Harlem Police Department for an amount that is consistent with its value, to be determined by searching the internet auction service for like type equipment and obtaining an average high bid value. The traffic monitor is trailer mounted and is a 1996 model monitor. It’s original acquisition cost is unknown. The Sheriff’s Office forwarded this request to the Administrator for the proper disposal administration. The Sheriff’s Office supports this request. The Commission has the authority to restrict the sale of this item to “other agencies or public entity.” Analysis:Contingent on Commission approval Fleet Management can provide for the proper documentation and disposal by its sale, donation or other disposition as determined by the Commission. Financial Impact:Funds for the sale of these items will be deposited into the “surplus sales” account of the Sheriffs Office ((273-00-0000/39.23110) or other more appropriate account as determined by the Director of Finance Alternatives:1. Approve the recommendation as stated. 2. Disapprove the recommendation. Recommendation:Approve the request to declare the traffic monitor surplus and approve the sale to the Harlem Police Department. Funds are Available in the Following Accounts: Not Required REVIEWED AND APPROVED BY: Finance. Procurement. Cover Memo Law. Administrator. Clerk of Commission Cover Memo Finance Committee Meeting 7/12/2010 1:00 PM Approve Alveno Ross as Chief Appraiser Department:Human Resources Caption:Approve Alveno Ross as Chief Appraiser. Background:The search for a Chief Appraiser began in November. The vote to hire Mr. Ross was unanimous by the Board of Assessors (BOA). This vote was taken June 22 following an exhaustive search, a number of interviews, thorough reference checks, and much deliberation by the Board. Analysis:After careful consideration, it has been determined that Mr. Alveno Ross should be approved as the Chief Appraiser. Financial Impact:Salary: $90,000 Automobile Allowance: $ 5,000 Defferd Compensation: $ 4,000 Moving Expenses $ 5,000 Alternatives:Do not approve Alveno Ross as Chief Appraiser. Recommendation:Approve Alveno Ross as Chief Appraiser. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo July 6, 2010 To: The Honorable Mayor Deke Copenhaver and Honorable Commissioners Augusta-Richmond County, Georgia Subject: Agreement For Your Approval to Hire Chief Appraiser When his employment agreement ended on November 1, 2009, Mr. Calvin C. Hicks, Jr., who was Chief Appraiser, moved from Richmond County to become Chief Appraiser in another county. Since then, the Board of Assessors has been operating the Property Appraisal Office without a Chief Appraiser. On July 1, 2010, the Board of Assessors reached an agreement with Mr. Alveno Ross to fill the position of Chief Appraiser. A copy of the agreement is enclosed. Some biographical information on Mr. Ross is also enclosed. The Board of Assessors is requesting the Board of Commissioners¶ approval of this agreement so that the appropriations agreed to can be made available to bring Mr. Ross aboard. As stated in the agreement, Mr. Ross has agreed to assume duties as Chief Appraiser beginning July 26, 2010. The search for a Chief Appraiser began in November. The vote to hire Mr. Ross was unanimous by the Board of Assessors (BOA). This vote was taken June 22 following an exhaustive search, a number of interviews, thorough reference checks, and much deliberation by the Board. The Human Relations Department was very helpful in handling the advertising, setting up interviews, and providing information regarding personnel policies and procedures related to the hiring practices of the County. Also providing vital expertise in the preparation of this agreement were County Administer Fred Russell and Attorney James Plunkett. Thanks for your consideration of this request. Sincerely, Charles F. Smith, Chair, Board of Assessors Enclosure: Agreement c: Attorney James Plunkett Attachment number 1Page 1 of 1 1 AGREEMENT STATE OF GEORGIA, COUNTY OF RICHMOND THIS AGREEMENT, made and entered into as of the ______ day of July, 2010, by and between the RICHMOND COUNTY BOARD OF ASSESSORS (“Board”) and ALVENO ROSS (“Ross”); WITNESSETH: WHEREAS, the BOARD desires to employ the services of ALVENO ROSS as Chief Appraiser for Richmond County, Georgia; and WHEREAS, it is the desire of the Board to provide certain benefits, establish certain conditions of employment and to set working conditions for Ross; and WHEREAS, it is the desire of Board to (1) secure and retain the services of Ross and to provide inducement for him to remain in such employment, (2) to make possible full work productivity by assuring Ross' morale and peace of mind with respect to future security, (3) to act as a deterrent against malfeasance or dishonesty for personal gain on the part of Ross, and (4) to provide a just means for terminating Ross' services at such time as he may be unable fully to discharge his duties due to sickness or disability or when Board may otherwise desire to terminate his employ; and WHEREAS, Ross desires to accept employment as Chief Appraiser of Richmond County; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Section 1. Duties Board hereby agrees to employ Ross as Chief Appraiser of Richmond County, Georgia to perform the function and duties specified in Attachment A and to perform other legally permissible and proper duties and functions as Board shall from time to time assign. Section 2. Term A. Nothing in this agreement shall prevent, limit or otherwise interfere with the right of Board to terminate the services of Ross at any time, subject only to the provisions set forth in Section 4, paragraphs A and B, of this agreement. B. Nothing in this agreement shall prevent, limit or otherwise interfere with the right of Ross to resign at any time from his position with Board, subject only to the provision set forth in Section 4, paragraph C, of this agreement. Attachment number 2Page 1 of 6 2 C. Ross agrees to remain in the employ of Board for a term three (3) years beginning July 26, 2010 and ending July 25, 2013. Section 3. Suspension Board may suspend Ross with full pay and benefits at any time during the term of this agreement, but only if (1) a majority of the Board of Assessors and Ross agree, or (2) after a public hearing, a majority of the Board of Assessors votes to suspend Ross for just cause; provided, however, that Ross shall have been given written notice setting forth any charges at least ten days prior to such hearing by the Board members bringing such charges. Section 4. Termination and Severance Pay A. In the event Ross is terminated by Board before expiration of the aforesaid term of employment and during such time that Ross is willing and able to perform his duties under this agreement, then in that event Board agrees to pay Ross a lump sum cash payment equal to one (1) months' aggregate salary and one (1) additional month’s aggregate salary for each year of service up to five (5) years service, for a maximum severance of six (6) months aggregate salary, provided, however, that in the event Ross is terminated because of his arrest, conviction, or indictment of a felony or for any crime involving any illegal act involving personal gain to him, then, in that event, Board shall have no obligation to pay any severance sum as designated in this paragraph. Payment of the severance compensation by Board and acceptance by Ross shall be in full and complete settlement of all claims or demands by either the Board or Ross against the other and a mutual release shall be executed as a condition for such payment. B. In the event Board at any time during the term of this Agreement reduces the salary or other financial benefits of Ross in a greater percentage than an applicable across- the-board reduction for all employees of Board; or in the event Board refuses, following written notice, to comply with any other provision benefiting Ross herein, or Ross resigns following a suggestion, whether formal or informal, by the Board of Assessors that he resign, then, in that event, Ross may, at his option, be deemed to be "resigned" at the date of such reduction or such refusal to comply, within the meaning and context of the herein severance pay provision. C. In the event Ross voluntarily resigns his position with Board before expiration of the aforesaid term of his employment, then Ross shall give Board thirty (30) days notice in advance, unless the parties otherwise agree. Section 5. Disability If Ross is permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity or health for a period of twenty working Attachment number 2Page 2 of 6 3 days over a thirty working day period, Board shall have the option to terminate this agreement. However, Ross shall be compensated for any accrued vacation, holidays, sick leave and other accrued benefits. Section 6. Salary and other Benefits Board agrees to pay Ross for his services rendered pursuant hereto, an annual base salary of Ninety thousand and 00/100 ($90,000.00) for the first year of this Agreement, payable in installments at the same time as other employees of Board and Augusta are paid. In addition, Board agrees to increase said base salary and/or other benefits of Ross in such amounts and to such extent as recommended by the Board of Assessors and approved by the Augusta, Georgia Commission, but not in excess of such rate as granted other general employees of Augusta, except as specifically authorized by the budget approved by the Augusta, Georgia Commission. The annual base salary provided above shall be adjusted as necessary to include any cost of living adjustments (COLA) or merit raises that may be given or awarded to Ross from time to time. Ross shall also receive an annual car allowance of $5,000.00, to be paid consistent with the payment schedule determined by the Augusta, Georgia Finance Department. In the event that Ross does not participate in the County group health care plan, Ross shall also receive annual deferred compensation of $4,000.00. In the event that Ross subsequently elects to participate in the County group health care plan, then in such deferred compensation shall cease to be paid at the time Ross enrolls and the annual deferred compensation shall be prorated for the portion of the year in which he was not enrolled. Ross agrees to establish residence within the corporate boundaries of Augusta, Georgia within two (2) months of employment, and thereafter to maintain residence within the corporate boundaries of Augusta, Georgia. Once Ross establishes a residence in Richmond County, Georgia, Augusta will reimburse Ross for his moving expenses up to $5,000.00. Section 7. Outside Activities Ross shall not spend time in teaching, counseling or other non-Board connected business without the prior approval of the Board of Assessors; provided, however Ross is specifically authorized to teach IAAO, GAAO and Georgia Department of Revenue classes, in Georgia, for not more than ten (10) working days during any calendar year, without approval of the Board of Assessors. No new appraisal assignments or consulting work will be accepted by Ross without the prior written approval of Board. In no event shall Ross accept any appraisal assignments involving appraisals of real or personal property located in Augusta-Richmond County, Georgia. Attachment number 2Page 3 of 6 4 Section 8. Renewal or Extension of Term The Parties recognize that there is a need to maintain continuity in the position of the Chief Appraiser for Richmond County, Georgia. Accordingly, the parties agree to negotiate any extension of this agreement on or before January 15, 2013, in order that both Board and Ross may make appropriate decisions related to the Chief Appraiser position, continued employment, and other matters related to Ross’ relationship with Board. Section 9. Vacation and Sick Leave Ross shall accrue, and have credited to his personal account, vacation and sick leave at the same rate as other general employees of Augusta, Georgia with five (5) or more years of service. Ross shall be entitled to take administrative leave, with pay, for the period of August 16, 2010 to August 20, 2010. Section 10. Disability, Health, Life Insurance and Retirement A. During the term of this Agreement, Board agrees to make available and if request by Ross, put into force and to make required employer-paid premium payments for Ross on insurance policies for life, accident, sickness, disability income benefits, major medical and dependent's coverage group insurance covering Ross and his dependents equal to that which is provided all other employees of Augusta, provided however, Ross shall pay the employee share of any premiums due under such policies and insurance plans. B. During the term of this Agreement, Board agrees to provide hospitalization, surgical and comprehensive medical insurance for Ross and his dependents which is provided all other employees of Augusta, provided however, Ross shall pay the employee share of any premiums due under such policies and insurance plans. C. The Board and Ross agree that Ross shall participate in the County pension or retirement plan and shall be deemed to be vested immediately in such plan with five (5) years of service. Section 11. Indemnification As a part of the compensation and terms of employment of Ross, the General Counsel of Augusta, Georgia is hereby directed to defend all civil, criminal or quasi-criminal actions brought against Ross arising out of the performance of his duties or in any way connected therewith, whether based upon negligence, violation of contract rights, or violation of civil, constitutional, common law or statutory rights; provided, however, the General Counsel shall not be authorized to furnish a defense to Ross if charged with a criminal offense involving theft, embezzlement or other like crime with respect to the property or money of Augusta, Georgia or any other governmental entity; and provided further, the General Counsel shall not be required to furnish a defense where liability insurance has been provided by Augusta, Georgia to protect outside parties and pay damages by reason of the occurrence or action complained of. It is hereby resolved that Augusta, Georgia may expend public funds to furnish all costs in connection with the defense of such action, including but not limited to attorney's fees, court Attachment number 2Page 4 of 6 5 costs, deposition costs, witness fees and compensation. Section 12. Other Terms and Conditions of Employment A. Board, in consultation with Ross, shall fix such other terms and conditions of employment, as it may determine from time to time, relating to the performance of Ross, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this agreement, the Augusta, Georgia Charter or any other law. B. Except as otherwise specifically provided herein, all provisions of the Augusta, Georgia Charter and Code, and regulations and rules of Augusta and the Board relating to vacation and sick leave, holidays and other fringe benefits and working conditions as they now exist or hereafter may be amended, also shall apply to Ross as they would to other department heads of Augusta. C. Board shall review and evaluate the performance of Ross at least annually and in advance of the adoption of the annual operating budget. Said review and evaluation shall be in accordance with specific criteria developed jointly by Board and Ross. Said criteria may be added to or deleted from as Board may from time to time determine, in consultation with Ross. Further, the Chairman of the Board of Assessors, or his designee, shall provide Ross with a summary written statement of the findings of the Board of Assessors and provide an adequate opportunity for Ross to discuss his evaluation with the Board. Section 13. No Reduction of Benefits Board shall not at any time during the term of this agreement reduce the salary, compensation or other financial benefits of Ross, except to the degree of such a reduction across- the-board for all employees of Board or Augusta Richmond County, Georgia. Section 14. General Provisions A. The text herein shall constitute the entire agreement between the parties. B. This Agreement shall be binding upon and inure to the benefit of the heirs at law and executors of Ross. C. This Agreement shall become effective upon execution. D. If any provision, or any portion thereof, contained in this agreement is held unconstitutional, invalid or unenforceable, the remainder of this agreement, or portion thereof, shall be deemed severable, shall not be affected and shall remain in full force and effect. Attachment number 2Page 5 of 6 6 IN WITNESS WHEREOF, the Richmond County Board of Assessors has caused this agreement to be signed and executed in its behalf by its Chairman, and Ross has signed and executed this agreement, both in duplicate, the day and year first above written. ALVENO ROSS Sworn to and subscribed _____________________________ before me this ____ day of _________________, 2010. _________________________ Notary Public My Commission Expires: _________ RICHMOND COUNTY BOARD OF ASSESSORS BY:___________________________ Chairman APPROVED BY: AUGUSTA, GEORGIA By:____________________________ Mayor Attachment number 2Page 6 of 6 Finance Committee Meeting 7/12/2010 1:00 PM Approve Creation of Furlough Resolution Department:Finance Caption:Approve the creation of a resolution with the following as furlough dates for the 2010 fiscal year: September 3, 2010, October 15, 2010, November 24, 2010, and December 22, 2010. Background:September 3, 2010, October 15, 2010, November 24, 2010, and December 22, 2010 were approved as dates for furlough days by the full Augusta- Richmond County Commission on July 1, 2010. In order to close various buildings and facilities to public access on those dates, the Commission must adopt a resolution as required in O.C.G.A. 36-1-12. Analysis: Financial Impact: Alternatives: Recommendation:Adopt the required resolution Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Finance Committee Meeting 7/12/2010 1:00 PM Christ Community Health Services Department:Clerk of Commission Caption:Consider a request in the amount of $25,000 from Christ Community Health Services in assocation with their buidling renovations (Widows Home) Capital Campaign along with a report from the Administrator regarding any possible funding scources. (Referred from July 1 Commission meeting) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Cover Memo Attachment number 1Page 1 of 1 Attachment number 2Page 1 of 7 Attachment number 2Page 2 of 7 Attachment number 2Page 3 of 7 Attachment number 2Page 4 of 7 Attachment number 2Page 5 of 7 Attachment number 2Page 6 of 7 Attachment number 2Page 7 of 7 Finance Committee Meeting 7/12/2010 1:00 PM Cross Atlantic LLC Department:Clerk of Commission Caption:Consider a request from Cross Atlantic LLC regarding a refund of penalty and interest concerning 2009 taxes for Map/Parcel Number 111-3-092-00-0. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Cover Memo Attachment number 1Page 1 of 4 Attachment number 1Page 2 of 4 Attachment number 1Page 3 of 4 Attachment number 1Page 4 of 4 Finance Committee Meeting 7/12/2010 1:00 PM Request for Refund Department:Tax Assessors Caption:Motion to approve refund for tax year 2008 in the amount of $98.94 Tax Map 11-3 Parcel 60 - 107 Kings Chapel Rd. Background:Ms. Tutt requested a refund based on incorrect square footage. After inspection, adjustment was made to correct square footage. Analysis: Financial Impact: Alternatives: Recommendation:Approve recommendation Funds are Available in the Following Accounts: $98.94 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Finance Committee Meeting 7/12/2010 1:00 PM Request for Refund Department:Tax Assessors Caption:Motion to approve request for refund for tax years 2007 and 2008 in the amount of $444.96 for Tax Map 039 Parcel 138 (1429 Luke Rd.). Background:Ms. Muriel O. Livingston requested a refund for tax years 2007 and 2008 due to her house being destroyed by fire. Analysis: Financial Impact: Alternatives: Recommendation:Approve refund Funds are Available in the Following Accounts: $444.96 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Finance Committee Meeting 7/12/2010 1:00 PM Request for Refund Department:Tax Assessors Caption:Motion to approve refund for tax year 2008 for Tax Map 045-3 Parcel 393 (1930 Turknett Spring Rd.). Background:Mr. Roy Huff requested a refund in the amount of $185.33 for tax year 2008. Tax Assessors Office failed to remove the home in a timely manner. Parcel is vacant. Analysis: Financial Impact: Alternatives: Recommendation:Approve refund Funds are Available in the Following Accounts: $185.33 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Finance Committee Meeting 7/12/2010 1:00 PM Request for Refund Department:Tax Assessors Caption:Motion to approve refund for tax year 2008 in the amount of $263.79 for Tax Map 152 Parcel 333 (2666 Carrington Dr.). Background:Mr. Johnson requested square footage be corrected on his home. Square footage was converted incorrectly. Analysis: Financial Impact: Alternatives: Recommendation:Approve refund Funds are Available in the Following Accounts: $263.79 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Finance Committee Meeting 7/12/2010 1:00 PM Request to Purchase City Property at 4 Fifth Street Department:Administrator Caption:Motion to approve a request from Calvin E. Chance, Jr. to purchase City property located at 4 Fifth Street. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Attachment number 1Page 1 of 6 Attachment number 1Page 2 of 6 Attachment number 1Page 3 of 6 Attachment number 1Page 4 of 6 Attachment number 1Page 5 of 6 Attachment number 1Page 6 of 6 Finance Committee Meeting 7/12/2010 1:00 PM RESOLUTION AUTHORIZING SETTLEMENT Department:Law Caption:Resolution authorizing the settlement of all claims by Jake T. Felkel, Jr. and Linda Felkel in the aggregate amount of Two Hundred and Forty-Seven Thousand and Five Hundred Dollars ($247,500); authorizing the County Administrator to disburse the amount of Two Hundred and Forty- Seven Thousand and Five Hundred Dollars ($247,500); waiving Augusta- Richmond County Code of Ordinances sections in conflict for this instance only; and for other purposes. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Attachment number 1Page 1 of 2 Attachment number 1Page 2 of 2 Finance Committee Meeting 7/12/2010 1:00 PM Tee Center/Coliseum Bonds Department:Finance, Law, Administrator Caption:Motion to adopt a resolution approving an Intergovernmental Service Agreement with the Augusta-Richmond County Coliseum Authority (the “Authority”), an Agreement of Sale with the Authority, and a Bond Purchase Agreement with the Authority and R.W. Baird & Co., as underwriter, all in connection with the issuance of the Authority’s Revenue Bonds (Coliseum and TEE Center Project), Series 2010, in an aggregate principal amount not to exceed $25,000,000, and to authorize the Mayor or Mayor pro tempore and the Clerk of Commission to execute same as well as such other ancillary documents that may be necessary to consummate the transaction. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo ATLANTA:5222781.2 AUTHORIZING RESOLUTION WHEREAS, the Augusta-5LFKPRQG &RXQW\ &ROLVHXP $XWKRULW\ WKH ³$XWKRULW\´ currently owns and operates an existing multi-use coliseum and civic center type facility, known DVWKH³$XJXVWD(QWHUWDLQPHQW&HQWHU&RPSOH[´FRQVLVWLQJRIWhe James Brown Arena, with approximately 9,000 seats, the William B. Bell Auditorium, with approximately 2,750 seat, and 14,570 square feet of exhibition space and seven meeting rooms (as it now exists and as it may be hereafter added to, extended, improveGDQGHTXLSSHGWKH³&ROLVHXP´ORFDWHGLQ$XJXVWD Georgia; and WHEREAS, after careful study and investigation, the Authority and Augusta, Georgia WKH ³&RQVROLGDWHG *RYHUQPHQW´ KDYH HDFK KHUHWRIRUH GHWHUPLQHG WKDW WKH DFTXLVLWLRQ construction, and installation of certain capital improvements to the Coliseum, together with related buildings, facilities, and equipment useful or desirable in connection therewith (the ³&ROLVHXP3URMHFW´ for the use and benefit of the residents of the Consolidated Government, is in furtherance of the public purpose of the Authority and is in the best interest of the Consolidated Government; and WHEREAS, after careful study and investigation, the Authority and the Consolidated Government have each heretofore further determined that the acquisition, construction, installation, and operation of a new multi-use coliseum and civic center type facility, to be NQRZQDVWKH³$XJXVWD7UDGH([KLELWLRQDQG(YHQW&HQWHU´WRJHWKHUZLWKUHODWHGEXLOGLQJV facilities, and equipment usHIXORUGHVLUDEOHLQFRQQHFWLRQWKHUHZLWKWKH³7((&HQWHU3URMHFW´ to be located in Augusta, Georgia, for the use and benefit of the residents of the Consolidated Government, is in furtherance of the public purpose of the Authority and is in the best interest of the Consolidated Government; and WHEREAS, in furtherance of the purposes for which it was created, the Authority SURSRVHVWRLVVXHVHOODQGGHOLYHULWVUHYHQXHERQGVWREHNQRZQDV³$XJXVWD-Richmond County Coliseum Authority Revenue Bonds (ColiVHXP DQG 7(( &HQWHU 3URMHFW 6HULHV ´ WKH ³6HULHV%RQGV´LQDQ DJJUHJDWHSULQFLSDO DPRXQWQRW WR H[FHHG25,000,000, for the purpose of obtaining funds to finance the costs of acquiring, constructing, and installing the Coliseum Project, to finance a portion of the costs of acquiring, constructing, and installing the TEE Center Project, and to finance related costs; and WHEREAS, Article IX, Section III, Paragraph I of the Constitution of the State of Georgia of 1983 authorizes the Consolidated Government (1) to contract for any period not exceeding fifty years with any public corporation or public authority for joint services, for the provision of services, or for the joint or separate use of facilities or equipment, if such contract deals with activities, services, or facilities that the contracting parties are authorized by law to undertake or provide, and (2) in connection with any such contract to convey any existing facilities or equipment to any public corporation or public authority; and WHEREAS, Section 36-34-3 of the Official Code of Georgia Annotated authorizes the Consolidated Government to acquire, own, and operate buildings used or useful for housing fairs and exhibits, buildings for educational purposes, and buildings used or useful for public Attachment number 1Page 1 of 5 -2- ATLANTA:5222781.2 amusement purposes, together with facilities or buildings used for any combination of the above; and WHEREAS, LQFRQVLGHUDWLRQIRUWKH$XWKRULW\¶VFRQWLQXHGRSHUDWLRQRIWKH&ROLVHXP for the use and benefit of the residents of the Consolidated Government, the Consolidated *RYHUQPHQW SURSRVHV WR HQWHU LQWR DQ ,QWHUJRYHUQPHQWDO 6HUYLFH $JUHHPHQW WKH ³6HUYLFH$JUHHPHQW´, to be dated as of August 1, 2010, under the terms of which the Consolidated Government (1) will agree to make payments to the Authority in amounts sufficient to enable the Authority to pay 20.833% of the principal of, premium, if any, and interest on the Series 2010 Bonds when due, and (2) will agree to levy an annual ad valorem tax on all taxable property located within the territorial limits of the Consolidated Government, at such rate or rates, within the mill limit prescribed by an amendment to Article VII, Section I, Paragraph II of the Constitution of the State of Georgia of 1945 (1980 Ga. Laws 2177 to 2180, inclusive), now specifically continued as a part of the Constitution of the State of Georgia of 1983 pursuant to an Act of the General Assembly of the State of Georgia (1983 Ga. Laws 3870 to 3872, inclusive) WKH³&RQVWLWXWLRQDO$PHQGPHQW´RUZLWKLQVXFKJUHDWHUPLOODJHDs may hereafter be prescribed by applicable law, as may be necessary to produce in each year revenues that are sufficient to IXOILOOWKH&RQVROLGDWHG*RYHUQPHQW¶VREOLJDWLRQVXQGHUWKH6HUYLFH$JUHHPHQWDQG WHEREAS, the Consolidated Government proposes to purchase the TEE Center Project from the Authority SXUVXDQWWRDQ$JUHHPHQWRI6DOHWKH³6DOH$JUHHPHQW´WREHGDWHGDVRI August 1, 2010, under the terms of which the Consolidated Government (1) will agree to make installment payments of purchase price to the Authority in amounts sufficient to enable the Authority to pay 79.167% of the principal of, premium, if any, and interest on the Series 2010 Bonds when due, and (2) will agree to levy an annual ad valorem tax on all taxable property located within the territorial limits of the Consolidated Government, at such rate or rates, within the mill limit prescribed by the Constitutional Amendment or within such greater millage as may hereafter be prescribed by applicable law, as may be necessary to produce in each year revenues WKDW DUH VXIILFLHQW WR IXOILOO WKH &RQVROLGDWHG *RYHUQPHQW¶V REOLJDWLRQV XQGHUWKH 6DOH Agreement; and WHEREAS, the Authority adopted a Master Bond Resolution on July 6, 2010 (the ³%RQG5HVROXWLRQ´ authorizing the issuance of the Series 2010 Bonds, and the Authority has furnished the Consolidated Government with a certified copy of the Bond Resolution; and WHEREAS, pursuant to the Bond Resolution, the payments to be received by the Authority from the Consolidated Government pursuant to the Service Agreement and the Sale Agreement are pledged to, and a first priority lien is created thereon as security for, the payment of principal of, premium, if any, and interest on the Series 2010 Bonds and any Additional Bonds (as defined in the Bond Resolution) that may be issued; and WHEREAS, the Bond Resolution sets forth, among other things, that the Series 2010 Bonds shall bear interest at the rate or rates per annum to be specified in a resolution supplementing the Bond Resolution WKH ³6XSSOemental Resolution´ to be adopted by the Authority (but which shall not in any event exceed a maximum per annum rate of interest of 8.00%), computed on the basis of a 360-day year consisting of twelve 30-day months, payable on April 1, 2011, and semiannually thereafter on each October 1 and April 1 and shall mature on Attachment number 1Page 2 of 5 -3- ATLANTA:5222781.2 October 1, in the years (with a term not exceeding 40 years) and in the principal amounts to be specified in the Supplemental Resolution (provided the principal of and interest on the Series 2010 Bonds payable in any fiscal year of the Consolidated Government shall not in any event exceed a maximum amount of $2,600,000), unless earlier called for redemption; and WHEREAS, the Authority plans to sell the Series 2010 Bonds to Robert W. Baird & Co$WODQWD*HRUJLDWKH³8QGHUZULWHU´SXUVXDQWWRD%RQG3XUFKDVH$JUHHPHQWWKH³%RQG 3XUFKDVH$JUHHPHQW´WREHHQWHUHGLQWRDPRQJWKH$XWKRULW\WKH&RQVROLGDWHG*RYHUQPHQW and the Underwriter; and WHEREAS, it is contemplated that the Series 2010 Bonds will be sold in the near future and in finalizing the terms of the Series 2010 Bonds and to accept the offer of the Underwriter to purchase the Series 2010 Bonds, the Authority plans to adopt the Supplemental Resolution, and the Supplemental Resolution will set forth, in addition to the interest rate or rates that the Series 2010 Bonds will bear and the principal amount to mature in each year, the aggregate principal amount of the Series 2010 Bonds to be issued, the optional redemption provisions pertaining to the Series 2010 Bonds, the maturities of the Series 2010 Bonds that may be designated as term bonds and subject to mandatory redemption, and the purchase price and other terms of the sale of the Series 2010 Bonds to the Underwriter; and WHEREAS, the Consolidated Government has requested the Authority to authorize the marketing of the Series 2010 Bonds by means of a Preliminary Official Statement, dated July __, 2010 WKH³3UHOLPLQDU\2IILFLDO6WDWHPHQW´DQGDQ2IILFLDO6WDWHPHQWWREHGDWHGWKHGDte of its execution and delivery WKH³2IILFLDO 6WDWHPHQW´ERWK RIZKLFKVKDOOFRQWDLQ, among other things, information about the Authority, the Consolidated Government, the Coliseum Project, and the TEE Center Project; and WHEREAS, after careful study and investigation, the Consolidated Government desires to enter into the Service Agreement, the Sale Agreement, and the Bond Purchase Agreement FROOHFWLYHO\WKH³$JUHHPHQWV´; NOW, THEREFORE, BE IT RESOLVED by the Augusta-Richmond County Commission WKH³&RPPLVVLRQ´as follows: 1. The forms, terms, and conditions and the execution, delivery, and performance of the Agreements, which have been filed with the Consolidated Government, are hereby approved and authorized. The Agreements shall be in substantially the forms submitted to the Commission with such changes, corrections, deletions, insertions, variations, additions, or omissions as may be approved by the Mayor or Mayor Pro Tempore of the Consolidated Government, whose approval thereof shall be conclusively evidenced by the execution of the Agreements. 2. The Mayor or Mayor Pro Tempore of the Consolidated Government is hereby authorized and directed to execute on behalf of the Consolidated Government the Agreements, and the Clerk of Commission of the Consolidated Government is hereby authorized and directed to affix thereto and attest the seal of the Consolidated Government, upon proper execution and delivery of the other parties thereto, provided, that in no event shall any such attestation or affixation of the seal of the Consolidated Government be required as a prerequisite to the Attachment number 1Page 3 of 5 -4- ATLANTA:5222781.2 effectiveness thereof, and the Mayor or Mayor Pro Tempore and Clerk of Commission of the Consolidated Government are authorized and directed to deliver the Agreements on behalf of the Consolidated Government to the other parties thereto, and to execute and deliver all such other contracts, instruments, documents, affidavits, or certificates (including, without limitation, a Rule 15c2-12 Certificate and a Continuing Disclosure Certificate) and to do and perform all such things and acts as each shall deem necessary or appropriate in furtherance of the issuance of the Series 2010 Bonds and the carrying out of the transactions authorized by this Resolution or contemplated by the instruments and documents referred to in this Resolution. 3. The use and distribution of the Preliminary Official Statement and the Official Statement with respect to the Series 2010 Bonds shall be and is hereby authorized, ratified, confirmed, and approved, and execution and delivery of the Official Statement in final form shall be and is hereby authorized, ratified, confirmed, and approved. The Mayor or Mayor Pro Tempore is hereby authorized and directed to ratify, confirm, approve, execute, and deliver the Official Statement on behalf of the Consolidated Government, and the execution of an Official Statement by the Mayor or Mayor Pro Tempore shall constitute conclusive evidence of the 0D\RURU0D\RU3UR7HPSRUH¶VUDWLILFDWLRQFRQILUPDWLRQDSSURYDODQGGHOLYHU\WKereof on behalf of the Consolidated Government. 4. This Resolution and the Agreements, as approved by this Resolution, which are hereby incorporated in this Resolution by this reference thereto, shall be placed on file at the office of the Consolidated Government and made available for public inspection by any interested party immediately following the passage and approval of this Resolution. PASSED, ADOPTED, SIGNED, APPROVED, AND EFFECTIVE this 20th day of July 2010. (SEAL) AUGUSTA, GEORGIA By: Mayor Attest: Clerk of Commission Attachment number 1Page 4 of 5 ATLANTA:5222781.2 CLERK OF COMMISSION¶6&(57,),&$7( I, LENA J. BONNER, the duly appointed, qualified, and acting Clerk of Commission of Augusta, Georgia WKH ³Consolidated Government´DO HEREBY CERTIFY that the foregoing pages of typewritten matter constitute a true and correct copy of a resolution adopted on July 20, 2010, by the Augusta-5LFKPRQG &RXQW\ &RPPLVVLRQ WKH ³&RPPLVVLRQ´in a meeting duly called and assembled in accordance with applicable laws and with the procedures of the Consolidated Government, by a vote of _____Yea and _____ Nay, which meeting was open to the public and at which a quorum was present and acting throughout, and that the original of the foregoing resolution appears of public record in the Minute Book of the Commission, which is in my custody and control. GIVEN under my hand and the seal of the Consolidated Government, this 20th day of July 2010. (SEAL) Clerk of Commission Attachment number 1Page 5 of 5 EXHIBIT A ATLANTA:5222183.3 AUGUSTA-RICHMOND COUNTY COLISEUM AUTHORITY (a public corporation created and existing under the laws of the State of Georgia) and AUGUSTA, GEORGIA (a political subdivision created and existing under the laws of the State of Georgia) INTERGOVERNMENTAL SERVICE AGREEMENT Dated as of August 1, 2010 THE RIGHTS AND INTEREST OF THE AUGUSTA-RICHMOND COUNTY COLISEUM AUTHORITY IN THIS INTERGOVERNMENTAL SERVICE AGREEMENT AND THE REVENUES AND RECEIPTS DERIVED HEREFROM, EXCEPT FOR ITS UNASSIGNED RIGHTS, AS DEFINED HEREIN, HAVE BEEN COLLATERALLY ASSIGNED AND PLEDGED TO SECURE THE BONDHOLDERS (AS DEFINED HEREIN) PURSUANT TO A MASTER BOND RESOLUTION ADOPTED BY THE AUGUSTA-RICHMOND COUNTY COLISEUM AUTHORITY ON JULY 6, 2010, AS RATIFIED, REAFFIRMED, SUPPLEMENTED, AND AMENDED BY A SUPPLEMENTAL RESOLUTION ADOPTED BY THE AUGUSTA-RICHMOND COUNTY COLISEUM AUTHORITY ON ________, 2010. Attachment number 2Page 1 of 36 (i) ATLANTA:5222183.3 AGREEMENT OF SALE TABLE OF CONTENTS (This Table of Contents is not a part of the Agreement of Sale and is only for convenience of reference.) Page PARTIES AND RECITALS .........................................................................................................1 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ..............................................................................................2 Section 1.01. Definitions.................................................................................................2 Section 1.02. Construction of Certain Terms..................................................................3 Section 1.03. Table of Contents; Titles and Headings ....................................................4 Section 1.04. Contents of Certificates or Opinions.........................................................4 ARTICLE II REPRESENTATIONS AND UNDERTAKINGS................................................6 Section 2.01. Representations by the Authority..............................................................6 Section 2.02. Representations by the Consolidated Government ...................................8 Section 2.03. Reliance by Bondholders ........................................................................11 ARTICLE III TITLE; SECURITY ...........................................................................................12 Section 3.01. Title to the Coliseum ...............................................................................12 Section 3.02. Security for Payments under this Service Agreement ............................12 Section 3.03. Security for the Bonds ............................................................................14 ARTICLE IV THE COLISEUM PROJECT; ISSUANCE OF THE BONDS; PROJECT FUND .........................................................................................15 Section 4.01. Agreement to Acquire, Construct, and Install the Coliseum Project ................................................................................................15 Section 4.02. Agreement to Issue the Series 2010 Bonds; Application of Proceeds .............................................................................................15 Section 4.03. Application of Moneys in the Series 2010 Coliseum Account ...............15 Section 4.04. Disbursements from the Series 2010 Coliseum Account .......................16 Section 4.05. Obligation of the Parties to Cooperate in Furnishing Documents; Reliance of the Project Fund Depository ...........................................17 Section 4.06. Establishment of Completion Date .........................................................17 Section 4.07. Consolidated Government Required to Pay Project Costs in Event Series 2010 Coliseum Account Insufficient ............................18 Section 4.08. Authorized Consolidated Government and Authority Representatives and Successors .........................................................18 Attachment number 2Page 2 of 36 Page (ii) ATLANTA:5222183.3 Section 4.09. Enforcement of Remedies against Contractors and Subcontractors and their Sureties and Against Manufacturers ..........18 Section 4.10. Additional Bonds. ...................................................................................19 ARTICLE V TERM OF AGREEMENT; PAYMENT PROVISIONS; NATURE OF OBLIGATIONS ...........................................................................................21 Section 5.01. Term of Agreement .................................................................................21 Section 5.02. &RQVROLGDWHG*RYHUQPHQW¶V3D\PHQW2EOLJDWLRQV .................................21 Section 5.03. Place of Payments ...................................................................................22 Section 5.04. Nature of Obligations of Consolidated Government Hereunder ............22 ARTICLE VI ADDITIONAL COVENANTS ...........................................................................24 Section 6.01. No Warranty of Condition or Suitability by the Authority .....................24 Section 6.02. Indemnity ................................................................................................24 Section 6.03. Continuing Disclosure ............................................................................24 Section 6.04. Tax Status of Bonds ................................................................................24 ARTICLE VII ASSIGNMENT; PREPAYMENTS ..................................................................26 Section 7.01. No Assignment by Consolidated Government .......................................26 Section 7.02. Redemption of Bonds .............................................................................26 Section 7.03. Prepayment of Amounts Due Hereunder ................................................26 Section 7.04. Option to Prepay Amounts Due Hereunder and Redeem the Series 2010 Bonds at Prior Optional Redemption Dates ...................26 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES .................................................28 Section 8.01. Events of Default Defined ......................................................................28 Section 8.02. Remedies on Default ...............................................................................29 Section 8.03. No Remedy Exclusive .............................................................................29 Section 8.04. Agreement to Pay Fees and Expenses ....................................................29 Section 8.05. Waiver of Events of Default ...................................................................30 ARTICLE IX MISCELLANEOUS ............................................................................................31 Section 9.01. Notices ....................................................................................................31 Section 9.02. Construction and Binding Effect ............................................................31 Section 9.03. Severability .............................................................................................31 Section 9.04. Amounts Remaining in Funds ................................................................31 Section 9.05. Amendments, Changes, and Modifications ............................................31 Section 9.06. Execution of Counterparts ......................................................................32 Section 9.07. Law Governing Construction of this Service Agreement .......................32 Section 9.08. Immunity of Officials, Officers, and Employees of Authority and Consolidated Government .................................................................32 SIGNATURES AND SEALS ......................................................................................................34 Attachment number 2Page 3 of 36 ATLANTA:5222183.3 INTERGOVERNMENTAL SERVICE AGREEMENT This INTERGOVERNMENTAL SERVICE AGREEMENT, dated as of August 1, 2010, by and between the Augusta-Richmond County Coliseum Authority WKH³Authority´D public corporation created and existing under the laws of the State of Georgia, and Augusta, Georgia WKH³Consolidated Government´D political subdivision created and existing under the laws of the State of Georgia; W I T N E S S E T H: WHEREAS, the Authority currently owns and operates the Coliseum, as hereinafter defined, located in Augusta, Georgia; and WHEREAS, after careful study and investigation, the Authority and the Consolidated Government have each heretofore determined that the acquisition, construction, and installation of the Coliseum Project, as hereinafter defined, for the use and benefit of the residents of the Consolidated Government, is in furtherance of the public purpose of the Authority and is in the best interest of the Consolidated Government; and WHEREAS, the Authority and the Consolidated Government are authorized under the Constitution and statutes of the State of Georgia to enter into this Service Agreement for the purposes set forth herein; NOW, THEREFORE, for and in consideration of the promises and covenants hereinafter contained, the parties hereby agree as follows: Attachment number 2Page 4 of 36 -2- ATLANTA:5222183.3 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Definitions. Certain otherwise undefined words and terms used in this Service Agreement shall have the meaning given them in Section 1.01 of the Sale Agreement, which by this reference are incorporated herein. In addition to the words and terms defined in Section 1.01 of the Sale Agreement, the following words and terms shall have the meanings specified below unless the context or use indicates another or different meaning or intent: ³$GGLWLRQV´or ³$OWHUDWLRQV´ means modifications, repairs, renewals, improvements, replacements, alterations, additions, enlargements, or expansions in, on, or to the Coliseum Project, including any and all machinery, furnishings, and equipment therefor. ³$XWKRULW\´means the Augusta-Richmond County Coliseum Authority, a public corporation created and existing under the laws of the State, the party of the first part hereto, and its successors and assigns. ³&ROLVHXP 3URMHFW´means certain capital improvements to the Coliseum, consisting generally, without limitation, of new chiller and air handler units, renovations of meeting rooms, dressing rooms and entranceways, sound and lighting upgrades, parking lot resurfacing, scoreboard replacement, and other building and equipment upgrades, and all related property both real and personal. ³&ROLVHXP´means the existing multi-use coliseum and civic center type facility, known DVWKH³$XJXVWD(QWHUWDLQPHQW&HQWHU&RPSOH[´consisting of the James Brown Arena, with approximately 9,000 seats, the William B. Bell Auditorium, with approximately 2,750 seat, and 14,570 square feet of exhibition space and seven meeting rooms, as it now exists and as it may be hereafter added to, extended, improved, and equipped, either from the proceeds of the Bonds or from any other sources at any time hereafter. ³&RPSOHWLRQ'DWH´ means the date of completion of the acquisition, construction, and installation of the Coliseum Project, as that date shall be certified as provided in Section 4.06 hereof. ³&RQVROLGDWHG*RYHUQPHQW´means Augusta, Georgia, a political subdivision created and existing under the laws of the State, the party of the second part hereto, and its successors and assigns. ³&RQVWUXFWLRQ&RQWUDFWV´ means any contracts between the Authority and the general contractor for the construction of the Coliseum Project and the contracts between the Authority and suppliers of materials and equipment. ³&RQVXOWLQJ$UFKLWHFW´ means the architect or architectural firm at the time employed by the Authority and designated to act on behalf of the Authority by written certificate furnished to the Project Fund Depository, containing the signature of such person or the signature of a partner or officer of such firm, and signed on behalf of the Consolidated Government by its Attachment number 2Page 5 of 36 -3- ATLANTA:5222183.3 Mayor or Mayor Pro Tempore and on behalf of the Authority by its Chairperson or Vice Chairperson. The Consulting Architect shall be registered and qualified to practice under the laws of the State and shall not be a full-time employee of the Authority or the Consolidated Government. ³&RVWVRIthe Coliseum Project´ means those costs and expenses in connection with the acquisition, construction, and installation of the Coliseum Project permitted by Section 4.03 hereof to be paid or reimbursed from proceeds of the Bonds. ³(YHQW RI 'HIDXOW´ means any event specified in Section 8.01 of this Service Agreement. ³/LHQ´ means any mortgage or pledge of or security interest in or lien, charge, or encumbrance on the Coliseum Project. ³3ODQV DQG 6SHFLILFDWLRQV´means the detailed plans and specifications for the acquisition, construction, and installation of the Coliseum Project prepared by the Consulting Architect or by architects and engineers acceptable to the Consulting Architect, as amended from time to time by the Consolidated Government, a copy of which is or will be on file with the Authority. ³Sale Agreement´ means the Agreement of Sale, dated as of August 1, 2010, by and between the Consolidated Government and the Authority, as the same may be supplemented and amended from time to time in accordance with the provisions thereof. ³6HULHV &ROLVHXP $FFRXQW´ means the Augusta-Richmond County Coliseum Authority Project Fund - Series 2010 Coliseum Account established within the Project Fund. ³6HUYLFH$JUHHPHQW´ means the within Intergovernmental Service Agreement between the Authority and the Consolidated Government, as the same may be amended from time to time in accordance with the provisions hereof. ³8QDVVLJQHG5LJKWV´means all of the rights of the Authority to receive reimbursements and payments pursuant to Sections 5.02(b), 6.02, and 8.04 hereof, to give consents and approvals pursuant to Section 4.01 hereof, and to be held harmless and indemnified pursuant to Section 6.02 hereof. Section 1.02. Construction of Certain Terms. For all purposes of this Service Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following rules of construction shall apply: (1) The use of the masculine, feminine, or neuter gender is for convenience only and shall be deemed and construed to include correlative words of the masculine, feminine, or neuter gender, as appropriate. (2) ³7KLV$JUHHPHQW´PHDQVWKLVLQVWUXPHQWDVRULJLQDOO\H[HFXWHGRUDVLWPD\ from time to time be supplemented or amended by one or more agreements of sale supplemental hereto entered into pursuant to the applicable provisions hereof. Attachment number 2Page 6 of 36 -4- ATLANTA:5222183.3 (3) $OOUHIHUHQFHVLQWKLVLQVWUXPHQWWRGHVLJQDWHG³$UWLFOHV´³6HFWLRQV´DQGRWKHU subdivisions are to the designated Articles, Sections, and other subdivisions of this LQVWUXPHQW7KHZRUGV³KHUHLQ´³KHUHRI´DQG³KHUHXQGHU´DQGRWKHUZRUGVRf similar import refer to this Service Agreement as a whole and not to any particular Article, Section, or other subdivision. (4) The terms defined in this Article shall have the meaning assigned to them in this Article and include the plural as well as the singular. (5) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as promulgated by the American Institute of Certified Public Accountants, on and as of the date of this instrument. Section 1.03. Table of Contents; Titles and Headings. The table of contents, the titles of the articles, and the headings of the sections of this Service Agreement are solely for convenience of reference, are not a part of this Service Agreement, and shall not be deemed to affect the meaning, construction, or effect of any of its provisions. Section 1.04. Contents of Certificates or Opinions. Every certificate or opinion with respect to the compliance with a condition or covenant provided for in this Service Agreement shall include: (i) a statement that the person or persons making or giving such certificate or opinion have read such covenant or condition and the definitions herein relating thereto, (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (iii) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with, and (iv) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion made or given by an official of the Authority or the Consolidated Government may be based, insofar as it relates to legal or accounting matters, upon a certificate or an opinion of counsel or an accountant, which certificate or opinion has been given only after due inquiry of the relevant facts and circumstances, unless such official knows that the certificate or opinion with respect to the matters upon which his certificate or opinion may be based as aforesaid is erroneous or in the exercise of reasonable care should have known that the same was erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based (insofar as it relates to factual matters with respect to information that is in the possession of an official of the Authority or the Consolidated Government or any third party) upon the certificate or opinion of or representations by an official of the Authority or the Consolidated Government or any third party on whom counsel or an accountant could reasonably rely unless such counsel or such accountant knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneous or in the exercise of reasonable care should have known that the same were erroneous. The same official of the Authority or the Consolidated Government, or the same counsel or accountant, as the case may be, need not certify or opine to all of the matters Attachment number 2Page 7 of 36 -5- ATLANTA:5222183.3 required to be certified or opined under any provision of this Service Agreement, but different officials, counsel, or accountants may certify or opine to different matters, respectively. [End of Article I] Attachment number 2Page 8 of 36 -6- ATLANTA:5222183.3 ARTICLE II REPRESENTATIONS AND UNDERTAKINGS Section 2.01. Representations by the Authority. The Authority makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) Creation and Authority. The Authority is a public corporation duly created and validly existing under the laws of the State, including the provisions of the Act. The Authority has all requisite power and authority under the Act and the laws of the State (1) to issue the Series 2010 Bonds to finance the costs of acquiring, constructing, and installing the Coliseum Project, (2) to acquire, construct, and install the Coliseum Project, and (3) to enter into, perform its obligations under, and exercise its rights under this Service Agreement and the Bond Resolution. The Act authorizes the Authority to issue negotiable revenue bonds of the Authority foUWKHSXUSRVHRISD\LQJDOORUDQ\SDUWRIWKHFRVW RIDQ\RQHRUPRUH³SURMHFWV´ZKLFK includes the acquisition, construction, equipping, maintenance, and operation of multi-use coliseum and civic center type facilities to be used for athletic contests, games, meetings, trade fairs, expositions, political conventions, agricultural events, theatrical and musical performances, conventions, and other public entertainments, and the usual facilities related thereto, including, without limitation, refreshment stands and restaurants, and facilities for the purveying of foods, beverages, publications, souvenirs, novelties, and goods of all kinds, whether operated or purveyed directly, or indirectly through concessions, licenses, leases, or otherwise, parking facilities or parking areas in connection therewith, recreational centers and areas including, but not limited to, gymnasium and athletic facilities and related buildings, and the usual and convenient facilities appertaining to such undertakings and the extension and improvements of such facilities, acquiring the necessary property therefor, both real and personal, and the lease, sale, and licensing of any part or all of such facilities, including real and personal property, to any persons, firms or corporations whether public or private so as to assure the efficient and proper development, maintenance, and operation of such facilities and areas, deemed by the Authority to be necessary, convenient or desirable. The Act also authorizes the Authority to do all things which municipalities are empowered to do under the provisions of the Revenue Bond Law. The Authority is authorized and empowered under and pursuant to the provisions of the Revenue Bond Law to issue revenue bonds to finance, in whole or in part, the cost of the acquisition, construction, reconstruction, improvement, betterment, or extension of any ³XQGHUWDNLQJ´ZKLFKLQFOXGHVbuildings to be constructed and used for the housing of exhibits for fairs and educational purposes, the erection and construction of buildings to be used for amusement purposes or educational purposes or a combination of the two, and such buildings to be used for fairs, expositions, or exhibitions in connection therewith. The Act also authorizes the Authority (1) to make contracts, and to execute all instruments necessary or convenient, with any city, town, municipality, consolidated government, county, or other political subdivision of the State of Georgia, including contracts for construction of any project and contracts with respect to the use and management of any project, and (2) to pledge and allocate the revenues, fees, tolls, and earnings derived from any project as security for repayment of its revenue bonds. The Authority has found that the Coliseum Project constitutes D³SURMHFW´ZLWKLQWKHPHDQLQJRIWKDW WHUPDVGHILQHGLQWKH$FWKDVIRXQGWKDWWKH&ROLVHXP3URMHFWFRQVWLWXWHVDQ³XQGHUWDNLQJ´ Attachment number 2Page 9 of 36 -7- ATLANTA:5222183.3 within the meaning of that term as defined in the Revenue Bond Law, and has found that the Coliseum Project is for the lawful and valid public purposes set forth in the Act. (b) Pending Litigation. There are no actions, suits, proceedings, inquiries, or investigations pending or, to the knowledge of the Authority, after making due inquiry with respect thereto, threatened against or affecting the Authority in any court or by or before any governmental authority or arbitration board or tribunal, which involve the possibility of materially and adversely affecting the transactions contemplated by this Service Agreement or which, in any way, would adversely affect the validity or enforceability of the Series 2010 Bonds, the Bond Resolution, the Agreements, or any agreement or instrument to which the Authority is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby, nor is the Authority aware of any facts or circumstances presently existing that would form the basis for any such actions, suits, or proceedings. (c) Agreements Are Legal and Authorized. The execution and delivery by the Authority of the Agreements, the Series 2010 Bonds, and the Bond Resolution and the compliance by the Authority with all of the provisions of each thereof (i) are within the purposes, powers, and authority of the Authority, (ii) have been done in full compliance with the provisions of the Act and have been approved by the Authority and are legal and will not conflict with or constitute on the part of the Authority a violation of or a breach of or a default under any organic document, indenture, mortgage, security deed, pledge, note, lease, loan, or installment sale agreement, contract, or other agreement or instrument to which the Authority is a party or by which the Authority or its properties are otherwise subject or bound, or any license, judgment, decree, law, statute, order, writ, injunction, demand, rule, or regulation of any court or governmental agency or body having jurisdiction over the Authority or any of its activities or properties, and (iii) have been duly authorized by all necessary action on the part of the Authority. (d) Governmental Consents. Neither the nature of the Authority nor any of its activities or properties, nor any relationship between the Authority and any other Person, nor any circumstance in connection with the offer, issue, sale, or delivery of the Series 2010 Bonds is such as to require the consent, approval, permission, order, license, or authorization of, or the filing, registration, or qualification with, any governmental authority on the part of the Authority in connection with the execution, delivery, and performance of the Agreements and the Bond Resolution or the consummation of any transaction therein contemplated, or the offer, issue, sale, or delivery of the Series 2010 Bonds, except as shall have been obtained or made and as are in full force and effect. (e) No Defaults. To the knowledge of the Authority, after making due inquiry with respect thereto, no event has occurred and no condition exists that would constitute an event of default under the Bond Resolution or that, with the lapse of time or with the giving of notice or both, would become such an event of default. To the knowledge of the Authority, after making due inquiry with respect thereto, the Authority is not in default or violation in any material respect under the Act or under any organic document or other agreement or instrument to which it is a party or by which it may be bound. Attachment number 2Page 10 of 36 -8- ATLANTA:5222183.3 (f) No Prior Pledge. Neither this Service Agreement nor any of the payments or amounts to be received by the Authority hereunder have been or will be assigned, pledged, or hypothecated in any manner or for any purpose or have been or will be the subject of a grant of a security interest by the Authority other than as provided in the Bond Resolution. (g) Disclosure. The representations of the Authority contained in this Service Agreement and any certificate, document, written statement, or other instrument furnished to the Underwriter by or on behalf of the Authority in connection with the transactions contemplated hereby do not contain any untrue statement of a material fact relating to the Authority and do not omit to state a material fact relating to the Authority necessary in order to make the statements contained herein and therein relating to the Authority not misleading. Nothing has come to the attention of the Authority that would materially and adversely affect or in the future may (so far as the Authority can now reasonably foresee) materially and adversely affect the acquisition, construction, and installation of the Coliseum Project by the Authority or any other transactions contemplated by the Agreements and the Bond Resolution that has not been set forth in the Official Statement relating to the Series 2010 Bonds or in the certificates, documents, and instruments furnished to the Underwriter by or on behalf of the Authority prior to the date of execution of this Service Agreement in connection with the transactions contemplated hereby. (h) Compliance with Conditions Precedent to the Issuance of the Series 2010 Bonds. All acts, conditions, and things required to exist, happen, and be performed precedent to and in the execution and delivery by the Authority of the Series 2010 Bonds do exist, have happened, and have been performed in due time, form, and manner as required by law; the issuance of the Series 2010 Bonds, together with all other obligations of the Authority, do not exceed or violate any constitutional or statutory limitation, and the revenues, funds, property, and amounts pledged to the payment of the principal of, premium, if any, and interest on the Series 2010 Bonds, as the same become due, have been calculated to be sufficient in amount for that purpose. (i) Project Compliance. The Coliseum complies and, after completion of the Coliseum Project, will comply with all presently applicable building and zoning, health, environmental, and safety ordinances and laws and all other applicable laws, rules, and regulations of any and all governmental and quasi-governmental authorities having jurisdiction over any portion of the Coliseum Project. (j) Authority¶V7D[&HUWLILFDWH. The representations and warranties of the Authority set IRUWKLQWKH$XWKRULW\¶V7D[&HUWLILFDWHGDWHGWKHGDWHRILVVXDQFHDQGGHOLYHU\RIWKH6HULHV 2010 Bonds, are hereby incorporated herein and made a part hereof by this reference thereto, as if fully set forth herein, and are true and correct as of the date hereof. Section 2.02. Representations by the Consolidated Government. The Consolidated Government makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) Creation and Authority. The Consolidated Government is a political subdivision duly created and validly existing under the laws of the State. The Consolidated Government has all requisite power and authority under the laws of the State to enter into, perform its obligations under, and exercise its rights under this Service Agreement. The Consolidated Government is Attachment number 2Page 11 of 36 -9- ATLANTA:5222183.3 authorized by Article IX, Section III, Paragraph I(a) of the Constitution of the State of Georgia of 1983, to contract for any period not exceeding fifty years with the Authority for joint services, for the provision of services, or for the joint or separate use of facilities or equipment but such contracts must deal with activities, services, or facilities which the contracting parties are authorized by law to undertake or provide. Section 36-34-3 of the Official Code of Georgia Annotated authorizes the Consolidated Government to acquire, own, and operate buildings used or useful for housing fairs and exhibits, buildings for educational purposes, and buildings used or useful for public amusement purposes, together with facilities or buildings used for any combination of the above. (b) Pending Litigation. There are no actions, suits, proceedings, inquiries, or investigations pending or, to the knowledge of the Consolidated Government, after making due inquiry with respect thereto, threatened against or affecting the Consolidated Government in any court or by or before any governmental authority or arbitration board or tribunal, which involve the possibility of materially and adversely affecting the properties, activities, prospects, profits, operations, or condition (financial or otherwise) of the Consolidated Government, or the ability of the Consolidated Government to perform its obligations under this Service Agreement, or the transactions contemplated by this Service Agreement or which, in any way, would adversely affect the validity or enforceability of this Service Agreement or any agreement or instrument to which the Consolidated Government is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby, nor is the Consolidated Government aware of any facts or circumstances presently existing that would form the basis for any such actions, suits, or proceedings. The Consolidated Government is not in default with respect to any judgment, order, writ, injunction, decree, demand, rule, or regulation of any court, governmental authority, or arbitration board or tribunal. (c) Agreement Is Legal and Authorized. The execution and delivery by the Consolidated Government of this Service Agreement, the consummation of the transactions herein contemplated, and the fulfillment of or the compliance with all of the provisions hereof (i) are within the power, legal right, and authority of the Consolidated Government, (ii) are legal and will not conflict with or constitute on the part of the Consolidated Government a violation of or a breach of or a default under, any organic document, indenture, mortgage, security deed, pledge, note, lease, loan, or installment sale agreement, contract, or other agreement or instrument to which the Consolidated Government is a party or by which the Consolidated Government or its properties are otherwise subject or bound, or any license, law, statute, rule, regulation, judgment, order, writ, injunction, decree, or demand of any court or governmental agency or body having jurisdiction over the Consolidated Government or any of its activities or properties, and (iii) have been duly authorized by all necessary and appropriate official action on the part of the Governing Body of the Consolidated Government. This Agreement is the valid, legal, binding, and enforceable obligation of the Consolidated Government. The officials of the Consolidated Government executing this Service Agreement are duly and properly in office and are fully authorized and empowered to execute the same for and on behalf of the Consolidated Government. (d) Governmental Consents. Neither the Consolidated Government nor any of its activities or properties, nor any relationship between the Consolidated Government and any other Person, nor any circumstances in connection with the execution, delivery, and performance by Attachment number 2Page 12 of 36 -10- ATLANTA:5222183.3 the Consolidated Government of its obligations under this Service Agreement or the offer, issue, sale, or delivery by the Authority of the Series 2010 Bonds, is such as to require the consent, approval, permission, order, license, or authorization of, or the filing, registration, or qualification with, any governmental authority on the part of the Consolidated Government in connection with the execution, delivery, and performance of this Service Agreement or the consummation of any transaction herein contemplated, or the offer, issue, sale, or delivery of the Series 2010 Bonds, except as shall have been obtained or made and as are in full force and effect and except as are not presently obtainable. To the knowledge of the Consolidated Government, after making due inquiry with respect thereto, the Consolidated Government will be able to obtain all such additional consents, approvals, permissions, orders, licenses, or authorizations of governmental authorities as may be required on or prior to the date the Consolidated Government is legally required to obtain the same. (e) No Defaults. No event has occurred and no condition exists that would constitute an Event of Default or that, with the lapse of time or with the giving of notice or both, would become an Event of Default. To the knowledge of the Consolidated Government, after making due inquiry with respect thereto, the Consolidated Government is not in default or violation in any material respect under any organic document or other agreement or instrument to which it is a party or by which it may be bound. (f) Compliance with Law. To the knowledge of the Consolidated Government, after making due inquiry with respect thereto, the Consolidated Government is not in violation of any laws, ordinances, or governmental rules or regulations to which it or its properties are subject and has not failed to obtain any licenses, permits, franchises, or other governmental authorizations (which are presently obtainable) necessary to the ownership of its properties or to the conduct of its affairs, which violation or failure to obtain might materially and adversely affect the properties, activities, prospects, profits, and condition (financial or otherwise) of the Consolidated Government, and there have been no citations, notices, or orders of noncompliance issued to the Consolidated Government under any such law, ordinance, rule, or regulation. (g) Restrictions on the Consolidated Government. The Consolidated Government is not a party to or bound by any contract, instrument, or agreement, or subject to any other restriction, that materially and adversely affects its activities, properties, assets, operations, or condition (financial or otherwise). The Consolidated Government is not a party to any contract or agreement that restricts the right or ability of the Consolidated Government from entering into this Service Agreement and performing its obligations hereunder. (h) Disclosure. The representations of the Consolidated Government contained in this Service Agreement and any certificate, document, written statement, or other instrument furnished by or on behalf of the Consolidated Government to the Authority or the Underwriter in connection with the transactions contemplated hereby, do not contain any untrue statement of a material fact and do not omit to state a material fact necessary to make the statements contained herein or therein not misleading. There is no fact that the Consolidated Government has not disclosed to the Authority or the Underwriter in writing that materially and adversely affects or in the future may (so far as the Consolidated Government can now reasonably foresee) materially and adversely affect the properties, activities, prospects, operations, profits, or condition (financial or otherwise) of the Consolidated Government, or the ability of the Consolidated Attachment number 2Page 13 of 36 -11- ATLANTA:5222183.3 Government to perform its obligations under this Service Agreement or any of the documents or transactions contemplated hereby or thereby or any other transactions contemplated by this Service Agreement, which has not been set forth in the Official Statement relating to the Series 2010 Bonds or in the certificates, documents, and instruments furnished to the Underwriter by or on behalf of the Consolidated Government prior to the date of execution of this Service Agreement in connection with the transactions contemplated hereby. (i) Consolidated Government¶V7D[&HUWLILFDWH. The representations and warranties of the Consolidated Government set forth in the Consolidated Government¶V7D[&HUWLILFDWHGDWHG the date of issuance and delivery of the Series 2010 Bonds, are hereby incorporated herein and made a part hereof by this reference thereto, as if fully set forth herein, and are true and correct as of the date hereof. (k) Financial Statements. The balance sheet of the Consolidated Government as of December 31, 2009, and the statement of revenues, expenditures, and changes in fund balance and the statement of cash flow for the year ended December 31, 2009 (copies of which, audited by Cherry, Bekaert & Holland, L.L.P., independent certified public accountants, are included in the Official Statement relating to the Series 2010 Bonds) present fairly the financial position of the Consolidated Government as of December 31, 2009, and the results of its operations and its cash flows for the year ended December 31, 2009, with such exceptions as may be disclosed in the audit report. Since December 31, 2009, there has been no material adverse change in the financial position or results of operations or cash flows of the Consolidated Government. (j) Other Contracts. The Consolidated Government represents that there is not presently in force and effect any other contract or agreement which obligates the Consolidated Government to levy an annual ad valorem tax on all taxable property located within the territorial limits of the Consolidated Government, as now existent and as the same may hereafter be extended, at such rate or rates, within the mill limit prescribed by the Constitutional Amendment, to provide revenues to fulfill the Consolidated Government¶VREOLJDWLRQVXQGHU such contract or agreement, except for the Prior Contracts and the Sale Agreement. Section 2.03. Reliance by Bondholders. The Authority and the Consolidated Government acknowledge and agree that these representations and warranties are made to induce the Underwriter to purchase the Bonds, and that such representations and warranties and any other representations and warranties made by the Authority and the Consolidated Government in this Service Agreement are made for the benefit of the Bondholders and may be relied upon by the Bondholders. [End of Article II] Attachment number 2Page 14 of 36 -12- ATLANTA:5222183.3 ARTICLE III TITLE; SECURITY Section 3.01. Title to the Coliseum. The Authority agrees that throughout the term of this Service Agreement title to the Coliseum shall be vested in and shall be the sole property of the Authority, subject to any Liens or leases that the Authority may create during the term of this Service Agreement. The Authority hereby agrees during the term hereof to operate the Coliseum as a multi-use coliseum and civic center type facility, making the facilities and the services of the Coliseum available to public and private consumers and users located in territorial limits of the Consolidated Government and its environs, all for the benefit of the citizens of the Consolidated Government. The Authority hereby agrees to acquire, improve, better, extend, operate, and maintain the Coliseum for the benefit of the citizens of the Consolidated Government, for and in consideration of the payments to be received from the Consolidated Government as set forth in Section 5.02 hereof and in accordance with the provisions of this Service Agreement. Section 3.02. Security for Payments under this Service Agreement. (a) As security for the payments required to be made and the obligations required to be performed by the Consolidated Government under this Service Agreement, the Consolidated Government hereby pledges to the Authority its full faith and credit and taxing power for such payment and performance. The Consolidated Government covenants that, in order to make any payments when due from its general funds to the extent required hereunder, it will exercise its power of taxation to the extent necessary to pay the amounts required to be paid hereunder and will make available and use for such payments all taxes levied and collected for that purpose together with funds received from any other sources. The Consolidated Government further covenants and agrees that in order to make funds available for such purpose in each Fiscal Year, it will, in its general revenue, appropriation, and budgetary measures through which its tax funds or revenues and the allocation thereof are controlled or provided for, include sums sufficient to satisfy any such payments that may be required to be made hereunder, whether or not any other sums are included in such measure, until all payments so required to be made hereunder shall have been made in full. The obligation of the Consolidated Government to make any payments that may be required to be made from its general funds shall constitute a general obligation of the Consolidated Government and a pledge of the full faith and credit of the Consolidated Government to provide the funds required to fulfill any such obligation. In the event for any reason any such provision or appropriation is not made as provided in this Section 3.02, then the fiscal officers of the Consolidated Government are hereby authorized and directed to set up as an appropriation on their accounts in the appropriate Fiscal Year the amounts required to pay the obligations that may be due from the general funds of the Consolidated Government. The amount of such appropriation shall be due and payable and shall be expended for the purpose of paying any such obligations, and such appropriation shall have the same legal status as if the Consolidated Government had included the amount of the appropriation in its general revenue, appropriation, and budgetary measures, and the fiscal officers of the Consolidated Government shall make such payments to the Authority if for any reason the payment of such obligations shall not otherwise have been made. Attachment number 2Page 15 of 36 -13- ATLANTA:5222183.3 (b) The Consolidated Government covenants and agrees that it shall, to the extent necessary, levy an annual ad valorem tax on all taxable property located within the territorial limits of the Consolidated Government, as now existent and as the same may hereafter be extended, at such rate or rates, within the mill limit prescribed by the Constitutional Amendment or within such greater millage as may hereafter be prescribed by applicable law, as may be necessary to produce in each year revenues that will be sufficient to fulfill the Consolidated *RYHUQPHQW¶VREOLJDWLRQVXQGHUthis Service Agreement, from which revenues the Consolidated Government agrees to appropriate sums sufficient to pay in full when due all of the Consolidated *RYHUQPHQW¶VREOLJDWLRQVXQGHUthis Service Agreement. The Consolidated Government hereby creates and grants a lien in favor of the Authority on any and all revenues realized by the Consolidated Government from such tax, to make the payments that are required under this Sale Agreement, which lien (i) shall rank on a parity with the lien created and granted on the date hereof in favor of the Authority on such revenues pursuant to the Sale Agreement and (ii) is superior to any that can hereafter be created, except that this lien may be extended to cover any Additional Contracts, as permitted by Section 3.02(e) hereof. Nothing herein contained, however, shall be construed as limiting the right of the Consolidated Government to make the payments called for by this Service Agreement out of any funds lawfully available to it for such purpose, from whatever source derived (including general funds). (c) 7KH&RQVROLGDWHG*RYHUQPHQW¶VREOLJDWLRQWROHY\DQDQQXDODGYDORUHPWD[ZLWKLQ the mill limit prescribed by the Constitutional Amendment, or such greater millage hereafter authorized by law, for the purpose of providing funds to meet the &RQVROLGDWHG*RYHUQPHQW¶V payment obligations under this Service Agreement shall not be junior and subordinate, but shall EHVXSHULRURUHTXDOWRWKH&RQVROLGDWHG*RYHUQPHQW¶VREOLJDWLRQWROHY\DQDQQXDODGYDORUHP tax at such rate or rates within such mill limit or such greater millage as hereinafter prescribed by law pursuant to the provisions of the Prior Contract, the Sale Agreement, and any Additional Contract. It is expressly provided, however, that the Consolidated Government shall not be required to levy a tax in any year at a rate or rates exceeding in the aggregate the maximum millage prescribed by the Constitutional Amendment for such year, or any greater millage hereafter prescribed by law, in order to meet its obligations under the Contracts. (d) So long as the Bonds are unpaid, the Consolidated Government shall not: (1) enter into an Additional Contract that creates a lien on the revenues to be derived from the tax to be levied hereunder by the Consolidated Government to fulfill its obligations hereunder, which is superior to the lien created hereunder, (2) enter into any other contract or agreement creating a lien on such tax revenues for any purpose other than debt service payments (including creation and maintenance of reasonable reserves therefor) superior to or on a parity with the lien created thereon to fulfill the obligations of the Consolidated Government hereunder, and (3) enter into any Additional Contract that provides for payment to be made by the Consolidated Government from moneys derived from the levy of a tax within the maximum millage now or hereafter authorized by law if each annual payment of all amounts payable with respect to debt service or which are otherwise fixed in amount or currently budgeted in amount under all Contracts then in existence, together with each Attachment number 2Page 16 of 36 -14- ATLANTA:5222183.3 annual payment to be made under the proposed Additional Contract, in each future Fiscal Year, would exceed the amount then capable of being produced by a levy of a tax within the maximum millage now or hereafter authorized by law on the taxable value of property located within the territorial limits of the Consolidated Government subject to taxation for such purposes, as shown by the latest tax digest available immediately preceding the execution of any such Additional Contract. (e) It is further expressly provided that so long as the Bonds are unpaid, the Consolidated Government shall not hereafter enter into any Additional Contract for the purpose of debt service payments (including creation and maintenance of reserves therefor), unless the amount then capable of being produced by the levy of an ad valorem tax within the maximum millage then prescribed by the Constitutional Amendment or any successor provision on all taxable property within the territorial limits of the Consolidated Government, as shown by the latest tax digest available immediately preceding the execution of such Additional Contract, is equal to the maximum combined amount payable in any future Fiscal Year with respect to debt service under all existing Contracts and any such Additional Contract. Debt service for purposes of this paragraph (e) shall mean required payments of principal, including principal to be paid through mandatory redemption, interest, and amounts required to be paid for creation and maintenance of reasonable debt service reserves and to establish and maintain mandatory investment programs, less principal and interest received or to be received from investment of any of the foregoing amounts (except funds on hand or to be on hand in any debt service reserve) required to be applied to debt service in each Fiscal Year. The Consolidated Government shall furnish the Authority, not less than five (5) nor more than sixty (60) days prior to the date of execution and delivery of any such Additional Contract, a report of an independent certified public accountant to the effect that, based upon an affidavit of the Tax Commissioner of Richmond County as to the taxable value of property located within the territorial limits of the Consolidated Government, the requirements of this paragraph (e) have been met. Section 3.03. Security for the Bonds. As security for the payment of the Bonds, the Authority has adopted the Bond Resolution. The Consolidated Government hereby assents to the assignment and pledge made in the Bond Resolution and hereby agrees that its obligations to make all payments under this Service Agreement shall be absolute and shall not be subject to any defense, except payment, or to any right of setoff, counterclaim, or recoupment arising out of any breach by the Authority of any obligation to the Consolidated Government, whether hereunder or otherwise, or arising out of any indebtedness or liability at any time owing to the Consolidated Government by the Authority. The Consolidated Government further agrees that all payments required to be made under this Service Agreement, except for those arising out of Unassigned Rights, shall be paid directly to the Sinking Fund Custodian for the account of the Authority for deposit in the Sinking Fund. The Bondholders shall have all rights and remedies herein accorded to the Authority (except for Unassigned Rights), and any reference herein to the Authority shall be deemed, with the necessary changes in detail, to include the Bondholders, and the Bondholders are deemed to be and are third party beneficiaries of the representations, covenants, and agreements of the Consolidated Government herein contained. [End of Article III] Attachment number 2Page 17 of 36 -15- ATLANTA:5222183.3 ARTICLE IV THE COLISEUM PROJECT; ISSUANCE OF THE BONDS; PROJECT FUND Section 4.01. Agreement to Acquire, Construct, and Install the Coliseum Project. The Authority agrees to acquire, construct, and install the Coliseum Project substantially in the manner set forth in the Plans and Specifications. The Authority will not permit the acquisition, construction, and installation of the Coliseum Project to be accomplished in any manner that is not in accordance with the Plans and Specifications. The Authority may make changes in or additions to the Plans and Specifications; provided, however, changes in or additions to the Plans and Specifications that are material shall be subject to the prior written approval of the Consulting Architect and the Authorized Consolidated Government Representative. The Authority agrees to complete the acquisition, construction, and installation of the Coliseum Project as promptly as practicable and with all reasonable dispatch after the date of issuance and sale of the Series 2010 Bonds. Section 4.02. Agreement to Issue the Series 2010 Bonds; Application of Proceeds. In order to provide funds for payment of the Costs of the Coliseum Project and for the other purposes specified in the Bond Resolution, the Authority agrees that it will sell and cause to be delivered to the Underwriter the Series 2010 Bonds in the aggregate principal amount of $_________ and will thereupon deposit the proceeds derived from the sale of the Series 2010 Bonds as provided in Section 12.2 of the Bond Resolution and will use the moneys deposited in the Series 2010 Coliseum Account to pay the costs of acquiring, constructing, and installing the Coliseum Project. Section 4.03. Application of Moneys in the Series 2010 Coliseum Account. The Authority shall in the Bond Resolution authorize and direct the Project Fund Depository to use the moneys in the Series 2010 Coliseum Account for the following purposes (but for no other purposes): (a) payment of (i) the cost of the preparation of Plans and Specifications (including any preliminary study or planning of the Coliseum Project or any aspect thereof), (ii) the cost of acquisition and construction of the Coliseum Project and all construction, acquisition, and installation expenses required to provide utility services or other facilities and all real or personal properties deemed necessary in connection with the Coliseum Project (including development, architectural, engineering, and supervisory services with respect to any of the foregoing), and (iii) any other costs and expenses relating to the Coliseum Project; (b) payment for labor, services, materials, and supplies used or furnished in site improvement and in the construction of the Coliseum Project, including all costs incident thereto, payment for the cost of the construction, acquisition, and installation of utility services or other facilities, payment for all real and personal property deemed necessary in connection with the Coliseum Project, payment of consulting and development fees payable to the Authority, the Consolidated Government, or others, and payment for the Attachment number 2Page 18 of 36 -16- ATLANTA:5222183.3 miscellaneous expenses incidental to any of the foregoing items including the premium on any surety bond; (c) payment of the costs of issuing the Bonds; (d) payment of expenses incurred in seeking to enforce any remedy against any contractor or subcontractor or their surety in respect of any default under a contract relating to the Coliseum Project; (e) payment of the fees or out-of-pocket expenses of the Authority or the Consolidated Government, if any, relating to the Coliseum Project, including, but not limited to, architectural, engineering, and supervisory services with respect to the Coliseum Project; (f) payment of the fees, or out-of-pocket expenses, if any, of those providing services with respect to the Coliseum Project, including, but not limited to, architectural, engineering, legal, accounting, and supervisory services; (g) payment to the Authority or the Consolidated Government of such amounts, if any, as shall be necessary to reimburse the Authority or the Consolidated Government in full for all advances and payments made by either of them for any of the items set forth in clauses (a) through (e) above; (h) payment of any other costs and expenses relating to the Coliseum Project permitted to be paid by the Authority under the Act; and (i) all proceeds of Series 2010 Bonds remaining in the Series 2010 Coliseum Account after the Completion Date, less amounts retained or set aside to meet costs not then due and payable or which are being contested, may, upon draft, signed by the Authorized Authority Representative and the Authorized Consolidated Government Representative, be transferred to the Series 2010 TEE Center Account to pay Costs of the TEE Center Project or, otherwise, shall be deposited to the Sinking Fund. Section 4.04. Disbursements from the Series 2010 Coliseum Account. All disbursements from the Series 2010 Coliseum Account shall be made upon draft, signed by the Authorized Authority Representative and the Authorized Consolidated Government Representative, but before they shall sign any such draft, there shall be filed with the Project Fund Depository: (a) A requisition for such payment (the above-mentioned draft may be deemed a requisition for the purpose of this Section 4.04), stating each amount to be paid and the name of the person to whom payment is due. (b) A certificate executed by the Authorized Authority Representative and the Authorized Consolidated Government Representative attached to the requisition and certifying: Attachment number 2Page 19 of 36 -17- ATLANTA:5222183.3 (1) that an obligation in the stated amount has been incurred by the Authority and that the same is a proper charge against the Series 2010 Coliseum Account and has not been paid and stating that the bill or statement of account for such obligation, or a copy thereof, is on file in the office of the Authority; (2) WKDWWKHVLJQHUVKDYHQRQRWLFHRIDQ\YHQGRU¶VPHFKDQLF¶VRURWKHU liens or rights to liens, chattel mortgages, or conditional sales contracts that should be satisfied or discharged before such payment is made; and (3) that such requisition contains no item representing payment on account of any retained percentages that the Authority is, at the date of any such certificate, entitled to retain. If the requisition for payment is for amounts due under the Construction Contracts, the Authority shall maintain in its records (but shall not be required to file with the Project Fund Depository) with respect to each such requisition an application for payment in the form of American Institute of Architects Document G702, Application and Certificate for Payment, and American Institute of Architects Form G703, Continuation Sheets, showing by trade the cost of work on the Coliseum Project and the cost of materials incorporated into the Coliseum Project or stored on the premises of the Coliseum, all to the date stated in the Application and Certificate for Payment. The Application and Certificate for Payment must be signed by the Authorized Authority Representative, the appropriate contractor under the Construction Contracts, and the Consulting Architect. The cost breakdown included in the Application and Certificate for Payment shall show the percentage of completion of each line item on the Authority¶VGHWDLOHG estimate of Coliseum Project costs as submitted to the Project Fund Depository, and the accuracy of the cost breakdown shall be certified by the Authority and the appropriate contractor under the Construction Contracts. The completed construction on the Coliseum Project shall be reviewed (at the time each Application and Certificate for Payment is prepared) by the Consulting Architect, and the Consulting Architect shall certify to the Authority as to (A) the cost of completed construction, (B) the percentage of completion, and (C) compliance with the Plans and Specifications. Section 4.05. Obligation of the Parties to Cooperate in Furnishing Documents; Reliance of the Project Fund Depository. The Authority and the Consolidated Government agree to cooperate in furnishing to the Project Fund Depository the documents referred to in Section 4.04 hereof that are required to effect payments out of the Series 2010 Coliseum Account, and the Authority agrees to cause such orders to be directed to the Project Fund Depository as may be necessary to effect payments out of the Series 2010 Coliseum Account, in accordance with Section 4.04 hereof. Such obligation of the Authority is subject to any provisions of the Bond Resolution requiring additional documentation with respect to payments and shall not extend beyond the moneys in the Series 2010 Coliseum Account available for payment under the terms of the Bond Resolution. In making any such payment from the Series 2010 Coliseum Account, the Project Fund Depository may rely on any such orders and certifications delivered to it pursuant to Section 4.04 hereof. Section 4.06. Establishment of Completion Date. The Completion Date shall be evidenced to the Project Fund Depository by a certificate of substantial completion listing the Attachment number 2Page 20 of 36 -18- ATLANTA:5222183.3 items to be completed or corrected, if any, and the amounts to be withheld therefor, signed by the Authorized Authority Representative and the Authorized Consolidated Government Representative and approved by the Consulting Architect stating that, except for amounts retained by the Project Fund Depository for Costs of the Coliseum Project not then due and payable, (i) the acquisition, construction, and installation of the Coliseum Project has been substantially completed without material deviation from the Plans and Specifications and all labor, services, materials, and supplies used in such acquisition, construction, and installation have been paid or provided for, (ii) all other facilities necessary in connection with the acquisition, construction, and installation of the Coliseum Project have been constructed, acquired, and installed without material deviation from the Plans and Specifications and all costs and expenses incurred in connection therewith have been paid or provided for, and (iii) certificate(s) of occupancy for the Building have been issued by appropriate local governmental authorities. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights against third parties that exist at the date of such certificate or that may subsequently come into being. The Consulting Architect shall certify the matter covered by clauses (i) and (ii) above. It shall be the duty of the Authority to cause the certificate contemplated by this Section 4.06 to be furnished as soon as the acquisition, construction, and installation of the Coliseum Project shall have been substantially completed. Section 4.07. Consolidated Government Required to Pay Project Costs in Event Series 2010 Coliseum Account Insufficient. In the event the moneys in the Series 2010 Coliseum Account available for payment of the Costs of the Coliseum Project shall not be sufficient to pay the costs thereof in full, the Consolidated Government may, but shall be under no obligation to, complete the acquisition, construction, and installation of the Coliseum Project and pay all that portion of the Costs of the Coliseum Project as may be in excess of the moneys available therefor in the Series 2010 Coliseum Account. The Authority does not make any warranty, either express or implied, that the moneys which will be paid into the Series 2010 Coliseum Account and which, under the provisions of this Service Agreement, will be available for payment of the Costs of the Coliseum Project, will be sufficient to pay all the costs that will be incurred in that connection. The Consolidated Government agrees that if after exhaustion of the moneys in the Series 2010 Coliseum Account the Consolidated Government shall pay any portion of the Costs of the Coliseum Project pursuant to the provisions of this Section 4.07, it shall not be entitled to any reimbursement therefor from the Authority, the Project Fund Depository, or the Bondholders, nor shall it be entitled to any diminution of the amounts payable under Section 5.02 hereof. Section 4.08. Authorized Consolidated Government and Authority Representatives and Successors. The Consolidated Government and the Authority, respectively, shall designate, in the manner prescribed in Section 1.01 hereof, the Authorized Consolidated Government Representative and the Authorized Authority Representative. In the event that any person so designated and his alternate or alternates, if any, should become unavailable or unable to take any action or make any certificate provided for or required in this Service Agreement, a successor shall be appointed in the same manner. Section 4.09. Enforcement of Remedies against Contractors and Subcontractors and their Sureties and Against Manufacturers. The Authority covenants that it will take such action and institute such proceedings as shall be necessary to cause and require all contractors Attachment number 2Page 21 of 36 -19- ATLANTA:5222183.3 and subcontractors and material suppliers to complete their contracts diligently in accordance with the terms of such contracts, including, without limitation, the correction of any defective work, with all expenses incurred by the Authority in connection with the performance of its obligations under this Section 4.09 to be considered part of the Costs of the Coliseum Project referred to in Section 4.03 hereof. The Authority agrees that, after reasonable notice from the Consolidated Government and reasonable opportunity for the Authority to take such action on its own, the Consolidated Government may, from time to time, in its own name, or in the name of the Authority, take such action as may be necessary or advisable, as determined by the Consolidated Government, to ensure the construction of the Coliseum Project in accordance with the terms of the Construction Contracts and the Plans and Specifications, to ensure the peaceable and quiet enjoyment of the Coliseum, and to ensure the performance by the Authority of all covenants and obligations of the Authority under this Service Agreement, with all costs and expenses incurred by the Consolidated Government in connection therewith to be considered as part of the Costs of the Coliseum Project referred to in Section 4.03 hereof. All amounts recovered by way of penalties, damages, whether liquidated or actual, refunds, adjustments, or otherwise in connection with the foregoing prior to the Completion Date, less any unreimbursed legal expenses incurred to collect the same, shall be paid into the Series 2010 Coliseum Account and, after the Completion Date, shall be disbursed pursuant to the provisions of Section 4.03(i) of this Service Agreement. The Authority covenants that it will take such action and institute such proceedings as shall be necessary to cause and require any manufacturers of any equipment included in the Coliseum Project and any dealer to fulfill their warranties and contractual responsibilities diligently in accordance with the terms of any purchase and installation contracts, including, without limitation, the correction of any defective parts or workmanship, with all expenses incurred by the Authority in connection with the performance of its obligations under this Section 4.09 to be considered part of the Costs of the Coliseum Project referred to in Section 4.03 hereof. The Authority agrees that, after reasonable notice from the Consolidated Government and reasonable opportunity for the Authority to take such action on its own, the Consolidated Government may, from time to time, take such action as may be necessary or advisable, as may be determined by the Consolidated Government, to ensure the conformity of such equipment to the specifications therefor, with all costs and expenses incurred by the Consolidated Government in connection therewith to be considered as part of the Costs of the Coliseum Project referred to in Section 4.03 hereof. Section 4.10. Additional Bonds. (a) In addition to the purposes set forth in Section 4.14 of the Sale Agreement, Additional Bonds may be issued by the Authority for the purpose of providing funds to pay any one or more of the following: (i) the costs of completing the Coliseum Project and (ii) the costs of making such Additions or Alterations in, on, or to the Coliseum as the Consolidated Government may deem necessary or desirable and as will not impair the nature of the Coliseum. (b) The terms of such Additional Bonds, the purchase price to be paid therefor, and the manner in which the proceeds therefrom are to be disbursed shall have been approved in writing by the Consolidated Government, provided, that the sale of any Additional Bonds shall be the sole responsibility of the Consolidated Government, and provided further that the Consolidated Attachment number 2Page 22 of 36 -20- ATLANTA:5222183.3 Government and the Authority shall have entered into an amendment to this Service Agreement to provide for additional payments, together with any additional payments of Purchase Price to be made pursuant to any amendment to the Sale Agreement, in an amount at least sufficient to pay principal of, premium, if any, and interest on the Additional Bonds when due and to provide for any additional terms or changes to this Service Agreement required because of such Additional Bonds, and provided further that the Authority shall have otherwise complied with the provisions of Section 2.9 of the Bond Resolution and Section 4.14 of the Sale Agreement with respect to the issuance of such Additional Bonds. (c) Prior to the issuance of any Additional Bonds to finance the costs of completing the Coliseum Project or the cost of Additions or Alterations to the Coliseum Project, the Authority shall cause to be prepared and filed with the Consolidated Government a certificate of the Authority approved by a Consulting Architect setting forth the estimated cost of the completion of the Coliseum Project or the proposed Additions or Alterations to the Coliseum, including an allowance for contingencies, the estimated date of completion of the Coliseum Project or estimated date on which such Additions or Alterations will be placed in service or completed, and the amount, if any, provided or to be provided by the Authority from other sources toward payment of the costs of completion of the Coliseum Project or such Additions or Alterations to the Coliseum and the manner in which such funds will be provided. [End of Article IV] Attachment number 2Page 23 of 36 -21- ATLANTA:5222183.3 ARTICLE V TERM OF AGREEMENT; PAYMENT PROVISIONS; NATURE OF OBLIGATIONS Section 5.01. Term of Agreement. This Agreement shall become effective upon its delivery and shall be in full force and effect until midnight, October 1, 20__, subject to the provisions of this Service Agreement permitting earlier termination (including particularly Article VII hereof), or if all the Bonds have not been paid or retired (or provision for such payment has not been made as provided in the Bond Resolution), until such date as such payment or provision shall have been made; provided, however, that the covenants and obligations expressed herein to so survive shall survive the termination of this Service Agreement, but in no event shall the term of this Service Agreement exceed fifty (50) years. Section 5.02. &RQVROLGDWHG *RYHUQPHQW¶V 3D\PHQW 2EOLJDWLRQV. (a) Until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Bond Resolution, the Consolidated Government shall pay shall pay to the Sinking Fund Custodian for the account of the Authority, the following amounts: (i) on or before each March 31 or September 30, as the case may be, a sum equal to 20.833% of the amount payable on the next succeeding April 1 or October 1, whichever is closer, as interest on the Bonds, as provided in the Bond Resolution, and (ii) on or before each September 30, a sum equal to 20.833% of the principal of the Bonds due on the next succeeding October 1, whether by maturity or by mandatory redemption, as provided in the Bond Resolution. Each payment under this Section due on the day preceding an interest or principal payment date or redemption date until the Bonds are fully paid or payment is provided therefor in accordance with the Bond Resolution shall in all events be sufficient, after giving credit for funds held in the Sinking Fund available for such purpose, to pay 20.833% of the total amount of interest, principal, redemption requirement, and premium, if any, payable on the Bonds on the next succeeding principal or interest payment date or on the next succeeding redemption date for Bonds (the remainder of such amount to be paid by the Consolidated Government pursuant to Section 5.03(a) of the Sale Agreement). Any payment shall be reduced and need not be made to the extent that there are moneys on deposit in the Sinking Fund in excess of the amount required for the payment of Bonds theretofore matured or called for redemption, the amount required for the payment of interest for which checks or drafts have been mailed by or on behalf of the Authority, and past due interest in all cases where Bonds have not been presented for payment. Further, if the amount held by the Sinking Fund Custodian in the Sinking Fund should be sufficient to pay at the times required the principal of, premium, if any, and interest on the Bonds then remaining unpaid, the Consolidated Government shall not be obligated to make any further payments under the provisions of this Section. There shall also be a credit against remaining payments for Bonds purchased, redeemed, or cancelled, as provided in Article III of the Bond Resolution. Any payment not received by the Sinking Fund Custodian when due shall continue Attachment number 2Page 24 of 36 -22- ATLANTA:5222183.3 as an obligation of the Consolidated Government until paid and shall bear interest at the rate of interest on the Bonds to which such payment relates. As provided in Section 4.10 hereof, payments shall be increased to cover the payment of principal of, redemption premium, if any, and interest on any Additional Bonds. (b) The Consolidated Government agrees to pay 20.833% of all reasonable out-of- pocket costs and expenses of the Authority incurred in connection with its negotiation, structuring, documenting, and closing the Bonds, including, without limitation, the reasonable fees and disbursements of counsel for the Authority and Bond Counsel (the remainder of such amount to be paid by the Consolidated Government pursuant to Section 5.03(b) of the Sale Agreement). The Consolidated Government agrees to pay all reasonable out-of-pocket costs and expenses of the Authority incurred in connection with its administration or modification of, or in connection with the preservation of its rights under, enforcement of, or any refinancing, renegotiation, restructuring, or termination of, this Service Agreement or any instruments referred to herein or any amendment, waiver, or consent relating hereto, including, without limitation, the reasonable fees and disbursements of counsel for the Authority. Such additional amounts shall be billed to the Consolidated Government by the Authority from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority for one or more of the above items. Amounts so billed shall be paid by the Consolidated Government within thirty (30) days after receipt of the bill by the Consolidated Government. (c) In the event the Consolidated Government shall fail to make any of the payments required in this Section 5.02, the item or installment so in default shall continue as an obligation of the Consolidated Government until the amount in default shall have been fully paid. Section 5.03. Place of Payments. The payments provided for in Section 5.02(a) hereof shall be paid in lawful money of the United States of America directly to the Sinking Fund Custodian for the account of the Authority and shall be deposited in the Sinking Fund. The additional payments to be made to the Authority pursuant to Section 5.02(b) hereof shall be paid directly to the Authority for its own use. Section 5.04. Nature of Obligations of Consolidated Government Hereunder. (a) The obligations of the Consolidated Government to make the payments required in Section 5.02 hereof and other sections hereof and to perform and observe any and all of the other covenants and agreements on its part contained herein shall be a general obligation of the Consolidated Government and shall be absolute and unconditional irrespective of any defense or any rights of setoff, recoupment, or counterclaim it may otherwise have against the Authority. The Consolidated Government agrees that it shall not (i) suspend, abate, reduce, abrogate, diminish, postpone, modify, or discontinue any payments provided for in Section 5.02 hereof, (ii) fail to observe any of its other agreements contained in this Service Agreement, or (iii) except as provided in Article VII hereof, terminate its obligations under this Service Agreement for any contingency, act of God, event, or cause whatsoever, including, without limiting the generality of the foregoing, failure of the Authority to complete the Coliseum Project, failure of the Authority to occupy or to use the Coliseum as contemplated in this Service Agreement or otherwise, any change or delay in the time of availability of the Coliseum Project, any acts or circumstances that Attachment number 2Page 25 of 36 -23- ATLANTA:5222183.3 may impair or preclude the use or possession of the Coliseum, any defect in the title, design, operation, merchantability, fitness, or condition of the Coliseum or in the suitability of the Coliseum for the Authority¶VSXUSRVHVRUQHHGVIDLOXUHRIFRQVLGHUDWLRQDQ\GHFODUDWLRQRU finding that any of the Bonds or the Bond Resolution is unenforceable or invalid, the invalidity of any provision of the Agreements, any acts or circumstances that may constitute an eviction or constructive eviction, destruction of or damage to the Coliseum, the taking by eminent domain of title to or the use of all or any part of the Coliseum, failure of the Authority¶V WLWOH WRthe Coliseum or any part thereof, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or in the rules or regulations of any governmental authority, or any failure of the Authority to perform and observe any agreement, whether express or implied, or any duty, liability, or obligation arising out of or connected with the Agreements. (b) Nothing contained in this Section 5.04 shall be construed to release the Authority from the performance of any of the agreements on its part herein contained. In the event the Authority should fail to perform any such agreement on its part, the Consolidated Government may institute such action against the Authority as the Consolidated Government may deem necessary to compel performance so long as such action does not abrogate the Consolidated Government¶VREOLJDWLRQVKHUHXQGHU7KHAuthority hereby agrees that it shall not take or omit to take any action that would cause this Service Agreement to be terminated. The Consolidated Government may, however, at its own cost and expense and in its own name or in the name of the Authority, prosecute or defend any action or proceeding or take any other action involving third persons that the Consolidated Government deems reasonably necessary in order to secure or protect its rights hereunder, and in such event the Authority hereby agrees to cooperate fully with the Consolidated Government and to take all action necessary to effect the substitution of the Consolidated Government for the Authority in any such action or proceeding if the Consolidated Government shall so request. [End of Article V] Attachment number 2Page 26 of 36 -24- ATLANTA:5222183.3 ARTICLE VI ADDITIONAL COVENANTS Section 6.01. No Warranty of Condition or Suitability by the Authority. THE AUTHORITY MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE HABITABILITY, MERCHANTABILITY, CONDITION, OR WORKMANSHIP OF ANY PART OF THE COLISEUM PROJECT. Section 6.02. Indemnity. To the extent permitted by the laws and Constitution of the State, the Consolidated Government shall protect, hold harmless, and indemnify the Authority from and against any and all liability, obligations, losses, claims, and damages whatsoever, regardless of cause thereof, and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties, and interest arising out of or as the result of the entering into of this Service Agreement. The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Service Agreement and shall survive the termination of this Service Agreement for any reason. Section 6.03. Continuing Disclosure. The Consolidated Government hereby covenants and agrees that it will comply with and carry out all of the provisions of the Series 2010 Disclosure Certificate. Notwithstanding any other provision of this Service Agreement, failure of the Consolidated Government to comply with the Series 2010 Disclosure Certificate shall not be considered an Event of Default; however, any beneficial owner of the Series 2010 Bonds may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Consolidated Government to comply with its obligations under this Section 6.03. Section 6.04. Tax Status of Bonds. The Consolidated Government recognizes that the purchasers and owners of Tax-Exempt Bonds will have accepted the Tax-Exempt Bonds on, and paid an amount therefor reflecting, the understanding that interest on the Tax-Exempt Bonds is excluded from the gross income of the owners for federal income tax purposes under laws in force at the time the Tax-Exempt Bonds shall have been delivered. The Consolidated Government likewise recognizes that the purchases and owners of Tax Credit Bonds (Non-direct Pay) and owners of interests therein will have accepted such Tax Credit Bonds (Non-direct Pay), or interests therein, or, and paid an amount therefor reflecting, the understanding that a credit against the tax imposed by Chapter 1 of Subtitle A of the Code is available to the owner thereof. The Consolidated Government covenants that it will not take or omit to take any action nor permit any action to be taken or omitted that would cause the interest on any Tax-Exempt Bonds to become includable in the gross income of any owner thereof or would cause the credit against tax with respect to any Tax Credit Bonds (Non-direct Pay) not to be available. The Consolidated Government further covenants and agrees that it shall comply with the UHSUHVHQWDWLRQVDQGFHUWLILFDWLRQVLWPDGHLQLWV&RQVROLGDWHG*RYHUQPHQW¶V7D[&HUWLILFDWHGDWHG the date of issuance of the Series 2010 Bonds and that it shall take no action nor omit to take any action that would cause such representations and certifications to be untrue. Attachment number 2Page 27 of 36 -25- ATLANTA:5222183.3 The Consolidated Government agrees to furnish the Authority any items (including, without limitation, certificates of the Consolidated Government and opinions of Bond Counsel) reasonably requested by it to evidence compliance with the covenants contained in this Section 6.04. [End of Article VI] Attachment number 2Page 28 of 36 -26- ATLANTA:5222183.3 ARTICLE VII ASSIGNMENT; PREPAYMENTS Section 7.01. No Assignment by Consolidated Government. This Agreement may not be sold, assigned, delegated, or encumbered by the Consolidated Government. Section 7.02. Redemption of Bonds. The Authority, at the written request of the Consolidated Government at any time and if the Bonds are then callable or available for purchase, and if there are funds available therefor, shall forthwith take all steps that may be necessary under the applicable redemption or purchase provisions of the Bond Resolution to effect redemption or purchase of all or part of the then outstanding Bonds, as may be specified by the Consolidated Government, on the earliest date on which such redemption or purchase may be made under such applicable provisions. Section 7.03. Prepayment of Amounts Due Hereunder. There is expressly reserved to the Consolidated Government the right, and the Consolidated Government is authorized and permitted, at any time it may choose, to prepay all or any part of the amounts payable under Section 5.02(a) hereof, and the Authority agrees that the Sinking Fund Custodian may accept such prepayments when the same are tendered by the Consolidated Government. All payments so prepaid shall at the written direction of the Consolidated Government be credited toward the payments specified in Section 5.02(a) hereof, in the order of their due dates, or applied to the retirement of Bonds prior to maturity (either by redemption or purchase) in accordance with the Bond Resolution. The Consolidated Government shall also have the right to surrender Bonds acquired by it in any manner whatsoever to the Authority for cancellation, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired and shall be allocated as credits to payments as provided in the Bond Resolution. Section 7.04. Option to Prepay Amounts Due Hereunder and Redeem the Series 2010 Bonds at Prior Optional Redemption Dates. The Consolidated Government shall also have the option to prepay the amounts required to be paid under Section 5.02 hereof related to the Series 2010 Bonds and other amounts payable under this Service Agreement in such manner and amounts, together with amounts prepaid pursuant to Section 7.04 of the Sale Agreement, as will enable the Authority to redeem the Series 2010 Bonds prior to maturity on or after October 1, 20__, in whole or in part on any date, as provided in Section 3.1 of the Bond Resolution. Series 2010 Bonds redeemed pursuant to this Section shall be redeemed in accordance with the procedures set forth in Article III of the Bond Resolution. The aggregate amount payable by the Consolidated Government in the event of its exercise of the options granted under this Section and under Section 7.04 of the Sale Agreement shall be (i), in the case of partial redemption, the amount necessary to pay principal, all interest to accrue to the redemption date, the applicable redemption premium, if any, as provided in Section 3.1 of the Bond Resolution, and any redemption expense, and (ii) in the case of a total redemption, the amounts set forth in Article XI of the Bond Resolution and the applicable redemption premium, as provided in Section 3.1 of the Bond Resolution. Attachment number 2Page 29 of 36 -27- ATLANTA:5222183.3 [End of Article VII] Attachment number 2Page 30 of 36 -28- ATLANTA:5222183.3 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 8.01. Events of Default Defined. 7KHIROORZLQJVKDOOEH³(YHQWVRI'HIDXOW´ under this Service Agreement DQG WKH WHUPV ³(YHQW RI 'HIDXOW´ RU ³'HIDXOW´ VKDOO PHDQ whenever they are used in this Service Agreement, any one or more of the following events: (a) The Consolidated Government¶VIDLOXUHWRSD\WKHDPRXQWVUHTXLUHGWREHSDLG under Section 5.02 of this Service Agreement at the times specified therein. (b) The Consolidated Government¶V EUHDFK LQ DQ\ PDWHULDO UHVSHFW RI DQ\ representation or warranty contained in this Service Agreement or the Consolidated Government¶VIDLOXUHLQDQ\PDWHULDOUHVSHFWWRREVHUYHSHUIRUPRUFRPSO\ZLWKDQ\ covenant, condition, or agreement in this Service Agreement on the part of the Consolidated Government to be observed or performed, other than as referred to in subsection (a) of this Section 8.01 and in Section 6.03 hereof, for a period of thirty (30) days after written notice specifying such breach or failure and requesting that it be remedied, given to the Consolidated Government by the Authority or the Bondholders, unless the Bondholders shall agree in writing to an extension of such time prior to its expiration. In the case of any such breach or default that cannot with due diligence be cured within such thirty (30) day period but can be wholly cured within a period of time not materially detrimental to the rights of the Authority and the Bondholders, to be determined conclusively by the Bondholders, it shall not constitute an Event of Default if corrective action is instituted by the Consolidated Government within the applicable period and diligently pursued until the breach or default is corrected in accordance with and subject to any directions or limitations of time established in writing by the Bondholders. (c) The Consolidated Government shall (i) apply for or consent to the appointment of or the taking of possession by a receiver, custodian, trustee, or liquidator of it or of all or a substantial part of its property, (ii) enter into an agreement of composition with its creditors, (iii) admit in writing its inability to pay its debts as such debts become due, (iv) make a general assignment for the benefit of its creditors, (v) commence a voluntary case under the federal bankruptcy law (as now or hereafter in effect), (vi) file a petition or answer seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (vii) fail to controvert in a timely or appropriate manner or acquiesce in writing to any petition filed against it in an involuntary case under such federal bankruptcy law, or (viii) take any action for the purpose of effecting any of the foregoing. (d) A proceeding or case shall be commenced, without the application of the Consolidated Government, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution, winding-up, or composition or adjustment of debts of the Consolidated Government, (ii) the appointment of a trustee, receiver, custodian, liquidator, or the like of the Consolidated Government or of all or any Attachment number 2Page 31 of 36 -29- ATLANTA:5222183.3 substantial part of the assets of it, or (iii) similar relief in respect of the Consolidated Government under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition and adjustment of debts, and such proceeding or case shall continue undismissed or an order, judgment, or decree approving or ordering any of the foregoing shall be entered and shall continue unvacated and unstayed and in effect for a period of sixty (60) days, whether consecutive or not. (e) The occurrence of an event of default under the Sale Agreement. Section 8.02. Remedies on Default. Whenever any Event of Default referred to in Section 8.01 hereof shall have happened and be continuing, the Authority, in its discretion, may exercise any one or more of the following remedies: (a) The Authority may have access to and inspect, examine, and make copies of the books and records and any and all accounts and similar data of the Consolidated Government. (b) The Authority may from time to time take whatever action at law or in equity or under the terms of this Service Agreement may appear necessary or desirable to collect the amounts payable by the Consolidated Government hereunder then due or thereafter to become due, or to enforce performance and observance of any obligation, agreement, or covenant of the Consolidated Government under this Service Agreement. No action taken pursuant to this Section 8.02 shall relieve the Consolidated Government from its obligations pursuant to Section 5.02 hereof, all of which shall survive any such action, and the Authority may take whatever action at law or in equity as may appear necessary and desirable to collect the amounts then due and thereafter to become due or to enforce the performance and observance of any obligation, agreement, or covenant of the Consolidated Government hereunder. Section 8.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Service Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it in this Article VIII, it shall not be necessary to give any notice, other than such notice as may be herein expressly required. Such rights and remedies as are given the Authority hereunder shall also extend to the Bondholders, and the Bondholders shall be deemed third party beneficiaries of all covenants and agreements herein contained. Section 8.04. Agreement to Pay Fees and Expenses. In the event the Consolidated Government should default under any of the provisions of this Service Agreement and the Authority or the Bondholders should employ attorneys, accountants, or other experts or incur other expenses for the collection of amounts due hereunder or the enforcement of performance or Attachment number 2Page 32 of 36 -30- ATLANTA:5222183.3 observance of any obligation or agreement on the part of the Consolidated Government herein contained, the Consolidated Government agrees that it shall on demand therefor pay to the Authority or to the Bondholders for the account of the Authority the reasonable fees of such attorneys, accountants, or other experts and such other expenses so incurred by the Authority or WKH%RQGKROGHUV$Q\DWWRUQH\V¶IHHVUHTXLUHGWREHSDLGE\WKe Consolidated Government under this Service Agreement VKDOOLQFOXGHDWWRUQH\V¶DQGSDUDOHJDOV¶IHHVWKURXJKDOOSURFHHGLQJV including, but not limited to, negotiations, administrative hearings, trials, and appeals. Section 8.05. Waiver of Events of Default. The Authority may waive any Event of Default hereunder and its consequences. In case of any such waiver, or in case any proceeding taken by the Authority or the Bondholders on account of any such Event of Default shall be discontinued or abandoned or determined adversely to the Authority or the Bondholders, then and in every such case the Authority and the Consolidated Government shall be restored to their former position and rights hereunder, but no such waiver or rescission shall extend to or affect any subsequent or other Event of Default or impair or exhaust any right, power, or remedy consequent thereon. [End of Article VIII] Attachment number 2Page 33 of 36 -31- ATLANTA:5222183.3 ARTICLE IX MISCELLANEOUS Section 9.01. Notices. All notices, certificates, and other communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent to any party hereto at the following addresses or to such other address as any party hereto shall have specified in writing to the other party: If to the Authority: Augusta-Richmond County Coliseum Authority 601 Seventh Street Augusta, Georgia 30901 Attention: Chairperson If to the Consolidated Government: Augusta, Georgia 530 Greene Street, Room 801 Augusta, Georgia 30901 Attention: Admistrator Notices under this Section 9.01 will be deemed given only when actually received. Section 9.02. Construction and Binding Effect. This Agreement constitutes the entire agreement of the parties concerning the subject matter hereof and supersedes any prior agreements with respect thereto. This Agreement shall inure to the benefit of and shall be binding upon the Authority, the Consolidated Government, and their respective successors and assigns subject, however, to the limitations contained in Section 7.01 hereof. Section 9.03. Severability. In the event any provision of this Service Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 9.04. Amounts Remaining in Funds. It is agreed by the parties hereto that any amounts remaining in the Sinking Fund, the Project Fund, or other funds provided for herein upon expiration or sooner termination of this Service Agreement, as provided in this Service Agreement, after payment in full of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Bond Resolution), the fees, charges, and expenses of the Authority and the Bondholders, in accordance with the terms hereof, and all sums due and owing to the Authority, shall belong to and be paid to the Consolidated Government by the Authority as overpayment of amounts due hereunder. Section 9.05. Amendments, Changes, and Modifications. This Agreement may not be amended, changed, modified, altered, or terminated, and the observance of any term hereof may not be waived, except as provided in the Bond Resolution. Attachment number 2Page 34 of 36 -32- ATLANTA:5222183.3 Section 9.06. Execution of Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 9.07. Law Governing Construction of this Service Agreement. This Agreement is prepared and entered into with the intention that the law of the State of Georgia, H[FOXVLYHRIVXFKVWDWH¶VUXOHVJRYHUQLQJFKRLFHRIODZVKDOOJRYHUQLWVconstruction. Section 9.08. Immunity of Officials, Officers, and Employees of Authority and Consolidated Government. No recourse shall be had for the enforcement of any obligation, covenant, promise, or agreement of the Authority or the Consolidated Government contained in this Service Agreement or for any claim based hereon or otherwise in respect hereof against any member of a Governing Body, officer, or employee, as such, in his individual capacity, past, present, or future, of the Authority, the Consolidated Government, or any successor body, whether by virtue of any constitutional provision, statute, or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly agreed and understood that this Service Agreement is solely a corporate obligation of the Consolidated Government and the Authority payable only from the funds and assets of the Consolidated Government and the Authority herein specifically provided to be subject to such obligation and that no personal liability whatsoever shall attach to, or be incurred by, any member of a Governing Body, officer, or employee, as such, past, present, or future, of the Consolidated Government or the Authority, or of any successor corporation, either directly or through the Consolidated Government, the Authority, or any successor corporation, under or by reason of any of the obligations, covenants, promises, or agreements entered into between the Authority and the Consolidated Government whether contained in this Service Agreement or in the Bond Resolution or to be implied herefrom or therefrom as being supplemental hereto or thereto, and that all personal liability of that character against every such member of a Governing Body, officer, and employee is, by the execution of this Service Agreement and as a condition of and as part of the consideration for the execution of this Service Agreement, expressly waived and released. The immunity of members of a Governing Body, officers, and employees of the Authority and the Consolidated Government under the provisions contained in this Section 9.08 shall survive the completion of the Coliseum Project and the termination of this Service Agreement. [End of Article IX] Attachment number 2Page 35 of 36 -33- ATLANTA:5222183.3 SIGNATURES AND SEALS IN WITNESS WHEREOF, the Authority has executed this Service Agreement by causing its name to be hereunto subscribed by its Chairperson and by causing the official seal of the Authority to be impressed hereon and attested by its Secretary; and the Consolidated Government has executed this Service Agreement by causing its name to be hereunto subscribed by its Mayor and by causing the official seal of the Consolidated Government to be impressed hereon and attested by its City Clerk; all being done as of the day and year first above written. (SEAL) AUGUSTA-RICHMOND COUNTY COLISEUM AUTHORITY By: Chairperson Attest: Secretary (SEAL) AUGUSTA, GEORGIA By: Mayor Attest: Clerk of Commission Attachment number 2Page 36 of 36 EXHIBIT B ATLANTA:5220689.5 AUGUSTA-RICHMOND COUNTY COLISEUM AUTHORITY (a public corporation created and existing under the laws of the State of Georgia) as Seller and AUGUSTA, GEORGIA (a political subdivision created and existing under the laws of the State of Georgia) as Purchaser AGREEMENT OF SALE Dated as of August 1, 2010 THE RIGHTS AND INTEREST OF THE AUGUSTA-RICHMOND COUNTY COLISEUM AUTHORITY IN THIS AGREEMENT OF SALE AND THE REVENUES AND RECEIPTS DERIVED HEREFROM, EXCEPT FOR ITS UNASSIGNED RIGHTS, AS DEFINED HEREIN, HAVE BEEN COLLATERALLY ASSIGNED AND PLEDGED TO SECURE THE BONDHOLDERS (AS DEFINED HEREIN) PURSUANT TO A MASTER BOND RESOLUTION ADOPTED BY THE AUGUSTA-RICHMOND COUNTY COLISEUM AUTHORITY ON JULY 6, 2010, AS RATIFIED, REAFFIRMED, SUPPLEMENTED, AND AMENDED BY A SUPPLEMENTAL RESOLUTION ADOPTED BY THE AUGUSTA-RICHMOND COUNTY COLISEUM AUTHORITY ON ________, 2010. Attachment number 3Page 1 of 46 (i) ATLANTA:5220689.5 AGREEMENT OF SALE TABLE OF CONTENTS (This Table of Contents is not a part of the Agreement of Sale and is only for convenience of reference.) Page PARTIES AND RECITALS .........................................................................................................1 ARTICLE I -- DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ..............................................................................................2 Section 1.01. Definitions.................................................................................................2 Section 1.02. Construction of Certain Terms..................................................................7 Section 1.03. Table of Contents; Titles and Headings ....................................................7 Section 1.04. Contents of Certificates or Opinions.........................................................7 ARTICLE II -- REPRESENTATIONS AND UNDERTAKINGS .......................................9 Section 2.01. Representations by the Authority..............................................................9 Section 2.02. Representations by the Consolidated Government .................................11 Section 2.03. Reliance by Bondholders ........................................................................14 ARTICLE III -- SALE OF THE PROJECT; SECURITY; TITLE ....................................15 Section 3.01. Sale of the TEE Center Project ...............................................................15 Section 3.02. Security for Payments under this Sale Agreement .................................15 Section 3.03. Security for the Bonds ............................................................................17 Section 3.04. Warranty of Title.....................................................................................18 ARTICLE IV -- THE TEE CENTER PROJECT; ISSUANCE OF THE BONDS; PROJECT FUND .........................................................................................19 Section 4.01. Agreement to Acquire, Construct, and Install the TEE Center Project ................................................................................................19 Section 4.02. Agreement to Issue the Series 2010 Bonds; Application of Proceeds .............................................................................................19 Section 4.03. Application of Moneys in the Series 2010 TEE Center Account ...........20 Section 4.04. Disbursements from the Series 2010 TEE Center Account ....................21 Section 4.05. Obligation of the Parties to Cooperate in Furnishing Documents; Reliance of the Project Fund Depository ...........................................22 Section 4.06. Establishment of Completion Date .........................................................22 Section 4.07. Consolidated Government Required to Pay Project Costs to Extent Series 2010 TEE Center Account Insufficient .......................22 Attachment number 3Page 2 of 46 Page (ii) ATLANTA:5220689.5 Section 4.08. Authorized Consolidated Government and Authority Representatives and Successors .........................................................23 Section 4.09. Enforcement of Remedies against Contractors and Subcontractors and their Sureties and Against Manufacturers ..........23 Section 4.10. Investment of Funds and Accounts .........................................................24 Section 4.11. Special Investment Covenants ................................................................24 Section 4.12. Calculation and Payment of Rebate Amount ..........................................24 Section 4.13. IRS Filings ..............................................................................................25 Section 4.14. Additional Bonds. ...................................................................................25 ARTICLE V -- TERM OF AGREEMENT; INSTALLMENT PURCHASE PROVISIONS; NATURE OF OBLIGATIONS .......................................27 Section 5.01. Term of Agreement .................................................................................27 Section 5.02. Delivery and Acceptance of Possession .................................................27 Section 5.03. Purchase Price and Other Amounts Payable ...........................................27 Section 5.04. Place of Purchase Price Payments ..........................................................29 Section 5.05. Nature of Obligations of Consolidated Government Hereunder ............29 ARTICLE VI -- ADDITIONAL COVENANTS ...................................................................31 Section 6.01. No Warranty of Condition or Suitability by the Authority .....................31 Section 6.02. Indemnity ................................................................................................31 Section 6.03. Continuing Disclosure ............................................................................31 Section 6.04. Tax Status of Bonds ................................................................................31 ARTICLE VII -- ASSIGNMENT; PURCHASE PRICE PREPAYMENTS .......................33 Section 7.01. No Assignment by Consolidated Government .......................................33 Section 7.02. Redemption of Bonds .............................................................................33 Section 7.03. Prepayment of Purchase Price ................................................................33 Section 7.04. Option to Prepay the Purchase Price and Redeem the Series 2010 Bonds at Prior Optional Redemption Dates .......................................33 ARTICLE VIII -- EVENTS OF DEFAULT AND REMEDIES .............................................35 Section 8.01. Events of Default Defined ......................................................................35 Section 8.02. Remedies on Default ...............................................................................36 Section 8.03. No Remedy Exclusive .............................................................................36 Section 8.04. Agreement to Pay Fees and Expenses ....................................................36 Section 8.05. Waiver of Events of Default ...................................................................37 ARTICLE IX -- MISCELLANEOUS ....................................................................................38 Section 9.01. Notices ....................................................................................................38 Section 9.02. Construction and Binding Effect ............................................................38 Section 9.03. Severability .............................................................................................38 Section 9.04. Amounts Remaining in Funds ................................................................38 Attachment number 3Page 3 of 46 Page (iii) ATLANTA:5220689.5 Section 9.05. Amendments, Changes, and Modifications ............................................38 Section 9.06. Execution of Counterparts ......................................................................39 Section 9.07. Law Governing Construction of this Sale Agreement ............................39 Section 9.08. Immunity of Officials, Officers, and Employees of Authority and Consolidated Government .................................................................39 SIGNATURES AND SEALS .......................................................................................................... EXHIBIT A - DESCRIPTION OF PREMISES .................................................................... A-1 EXHIBIT B - DESCRIPTION OF EQUIPMENT .................................................................B-1 Attachment number 3Page 4 of 46 ATLANTA:5220689.5 AGREEMENT OF SALE This AGREEMENT OF SALE, dated as of August 1, 2010, by and between the Augusta-Richmond County Coliseum Authority WKH³Authority´DSXEOLFFRUSRUDWLRQFUHDWHG and existing under the laws of the State of Georgia, and Augusta, Georgia WKH³Consolidated Government´ D political subdivision created and existing under the laws of the State of Georgia; W I T N E S S E T H: WHEREAS, the Authority desires to sell the TEE Center Project, as hereinafter defined, to the Consolidated Government, and the Consolidated Government desires to purchase the TEE Center Project from the Authority, subject to the terms and conditions of and for the purposes set forth in this Sale Agreement; and WHEREAS, the Authority and the Consolidated Government are authorized under the Constitution and statutes of the State of Georgia to enter into this Sale Agreement for the purposes set forth herein; NOW, THEREFORE, for and in consideration of the promises and covenants hereinafter contained, the parties hereby agree as follows: Attachment number 3Page 5 of 46 -2- ATLANTA:5220689.5 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Definitions. Certain words and terms used in this Sale Agreement are defined herein. When used herein, such words and terms shall have the meanings given to them by the language employed in this Article I defining such words and terms, unless the context clearly indicates otherwise. In addition to the words and terms defined elsewhere herein, the following words and terms are defined terms under this Sale Agreement: ³$FW´ means an Act of the General Assembly of the State of Georgia entitled the ³$ugusta-5LFKPRQG&RXQW\&ROLVHXP$XWKRULW\$FW´*D/DZVWRinclusive), as amended by Acts of the General Assembly of the State of Georgia (1974 Ga. Laws 3207 to 3211, inclusive, 1975 Ga. Laws 4681 to 4687, inclusive, 1977 Ga. Laws 3300 to 3303, inclusive, 1978 Ga. Laws 4673 to 4675, inclusive, 1993 Ga. Laws 4087 to 4091, inclusive, and 2009 Ga. Laws 3873 to 3877, inclusive). ³$GGLWLRQDO%RQGV´ means the additional parity Bonds authorized to be issued by the Authority pursuant to the terms and conditions of Section 2.9 of the Bond Resolution. ³$GGLWLRQDO&RQWUDFW´ means a contract or supplemental agreement entered into after the date hereof binding the Consolidated Government pursuant to Article IX, Section III, Paragraph I of the Constitution of the State of Georgia of 1983, pursuant to the terms of which a payment obligation is created or expanded from the Consolidated Government to the other party to such contract. ³$GGLWLRQV´or ³$OWHUDWLRQV´ means modifications, repairs, renewals, improvements, replacements, alterations, additions, enlargements, or expansions in, on, or to the TEE Center Project, including any and all machinery, furnishings, and equipment therefor. ³AgreementV´ means, collectively, the Service Agreement and this Sale Agreement. ³$XWKRULW\´means the Augusta-Richmond County Coliseum Authority, a public corporation created and existing under the laws of the State, the party of the first part hereto, and its successors and assigns. ³$XWKRUL]HGAuthority 5HSUHVHQWDWLYH´ means the person at the time designated to act on behalf of the Authority by written certificate furnished to the Consolidated Government and the Project Fund Depository, containing the specimen signature of such person and signed on behalf of the Authority by its Chairperson or Vice Chairperson. Such certificate or any subsequent or supplemental certificate so executed may designate an alternate or alternates. ³$XWKRUL]HGConsolidated Government 5HSUHVHQWDWLYH´ means the person at the time designated to act on behalf of the Consolidated Government by written certificate furnished to the Authority and the Project Fund Depository, containing the specimen signature of such person and signed on behalf of the Consolidated Government by its Mayor or Mayor Pro Tempore. Attachment number 3Page 6 of 46 -3- ATLANTA:5220689.5 Such certificate or any subsequent or supplemental certificate so executed may designate an alternate or alternates. ³%RQG&RXQVHO´means any firm of nationally recognized bond counsel experienced in matters relating to tax-exempt financing, appointed by the Consolidated Government. ³%RQG 5HVROXWLRQ´means the resolution or resolutions adopted by the Authority authorizing the issuance and sale of the Bonds and the security therefor. ³%RQGKROGHUV´ means the Persons in whose names any of the Bonds are registered on the registration books of the Authority. ³%RQGV´ means the Series 2010 Bonds and all series of Additional Bonds from time to time authenticated and delivered under the Bond Resolution. ³%XLOGLQJ´ means those certain buildings, parking facilities, and all other facilities and improvements constituting part of the TEE Center Project and not constituting part of the Equipment, which are or will be located on the Premises. ³&RGH´means the Internal Revenue Code of 1986, as amended. ³&RPSOHWLRQ'DWH´ means the date of completion of the acquisition, construction, and installation of the TEE Center Project, as that date shall be certified as provided in Section 4.06 hereof. ³&RQVROLGDWHG*RYHUQPHQW´means Augusta, Georgia, a political subdivision created and existing under the laws of the State, the party of the second part hereto, and its successors and assigns. ³&RQVWLWXWLRQDO$PHQGPHQW´ means an amendment to Article VII, Section I, Paragraph II of the Constitution of the State of Georgia of 1945 (1980 Ga. Laws 2177 to 2180, inclusive), now specifically continued as a part of the Constitution of the State of Georgia of 1983 pursuant to an Act of the General Assembly of the State of Georgia (1983 Ga. Laws 3870 to 3872, inclusive). ³&RQVWUXFWLRQ &RQWUDFWV´ means the contracts between the Authority or the Consolidated Government, on behalf of the Authority, and the general contractor for the construction of the TEE Center Project and the contracts between the Authority or the Consolidated Government, on behalf of the Authority, and suppliers of materials and Equipment. ³&RQVXOWLQJ$UFKLWHFW´ means the architect or architectural firm at the time employed by the Consolidated Government and designated to act on behalf of the Authority by written certificate furnished to the Project Fund Depository, containing the signature of such person or the signature of a partner or officer of such firm, and signed on behalf of the Consolidated Government by its Mayor or Mayor Pro Tempore and on behalf of the Authority by its Chairperson or Vice Chairperson. The Consulting Architect shall be registered and qualified to practice under the laws of the State and shall not be a full-time employee of the Authority or the Consolidated Government. Attachment number 3Page 7 of 46 -4- ATLANTA:5220689.5 ³&RQWUDFWV´ means the Prior Contracts, the Agreements, and all Additional Contracts. ³&RVWVRIthe TEE Center Project´ means those costs and expenses in connection with the acquisition, construction, and installation of the TEE Center Project permitted by Section 4.03 hereof to be paid or reimbursed from proceeds of the Bonds. ³(TXLSPHQW´ means the equipment, machinery, furnishings, and other property described in Exhibit B attached hereto, which, by this reference thereto, is incorporated herein. ³(YHQWRI'HIDXOW´ means any event specified in Section 8.01 of this Sale Agreement. ³)LVFDO <HDU´means any period of twelve consecutive months adopted by the Consolidated Government as its fiscal year for financial reporting purposes and shall initially mean the period beginning on January 1 of each calendar year and ending on December 31 of the same calendar year. ³*RYHUQLQJ%RG\´ means, in the case of the Authority, its members and, in the case of the Consolidated Government, the Augusta-Richmond County Commission. ³/LHQ´ means any mortgage or pledge of or security interest in or lien, charge, or encumbrance on the TEE Center Project. ³0RRG\¶V´ PHDQV0RRG\¶V,QYHVWRUV6HUYLFH,QFRULIVXFKFRUSRUDWLRQLVGLVVROYHGRU liquidated or otherwise ceases to perform securities rating services, such other nationally recognized securities rating agency as may be designated in writing by the Consolidated *RYHUQPHQW7KHQRWLFHDGGUHVVRI0RRG\¶VVKDOOEH&KXUFK6WUHHW1HZ<RUN1HZ<RUN 10007. ³3HUPLWWHG ,QYHVWPHQWV´means obligations in which the Authority is permitted to invest moneys of the Authority pursuant to applicable law that have (or are collateralized by obligations that have) a Rating by any Rating Agency which is equal to or greater than the third highest long-term Rating of such Rating Agency, or that bears (or are collateralized by obligations that bear) the second highest short-term Rating of such Rating Agency. ³3HUVRQ´means natural persons, firms, joint ventures, associations, limited liability companies, trusts, partnerships, corporations, and public bodies. ³3ODQV DQG 6SHFLILFDWLRQV´means the detailed plans and specifications for the construction of the TEE Center Project prepared by the Consulting Architect or by architects and engineers acceptable to the Consulting Architect, as amended from time to time by the Consolidated Government, a copy of which is or will be on file with the Authority. ³3UHPLVHV´means the real estate described in Exhibit A attached hereto, which, by this reference thereto, is incorporated herein. ³3ULRU &RQWUDFWV´ means, collectively, the Intergovernmental Contract, dated as of September 1, 2004, between the Solid Waste Management Authority of Augusta and the Consolidated Government, and the Intergovernmental Contract, dated as of June 1, 2010, Attachment number 3Page 8 of 46 -5- ATLANTA:5220689.5 between the Urban Redevelopment Agency of Augusta and the Consolidated Government, as the same may be supplemented and amended from time to time in accordance with the provisions thereof. ³3URMHFW)XQG´means the Project Fund created in Section 4.2 of the Bond Resolution and referred to herein. ³3URMHFW)XQG'HSRVLWRU\´ means initially ____________, Augusta, Georgia, and its successors and assigns, or any successor depository for the Project Fund hereafter appointed by the Authority at the direction of the Consolidated Government; provided, however, the Project Fund Depository shall at all times be a commercial bank. ³3XUFKDVH3ULFH´means the purchase price payable by the Consolidated Government to the Authority pursuant to Section 5.03(a) of this Sale Agreement. ³5DWLQJ´ means a rating in one of the categories by a Rating Agency, disregarding pluses, minuses, and numerical gradations. ³5DWLQJ$JHQFLHV´ or ³5DWLQJ$JHQF\´ means 0RRG\¶V DQG6WDQGDUG 3RRU¶VRUDQ\ successors thereto and any other nationally recognized credit rating agency then maintaining a rating on any Bonds at the request of the Consolidated Government. If at any time a particular Rating Agency does not have a rating outstanding with respect to the relevant Bonds, then a reference to Rating Agency or Rating Agencies shall not include such Rating Agency. ³5HEDWH$PRXQW´means the rebatable arbitrage in connection with any Tax-Exempt Bonds that is payable to the United States Treasury pursuant to Section 148(f) of the Code and any Regulations proposed or promulgated in connection therewith. ³5HEDWH&DOFXODWRU´means any recognized bond counsel, recognized firm of certified public accountants, or other firm reasonably acceptable to the Authority, which is expert in making the calculations required by Section 148(f) of the Code, appointed by the Consolidated Government pursuant to Section 4.12 hereof to make the calculations required by Section 148(f) of the Code and any Regulations proposed or promulgated in connection therewith. ³5HJXODWLRQV´means the Treasury Regulations promulgated under and pursuant to the Code. ³5HYHQXH%RQG/DZ´ means Article 3 of Chapter 82 of Title 36 of the Official Code of *HRUJLD$QQRWDWHGHQWLWOHGWKH³5HYHQXH%RQG/DZ´DVDPHQGed. ³6DOH$JUHHPHQW´ means the within Agreement of Sale between the Authority and the Consolidated Government, as the same may be amended from time to time in accordance with the provisions hereof. ³Series 2010 %RQGV´PHDQVWKHUHYHQXHERQGVGHVLJQDWHG³Augusta-Richmond County Coliseum Authority Revenue Bonds (Coliseum and TEE Center Project), Series 2010´GDWHGWKH date hereof, in the aggregate principal amount of $___________, to be issued pursuant to the Bond Resolution. Attachment number 3Page 9 of 46 -6- ATLANTA:5220689.5 ³Series 2010 'LVFORVXUH&HUWLILFDWH´means the Continuing Disclosure Certificate, dated the date of issuance of the Series 2010 Bonds, of the Consolidated Government, as originally executed and as it may be amended from time to time in accordance with the terms thereof. ³6HULHV7((&HQWHU$FFRXQW´ means the Augusta-Richmond County Coliseum Authority Project Fund - Series 2010 Tee Center Account established within the Project Fund. ³6HUYLFH $JUHHPHQW´ means the Intergovernmental Service Agreement, dated as of August 1, 2010, by and between the Consolidated Government and the Authority, as the same may be supplemented and amended from time to time in accordance with the provisions thereof. ³6LQNLQJ)XQG´ means the Sinking Fund created in Section 4.2 of the Bond Resolution and referred to herein. ³6LQNLQJ )XQG &XVWRGLDQ´ means initially The Bank of New York Mellon Trust Company, N.A., Atlanta, Georgia, and its successors and assigns, or any successor custodian for the Sinking Fund hereafter appointed by the Authority at the direction of the Consolidated Government; provided, however, the Sinking Fund Custodian shall at all times be a commercial bank. ³6WDQGDUG DQG 3RRU¶V´ or ³6 3´ PHDQV 6WDQGDUG 3RRU¶V 5DWLQJV 6HUYLFHV D division of The McGraw-Hill Companies, Inc., or, if such corporation is dissolved or liquidated or otherwise ceases to perform securities rating services, such other nationally recognized securities rating agency as may be designated in writing by the Consolidated Government. The QRWLFHDGGUHVVRI6WDQGDUG 3RRU¶VVKDOOEH:DWHU6WUHHW1HZ<RUN1HZYork 10041. ³6WDWH´means the State of Georgia. ³7D[&UHGLW%RQGV´means any Bonds with respect to which, in the unqualified opinion of Bond Counsel, there is allowed, on one or more interest payment dates therefor, a credit against tax imposed by Chapter 1 of Subtitle A of the Code. ³7D[&UHGLW%RQGV'LUHFW3D\´ means any Tax Credit Bonds with respect to which the credit allowable is payable to the Authority as the issuer of such Tax Credit Bonds (or to any person who makes payments of interest on behalf of the Authority with respect to such Tax Credit Bonds) pursuant to Section 6431 of the Code (or any successor provision). ³7D[&UHGLW%RQGV1RQ-GLUHFW3D\´ means any Tax Credit Bonds that are not Tax Credit Bonds (Direct Pay). ³7D[-([HPSW%RQGV´ means any Bonds the interest on which has been determined, in an unqualified opinion of Bond Counsel, to be excludable from the gross income of the owners thereof for federal income tax purposes. ³7((&HQWHU3URMHFW´means the new multi-use coliseum and civic center type facility, WREHNQRZQDVWKH³$XJXVWD7UDGH([KLELWLRQDQG(YHQW&HQWHU´and all related property both real and personal, consisting of the Premises, the Building, and the Equipment. Attachment number 3Page 10 of 46 -7- ATLANTA:5220689.5 ³8QDVVLJQHG5LJKWV´means all of the rights of the Authority to receive reimbursements and payments pursuant to Sections 5.03(b), 6.02, and 8.04 hereof, to give consents and approvals pursuant to Section 4.01 hereof, and to be held harmless and indemnified pursuant to Section 6.02 hereof. ³8QGHUZULWHU´ means, for purposes of the Series 2010 Bonds, Robert W. Baird & Co., Inc. Section 1.02. Construction of Certain Terms. For all purposes of this Sale Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following rules of construction shall apply: (1) The use of the masculine, feminine, or neuter gender is for convenience only and shall be deemed and construed to include correlative words of the masculine, feminine, or neuter gender, as appropriate. (2) ³7KLV$JUHHPHQW´PHDQVWKLVLQVWUXPHQWDVoriginally executed or as it may from time to time be supplemented or amended by one or more agreements of sale supplemental hereto entered into pursuant to the applicable provisions hereof. (3) $OOUHIHUHQFHVLQWKLVLQVWUXPHQWWRGHVLJQDWHG³$UWLFOHV´³6HFWLRQV´DQGRWKHU subdivisions are to the designated Articles, Sections, and other subdivisions of this LQVWUXPHQW7KHZRUGV³KHUHLQ´³KHUHRI´DQG³KHUHXQGHU´DQGRWKHUZRUGVRIVLPLODU import refer to this Sale Agreement as a whole and not to any particular Article, Section, or other subdivision. (4) The terms defined in this Article shall have the meaning assigned to them in this Article and include the plural as well as the singular. (5) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as promulgated by the American Institute of Certified Public Accountants, on and as of the date of this instrument. Section 1.03. Table of Contents; Titles and Headings. The table of contents, the titles of the articles, and the headings of the sections of this Sale Agreement are solely for convenience of reference, are not a part of this Sale Agreement, and shall not be deemed to affect the meaning, construction, or effect of any of its provisions. Section 1.04. Contents of Certificates or Opinions. Every certificate or opinion with respect to the compliance with a condition or covenant provided for in this Sale Agreement shall include: (i) a statement that the person or persons making or giving such certificate or opinion have read such covenant or condition and the definitions herein relating thereto, (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (iii) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not Attachment number 3Page 11 of 46 -8- ATLANTA:5220689.5 such covenant or condition has been complied with, and (iv) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion made or given by an official of the Authority or the Consolidated Government may be based, insofar as it relates to legal or accounting matters, upon a certificate or an opinion of counsel or an accountant, which certificate or opinion has been given only after due inquiry of the relevant facts and circumstances, unless such official knows that the certificate or opinion with respect to the matters upon which his certificate or opinion may be based as aforesaid is erroneous or in the exercise of reasonable care should have known that the same was erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based (insofar as it relates to factual matters with respect to information that is in the possession of an official of the Authority or the Consolidated Government or any third party) upon the certificate or opinion of or representations by an official of the Authority or the Consolidated Government or any third party on whom counsel or an accountant could reasonably rely unless such counsel or such accountant knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneous or in the exercise of reasonable care should have known that the same were erroneous. The same official of the Authority or the Consolidated Government, or the same counsel or accountant, as the case may be, need not certify or opine to all of the matters required to be certified or opined under any provision of this Sale Agreement, but different officials, counsel, or accountants may certify or opine to different matters, respectively. [End of Article I] Attachment number 3Page 12 of 46 -9- ATLANTA:5220689.5 ARTICLE II REPRESENTATIONS AND UNDERTAKINGS Section 2.01. Representations by the Authority. The Authority makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) Creation and Authority. The Authority is a public corporation duly created and validly existing under the laws of the State, including the provisions of the Act. The Authority has all requisite power and authority under the Act and the laws of the State (1) to issue the Series 2010 Bonds to finance the costs of acquiring, constructing, and installing the TEE Center Project, (2) to acquire, construct, and install the TEE Center Project and to sell the same to the Consolidated Government, and (3) to enter into, perform its obligations under, and exercise its rights under this Sale Agreement and the Bond Resolution. The Act authorizes the Authority to issue negotiable revenue bonds of the Authority for the purpose of paying all or any part of the FRVW RIDQ\RQHRUPRUH³SURMHFWV´ZKLFKLQFOXGHVWKHacquisition, construction, equipping, maintenance, and operation of multi-use coliseum and civic center type facilities to be used for athletic contests, games, meetings, trade fairs, expositions, political conventions, agricultural events, theatrical and musical performances, conventions, and other public entertainments, and the usual facilities related thereto, including, without limitation, refreshment stands and restaurants, and facilities for the purveying of foods, beverages, publications, souvenirs, novelties, and goods of all kinds, whether operated or purveyed directly, or indirectly through concessions, licenses, leases, or otherwise, parking facilities or parking areas in connection therewith, recreational centers and areas including, but not limited to, gymnasium and athletic facilities and related buildings, and the usual and convenient facilities appertaining to such undertakings and the extension and improvements of such facilities, acquiring the necessary property therefor, both real and personal, and the lease, sale, and licensing of any part or all of such facilities, including real and personal property, to any persons, firms or corporations whether public or private so as to assure the efficient and proper development, maintenance, and operation of such facilities and areas, deemed by the Authority to be necessary, convenient or desirable. The Act also authorizes the Authority to do all things which municipalities are empowered to do under the provisions of the Revenue Bond Law. The Authority is authorized and empowered under and pursuant to the provisions of the Revenue Bond Law to issue revenue bonds to finance, in whole or in part, the cost of the acquisition, construction, reconstruction, LPSURYHPHQWEHWWHUPHQWRUH[WHQVLRQRIDQ\³XQGHUWDNLQJ´ZKLFKLQFOXGHVbuildings to be constructed and used for the housing of exhibits for fairs and educational purposes, the erection and construction of buildings to be used for amusement purposes or educational purposes or a combination of the two, and such buildings to be used for fairs, expositions, or exhibitions in connection therewith. The Act also authorizes the Authority (1) to acquire by purchase, lease, or otherwise, and to hold and dispose of real and personal property of every kind and character for its corporate purposes, (2) to make contracts, and to execute all instruments necessary or convenient, with any city, town, municipality, consolidated government, county, or other political subdivision of the State of Georgia, including contracts for construction of any project and contracts with respect to the use and management of any project, and (3) to pledge and allocate the revenues, fees, tolls, and earnings derived from any project as security for repayment of its revenue bonds. The Authority has found that the TEE Center Project constitutes a Attachment number 3Page 13 of 46 -10- ATLANTA:5220689.5 ³SURMHFW´ZLWKLQWKHPHDQLQJRIWKDW term as defined in the Act, has found that the TEE Center 3URMHFWFRQVWLWXWHVDQ³XQGHUWDNLQJ´ZLWKLQWKHPHDQLQJRIWKDWWHUPDVGHILQHGLQWKH5HYHQXH Bond Law, and has found that the TEE Center Project is for the lawful and valid public purposes set forth in the Act. (b) Pending Litigation. There are no actions, suits, proceedings, inquiries, or investigations pending or, to the knowledge of the Authority, after making due inquiry with respect thereto, threatened against or affecting the Authority in any court or by or before any governmental authority or arbitration board or tribunal, which involve the possibility of materially and adversely affecting the transactions contemplated by this Sale Agreement or which, in any way, would adversely affect the validity or enforceability of the Series 2010 Bonds, the Bond Resolution, the Agreements, or any agreement or instrument to which the Authority is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby, nor is the Authority aware of any facts or circumstances presently existing that would form the basis for any such actions, suits, or proceedings. (c) Agreements Are Legal and Authorized. The execution and delivery by the Authority of the Agreements, the Series 2010 Bonds, and the Bond Resolution and the compliance by the Authority with all of the provisions of each thereof (i) are within the purposes, powers, and authority of the Authority, (ii) have been done in full compliance with the provisions of the Act and have been approved by the Authority and are legal and will not conflict with or constitute on the part of the Authority a violation of or a breach of or a default under any organic document, indenture, mortgage, security deed, pledge, note, lease, loan, or installment sale agreement, contract, or other agreement or instrument to which the Authority is a party or by which the Authority or its properties are otherwise subject or bound, or any license, judgment, decree, law, statute, order, writ, injunction, demand, rule, or regulation of any court or governmental agency or body having jurisdiction over the Authority or any of its activities or properties, and (iii) have been duly authorized by all necessary action on the part of the Authority. (d) Governmental Consents. Neither the nature of the Authority nor any of its activities or properties, nor any relationship between the Authority and any other Person, nor any circumstance in connection with the offer, issue, sale, or delivery of the Series 2010 Bonds is such as to require the consent, approval, permission, order, license, or authorization of, or the filing, registration, or qualification with, any governmental authority on the part of the Authority in connection with the execution, delivery, and performance of the Agreements and the Bond Resolution or the consummation of any transaction therein contemplated, or the offer, issue, sale, or delivery of the Series 2010 Bonds, except as shall have been obtained or made and as are in full force and effect. (e) No Defaults. To the knowledge of the Authority, after making due inquiry with respect thereto, no event has occurred and no condition exists that would constitute an event of default under the Bond Resolution or that, with the lapse of time or with the giving of notice or both, would become such an event of default. To the knowledge of the Authority, after making due inquiry with respect thereto, the Authority is not in default or violation in any material Attachment number 3Page 14 of 46 -11- ATLANTA:5220689.5 respect under the Act or under any organic document or other agreement or instrument to which it is a party or by which it may be bound. (f) No Prior Pledge. Neither this Sale Agreement nor any of the payments or amounts to be received by the Authority hereunder have been or will be assigned, pledged, or hypothecated in any manner or for any purpose or have been or will be the subject of a grant of a security interest by the Authority other than as provided in the Bond Resolution. (g) Disclosure. The representations of the Authority contained in this Sale Agreement and any certificate, document, written statement, or other instrument furnished to the Underwriter by or on behalf of the Authority in connection with the transactions contemplated hereby do not contain any untrue statement of a material fact relating to the Authority and do not omit to state a material fact relating to the Authority necessary in order to make the statements contained herein and therein relating to the Authority not misleading. Nothing has come to the attention of the Authority that would materially and adversely affect or in the future may (so far as the Authority can now reasonably foresee) materially and adversely affect the acquisition, construction, and installation of the TEE Center Project by the Authority or any other transactions contemplated by the Agreements and the Bond Resolution that has not been set forth in the Official Statement relating to the Series 2010 Bonds or in the certificates, documents, and instruments furnished to the Underwriter by or on behalf of the Authority prior to the date of execution of this Sale Agreement in connection with the transactions contemplated hereby. (h) Compliance with Conditions Precedent to the Issuance of the Series 2010 Bonds. All acts, conditions, and things required to exist, happen, and be performed precedent to and in the execution and delivery by the Authority of the Series 2010 Bonds do exist, have happened, and have been performed in due time, form, and manner as required by law; the issuance of the Series 2010 Bonds, together with all other obligations of the Authority, do not exceed or violate any constitutional or statutory limitation, and the revenues, funds, property, and amounts pledged to the payment of the principal of, premium, if any, and interest on the Series 2010 Bonds, as the same become due, have been calculated to be sufficient in amount for that purpose. (i) Authority¶V7D[&HUWLILFDWH. The representations and warranties of the Authority set IRUWKLQWKH$XWKRULW\¶V7D[&HUWLILFDWHGDWHGWKHGDWHRILVVXDQFHDQGGHOLYHU\RIWKH6HULHV 2010 Bonds, are hereby incorporated herein and made a part hereof by this reference thereto, as if fully set forth herein, and are true and correct as of the date hereof. Section 2.02. Representations by the Consolidated Government. The Consolidated Government makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) Creation and Authority. The Consolidated Government is a political subdivision duly created and validly existing under the laws of the State. The Consolidated Government has all requisite power and authority under the laws of the State to purchase the TEE Center Project from the Authority and to enter into, perform its obligations under, and exercise its rights under this Sale Agreement. Article IX, Section III, Paragraph I of the Constitution of the State of Georgia of 1983 authorizes the Consolidated Government (1) to contract for any period not exceeding fifty years with any public corporation or public authority for joint services, for the Attachment number 3Page 15 of 46 -12- ATLANTA:5220689.5 provision of services, or for the joint or separate use of facilities or equipment, if such contract deals with activities, services, or facilities that the contracting parties are authorized by law to undertake or provide, and (2) in connection with any such contract to convey any existing facilities or equipment to any public corporation or public authority. Section 36-34-3 of the Official Code of Georgia Annotated authorizes the Consolidated Government to acquire, own, and operate buildings used or useful for housing fairs and exhibits, buildings for educational purposes, and buildings used or useful for public amusement purposes, together with facilities or buildings used for any combination of the above. (b) Pending Litigation. There are no actions, suits, proceedings, inquiries, or investigations pending or, to the knowledge of the Consolidated Government, after making due inquiry with respect thereto, threatened against or affecting the Consolidated Government in any court or by or before any governmental authority or arbitration board or tribunal, which involve the possibility of materially and adversely affecting the properties, activities, prospects, profits, operations, or condition (financial or otherwise) of the Consolidated Government, or the ability of the Consolidated Government to perform its obligations under this Sale Agreement, or the transactions contemplated by this Sale Agreement or which, in any way, would adversely affect the validity or enforceability of this Sale Agreement or any agreement or instrument to which the Consolidated Government is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby, nor is the Consolidated Government aware of any facts or circumstances presently existing that would form the basis for any such actions, suits, or proceedings. The Consolidated Government is not in default with respect to any judgment, order, writ, injunction, decree, demand, rule, or regulation of any court, governmental authority, or arbitration board or tribunal. (c) Agreement Is Legal and Authorized. The execution and delivery by the Consolidated Government of this Sale Agreement, the consummation of the transactions herein contemplated, and the fulfillment of or the compliance with all of the provisions hereof (i) are within the power, legal right, and authority of the Consolidated Government, (ii) are legal and will not conflict with or constitute on the part of the Consolidated Government a violation of or a breach of or a default under, any organic document, indenture, mortgage, security deed, pledge, note, lease, loan, or installment sale agreement, contract, or other agreement or instrument to which the Consolidated Government is a party or by which the Consolidated Government or its properties are otherwise subject or bound, or any license, law, statute, rule, regulation, judgment, order, writ, injunction, decree, or demand of any court or governmental agency or body having jurisdiction over the Consolidated Government or any of its activities or properties, and (iii) have been duly authorized by all necessary and appropriate official action on the part of the Governing Body of the Consolidated Government. This Agreement is the valid, legal, binding, and enforceable obligation of the Consolidated Government. The officials of the Consolidated Government executing this Sale Agreement are duly and properly in office and are fully authorized and empowered to execute the same for and on behalf of the Consolidated Government. (d) Governmental Consents. Neither the Consolidated Government nor any of its activities or properties, nor any relationship between the Consolidated Government and any other Person, nor any circumstances in connection with the execution, delivery, and performance by the Consolidated Government of its obligations under this Sale Agreement or the offer, issue, Attachment number 3Page 16 of 46 -13- ATLANTA:5220689.5 sale, or delivery by the Authority of the Series 2010 Bonds, is such as to require the consent, approval, permission, order, license, or authorization of, or the filing, registration, or qualification with, any governmental authority on the part of the Consolidated Government in connection with the execution, delivery, and performance of this Sale Agreement or the consummation of any transaction herein contemplated, or the offer, issue, sale, or delivery of the Series 2010 Bonds, except as shall have been obtained or made and as are in full force and effect and except as are not presently obtainable. To the knowledge of the Consolidated Government, after making due inquiry with respect thereto, the Consolidated Government will be able to obtain all such additional consents, approvals, permissions, orders, licenses, or authorizations of governmental authorities as may be required on or prior to the date the Consolidated Government is legally required to obtain the same. (e) No Defaults. No event has occurred and no condition exists that would constitute an Event of Default or that, with the lapse of time or with the giving of notice or both, would become an Event of Default. To the knowledge of the Consolidated Government, after making due inquiry with respect thereto, the Consolidated Government is not in default or violation in any material respect under any organic document or other agreement or instrument to which it is a party or by which it may be bound. (f) Compliance with Law. To the knowledge of the Consolidated Government, after making due inquiry with respect thereto, the Consolidated Government is not in violation of any laws, ordinances, or governmental rules or regulations to which it or its properties are subject and has not failed to obtain any licenses, permits, franchises, or other governmental authorizations (which are presently obtainable) necessary to the ownership of its properties or to the conduct of its affairs, which violation or failure to obtain might materially and adversely affect the properties, activities, prospects, profits, and condition (financial or otherwise) of the Consolidated Government, and there have been no citations, notices, or orders of noncompliance issued to the Consolidated Government under any such law, ordinance, rule, or regulation. (g) Restrictions on the Consolidated Government. The Consolidated Government is not a party to or bound by any contract, instrument, or agreement, or subject to any other restriction, that materially and adversely affects its activities, properties, assets, operations, or condition (financial or otherwise). The Consolidated Government is not a party to any contract or agreement that restricts the right or ability of the Consolidated Government from entering into this Sale Agreement and performing its obligations hereunder. (h) Disclosure. The representations of the Consolidated Government contained in this Sale Agreement and any certificate, document, written statement, or other instrument furnished by or on behalf of the Consolidated Government to the Authority or the Underwriter in connection with the transactions contemplated hereby, do not contain any untrue statement of a material fact and do not omit to state a material fact necessary to make the statements contained herein or therein not misleading. There is no fact that the Consolidated Government has not disclosed to the Authority or the Underwriter in writing that materially and adversely affects or in the future may (so far as the Consolidated Government can now reasonably foresee) materially and adversely affect the purchase of the TEE Center Project or the properties, activities, prospects, operations, profits, or condition (financial or otherwise) of the Consolidated Government, or the ability of the Consolidated Government to perform its obligations under this Attachment number 3Page 17 of 46 -14- ATLANTA:5220689.5 Sale Agreement or any of the documents or transactions contemplated hereby or thereby or any other transactions contemplated by this Sale Agreement, which has not been set forth in the Official Statement relating to the Series 2010 Bonds or in the certificates, documents, and instruments furnished to the Underwriter by or on behalf of the Consolidated Government prior to the date of execution of this Sale Agreement in connection with the transactions contemplated hereby. (i) Project Compliance. The TEE Center Project complies or will comply with all presently applicable building and zoning, health, environmental, and safety ordinances and laws and all other applicable laws, rules, and regulations of any and all governmental and quasi-governmental authorities having jurisdiction over any portion of the TEE Center Project. (j) Consolidated Government¶V7D[&HUWLILFDWH. The representations and warranties of the Consolidated Government set forth in the Consolidated Government¶V7D[&HUWLILFDWHGDWHG the date of issuance and delivery of the Series 2010 Bonds, are hereby incorporated herein and made a part hereof by this reference thereto, as if fully set forth herein, and are true and correct as of the date hereof. (k) Financial Statements. The balance sheet of the Consolidated Government as of December 31, 2009, and the statement of revenues, expenditures, and changes in fund balance and the statement of cash flow for the year ended December 31, 2009 (copies of which, audited by Cherry, Bekaert & Holland, L.L.P., independent certified public accountants, are included in the Official Statement relating to the Series 2010 Bonds) present fairly the financial position of the Consolidated Government as of December 31, 2009, and the results of its operations and its cash flows for the year ended December 31, 2009, with such exceptions as may be disclosed in the audit report. Since December 31, 2009, there has been no material adverse change in the financial position or results of operations or cash flows of the Consolidated Government. (l) Other Contracts. The Consolidated Government represents that there is not presently in force and effect any other contract or agreement which obligates the Consolidated Government to levy an annual ad valorem tax on all taxable property located within the territorial limits of the Consolidated Government, as now existent and as the same may hereafter be extended, at such rate or rates, within the mill limit prescribed by the Constitutional $PHQGPHQWWRSURYLGHUHYHQXHVWRIXOILOOWKH&RQVROLGDWHG*RYHUQPHQW¶VREOLJDWLRQVXQGHU such contract or agreement, except for the Prior Contracts and the Service Agreement. Section 2.03. Reliance by Bondholders. The Authority and the Consolidated Government acknowledge and agree that these representations and warranties are made to induce the Underwriter to purchase the Bonds, and that such representations and warranties and any other representations and warranties made by the Authority and the Consolidated Government in this Sale Agreement are made for the benefit of the Bondholders and may be relied upon by the Bondholders. [End of Article II] Attachment number 3Page 18 of 46 -15- ATLANTA:5220689.5 ARTICLE III SALE OF THE PROJECT; SECURITY; TITLE Section 3.01. Sale of the TEE Center Project. The Authority hereby sells to the Consolidated Government, and the Consolidated Government hereby purchases from the Authority, the TEE Center Project at the purchase price set forth in Section 5.03 hereof and in accordance with the provisions of this Sale Agreement. Promptly after the earlier of (i) the exhaustion of the moneys in the Series 2010 TEE Center Account (even if acquisition, construction, and installation of the TEE Center Project is not yet complete) or (ii) the Completion Date, the Authority shall deliver to the Consolidated Government documents conveying to the Consolidated Government good and marketable title (of the same quality as received by the Authority) to the TEE Center Project. Section 3.02. Security for Payments under this Sale Agreement. (a) As security for the payments required to be made and the obligations required to be performed by the Consolidated Government under this Sale Agreement, the Consolidated Government hereby pledges to the Authority its full faith and credit and taxing power for such payment and performance. The Consolidated Government covenants that, in order to make any payments of Purchase Price when due from its general funds to the extent required hereunder, it will exercise its power of taxation to the extent necessary to pay the amounts required to be paid hereunder and will make available and use for such payments all taxes levied and collected for that purpose together with funds received from any other sources. The Consolidated Government further covenants and agrees that in order to make funds available for such purpose in each Fiscal Year, it will, in its general revenue, appropriation, and budgetary measures through which its tax funds or revenues and the allocation thereof are controlled or provided for, include sums sufficient to satisfy any such payments of Purchase Price that may be required to be made hereunder, whether or not any other sums are included in such measure, until all payments so required to be made hereunder shall have been made in full. The obligation of the Consolidated Government to make any payments that may be required to be made from its general funds shall constitute a general obligation of the Consolidated Government and a pledge of the full faith and credit of the Consolidated Government to provide the funds required to fulfill any such obligation. In the event for any reason any such provision or appropriation is not made as provided in this Section 3.02, then the fiscal officers of the Consolidated Government are hereby authorized and directed to set up as an appropriation on their accounts in the appropriate Fiscal Year the amounts required to pay the obligations that may be due from the general funds of the Consolidated Government. The amount of such appropriation shall be due and payable and shall be expended for the purpose of paying any such obligations, and such appropriation shall have the same legal status as if the Consolidated Government had included the amount of the appropriation in its general revenue, appropriation, and budgetary measures, and the fiscal officers of the Consolidated Government shall make such payments of Purchase Price to the Authority if for any reason the payment of such obligations shall not otherwise have been made. (b) The Consolidated Government covenants and agrees that it shall, to the extent necessary, levy an annual ad valorem tax on all taxable property located within the territorial limits of the Consolidated Government, as now existent and as the same may hereafter be Attachment number 3Page 19 of 46 -16- ATLANTA:5220689.5 extended, at such rate or rates, within the mill limit prescribed by the Constitutional Amendment or within such greater millage as may hereafter be prescribed by applicable law, as may be necessary to produce in each year revenues that will be sufficient to fulfill the Consolidated *RYHUQPHQW¶VREOLJDWLRQVXQGHUWKLVSale Agreement, from which revenues the Consolidated Government agrees to appropriate sums sufficient to pay in full when due all of the Consolidated *RYHUQPHQW¶VREOLJDWLRQVXQGHUWKLVSale Agreement. The Consolidated Government hereby creates and grants a lien in favor of the Authority on any and all revenues realized by the Consolidated Government from such tax, to make the payments that are required under this Sale Agreement, which lien (i) shall rank on a parity with the lien created and granted in favor of the Authority on such revenues pursuant to the Service Agreement and (ii) is superior to any that can hereafter be created, except that this lien may be extended to cover any Additional Contracts, as permitted by Section 3.02(e) hereof. Nothing herein contained, however, shall be construed as limiting the right of the Consolidated Government to make the payments called for by this Sale Agreement out of any funds lawfully available to it for such purpose, from whatever source derived (including general funds). (c) 7KH&RQVROLGDWHG*RYHUQPHQW¶VREOLJDWLRQWROHY\DQDQQXDODGYDORUHPWD[ZLWKLQ the mill limit prescribed by the Constitutional Amendment, or such greater millage hereafter authoUL]HGE\ODZIRUWKHSXUSRVHRISURYLGLQJIXQGVWRPHHWWKH&RQVROLGDWHG*RYHUQPHQW¶V payment obligations under this Sale Agreement shall not be junior and subordinate, but shall be VXSHULRURUHTXDOWRWKH&RQVROLGDWHG*RYHUQPHQW¶VREOLJDWLRQWROHY\DQannual ad valorem tax at such rate or rates within such mill limit or such greater millage as hereinafter prescribed by law pursuant to the provisions of the Prior Contract, the Service Agreement, and any Additional Contract. It is expressly provided, however, that the Consolidated Government shall not be required to levy a tax in any year at a rate or rates exceeding in the aggregate the maximum millage prescribed by the Constitutional Amendment for such year, or any greater millage hereafter prescribed by law, in order to meet its obligations under the Contracts. (d) So long as the Bonds are unpaid, the Consolidated Government shall not: (1) enter into an Additional Contract that creates a lien on the revenues to be derived from the tax to be levied hereunder by the Consolidated Government to fulfill its obligations hereunder, which is superior to the lien created hereunder, (2) enter into any other contract or agreement creating a lien on such tax revenues for any purpose other than debt service payments (including creation and maintenance of reasonable reserves therefor) superior to or on a parity with the lien created thereon to fulfill the obligations of the Consolidated Government hereunder, and (3) enter into any Additional Contract that provides for payment to be made by the Consolidated Government from moneys derived from the levy of a tax within the maximum millage now or hereafter authorized by law if each annual payment of all amounts payable with respect to debt service or which are otherwise fixed in amount or currently budgeted in amount under all Contracts then in existence, together with each annual payment to be made under the proposed Additional Contract, in each future Fiscal Year, would exceed the amount then capable of being produced by a levy of a tax within the maximum millage now or hereafter authorized by law on the taxable value of Attachment number 3Page 20 of 46 -17- ATLANTA:5220689.5 property located within the territorial limits of the Consolidated Government subject to taxation for such purposes, as shown by the latest tax digest available immediately preceding the execution of any such Additional Contract. (e) It is further expressly provided that so long as the Bonds are unpaid, the Consolidated Government shall not hereafter enter into any Additional Contract for the purpose of debt service payments (including creation and maintenance of reserves therefor), unless the amount then capable of being produced by the levy of an ad valorem tax within the maximum millage then prescribed by the Constitutional Amendment or any successor provision on all taxable property within the territorial limits of the Consolidated Government, as shown by the latest tax digest available immediately preceding the execution of such Additional Contract, is equal to at least the maximum combined amount payable in any future Fiscal Year with respect to debt service under all existing Contracts and any such Additional Contract. Debt service for purposes of this paragraph (e) shall mean required payments of principal, including principal to be paid through mandatory redemption, interest, and amounts required to be paid for creation and maintenance of reasonable debt service reserves and to establish and maintain mandatory investment programs, less principal and interest received or to be received from investment of any of the foregoing amounts (except funds on hand or to be on hand in any debt service reserve) required to be applied to debt service in each Fiscal Year. The Consolidated Government shall furnish the Authority, not less than five (5) nor more than sixty (60) days prior to the date of execution and delivery of any such Additional Contract, a report of an independent certified public accountant to the effect that, based upon an affidavit of the Tax Commissioner of Richmond County as to the taxable value of property located within the territorial limits of the Consolidated Government, the requirements of this paragraph (e) have been met. Section 3.03. Security for the Bonds. As security for the payment of the Bonds, the Authority has adopted the Bond Resolution. The Consolidated Government hereby assents to the assignment and pledge made in the Bond Resolution and hereby agrees that its obligations to make all payments under this Sale Agreement shall be absolute and shall not be subject to any defense, except payment, or to any right of setoff, counterclaim, or recoupment arising out of any breach by the Authority of any obligation to the Consolidated Government, whether hereunder or otherwise, or arising out of any indebtedness or liability at any time owing to the Consolidated Government by the Authority. The Consolidated Government further agrees that all payments required to be made under this Sale Agreement, except for those arising out of Unassigned Rights, shall be paid directly to the Sinking Fund Custodian for the account of the Authority for deposit in the Sinking Fund. The Bondholders shall have all rights and remedies herein accorded to the Authority (except for Unassigned Rights), and any reference herein to the Authority shall be deemed, with the necessary changes in detail, to include the Bondholders, and the Bondholders are deemed to be and are third party beneficiaries of the representations, covenants, and agreements of the Consolidated Government herein contained. Attachment number 3Page 21 of 46 -18- ATLANTA:5220689.5 Section 3.04. Warranty of Title. The Authority warrants that (a) the Consolidated Government will acquire good and marketable fee simple title to the Premises, (b) the Consolidated Government will be the legal and equitable owner of all Equipment and the Building and will have good and merchantable title to the Equipment, and (c) the TEE Center Project is and will be free from all Liens, adverse claims, security interests, and encumbrances, other than liens and encumbrances as the Consolidated Government may approve in writing from time to time. [End of Article III] Attachment number 3Page 22 of 46 -19- ATLANTA:5220689.5 ARTICLE IV THE TEE CENTER PROJECT; ISSUANCE OF THE BONDS; PROJECT FUND Section 4.01. Agreement to Acquire, Construct, and Install the TEE Center Project. Promptly following the issuance and sale of the Series 2010 Bonds, the Authority will acquire the Premises from the Consolidated Government in consideration of its agreement to acquire, construct, and install the Building thereon and the Equipment therein. Promptly following the acquisition of the Premises, the Authority will acquire and construct the Building thereon and acquire and install therein the Equipment and will convey the same to the Consolidated Government as required by Section 3.01 hereof. The Authority hereby authorizes the Consolidated Government to, on its behalf, acquire, construct, and install the TEE Center Project. The Consolidated Government agrees (i) that it will exercise the foregoing authorizations given to it by the Authority, (ii) that it will cause the Equipment to be acquired in the name of the Authority, and (iii) that the TEE Center Project has been and will be acquired and constructed without material deviation from the Plans and Specifications. The Authority will enter into, or accept the assignment of, such contracts as the Consolidated Government may request in order to effectuate the purposes of this Section 4.01, but it will not execute any other contract or give any order for such construction or such purchase of material, supplies, furnishings, or equipment unless and until the Consolidated Government shall have approved the same in writing. The Consolidated Government covenants to cause the TEE Center Project to be constructed without material deviation from the Plans and Specifications and the Construction Contracts and warrants that the construction of the Building without material deviation from the Plans and Specifications will, when supplemented by the Equipment, result in facilities suitable for use by the Consolidated Government and that all real and personal property provided for therein is necessary or appropriate in connection with the TEE Center Project. The Consolidated Government may make changes in or additions to the Plans and Specifications; provided, however, changes in or additions to the Plans and Specifications that are material shall be subject to the prior written approval of the Consulting Architect and the Authorized Authority Representative. The Consolidated Government agrees, on behalf of the Authority, to complete the acquisition, construction, and installation of the TEE Center Project as promptly as practicable and with all reasonable dispatch after the date of issuance and sale of the Series 2010 Bonds. Section 4.02. Agreement to Issue the Series 2010 Bonds; Application of Proceeds. In order to provide funds for payment of the Costs of the TEE Center Project and for the other purposes specified in the Bond Resolution, the Authority agrees that it will sell and cause to be delivered to the Underwriter the Series 2010 Bonds in the aggregate principal amount of $_________ and will thereupon deposit the proceeds derived from the sale of the Series 2010 Bonds as provided in Section 12.2 of the Bond Resolution and will use the moneys deposited in the Series 2010 TEE Center Account to pay the costs of acquiring, constructing, and installing the TEE Center Project. Attachment number 3Page 23 of 46 -20- ATLANTA:5220689.5 Section 4.03. Application of Moneys in the Series 2010 TEE Center Account. The Authority shall in the Bond Resolution authorize and direct the Project Fund Depository to use the moneys in the Series 2010 TEE Center Account for the following purposes (but for no other purposes): (a) payment of (i) the cost of the preparation of Plans and Specifications (including any preliminary study or planning of the TEE Center Project or any aspect thereof), (ii) the cost of acquisition and construction of the TEE Center Project and all construction, acquisition, and installation expenses required to provide utility services or other facilities and all real or personal properties deemed necessary in connection with the TEE Center Project (including development, architectural, engineering, and supervisory services with respect to any of the foregoing), and (iii) any other costs and expenses relating to the TEE Center Project; (b) payment of the purchase price of the Premises, the Building, and the Equipment, including all costs incident thereto, payment for labor, services, materials, and supplies used or furnished in site improvement and in the construction of the TEE Center Project, including all costs incident thereto, payment for the cost of the construction, acquisition, and installation of utility services or other facilities, payment for all real and personal property deemed necessary in connection with the TEE Center Project, payment of consulting and development fees payable to the Authority, the Consolidated Government, or others, and payment for the miscellaneous expenses incidental to any of the foregoing items including the premium on any surety bond; (c) payment of the costs of issuing the Series 2010 Bonds; (d) payment of expenses incurred in seeking to enforce any remedy against any contractor or subcontractor or their surety in respect of any default under a contract relating to the TEE Center Project; (e) payment of the fees or out-of-pocket expenses of the Authority or the Consolidated Government, if any, relating to the TEE Center Project, including, but not limited to, architectural, engineering, and supervisory services with respect to the TEE Center Project; (f) payment of the fees, or out-of-pocket expenses, if any, of those providing services with respect to the TEE Center Project, including, but not limited to, architectural, engineering, legal, accounting, and supervisory services; (g) payment to the Authority or the Consolidated Government of such amounts, if any, as shall be necessary to reimburse the Authority or the Consolidated Government in full for all advances and payments made by either of them for any of the items set forth in clauses (a) through (e) above; (h) payment of any other costs and expenses relating to the TEE Center Project permitted to be paid by the Authority under the Act; and Attachment number 3Page 24 of 46 -21- ATLANTA:5220689.5 (i) all proceeds of Series 2010 Bonds remaining in the Series 2010 TEE Center Account after the Completion Date, less amounts retained or set aside to meet costs not then due and payable or which are being contested, shall be deposited in the Sinking Fund. Section 4.04. Disbursements from the Series 2010 TEE Center Account. All disbursements from the Series 2010 TEE Center Account shall be made upon draft, signed by the Authorized Authority Representative and the Authorized Consolidated Government Representative, but before they shall sign any such draft, there shall be filed with the Project Fund Depository: (a) A requisition for such payment (the above-mentioned draft may be deemed a requisition for the purpose of this Section 4.04), stating each amount to be paid and the name of the person to whom payment is due. (b) A certificate executed by the Authorized Authority Representative and the Authorized Consolidated Government Representative attached to the requisition and certifying: (1) that an obligation in the stated amount has been incurred by the Authority and that the same is a proper charge against the Series 2010 TEE Center Account and has not been paid and stating that the bill or statement of account for such obligation, or a copy thereof, is on file in the office of the Consolidated Government; (2) WKDWWKHVLJQHUVKDYHQRQRWLFHRIDQ\YHQGRU¶VPHFKDQLF¶VRURWKHU liens or rights to liens, chattel mortgages, or conditional sales contracts that should be satisfied or discharged before such payment is made; and (3) that such requisition contains no item representing payment on account of any retained percentages that the Authority is, at the date of any such certificate, entitled to retain. If the requisition for payment is for amounts due under the Construction Contracts, the Consolidated Government shall maintain in its records (but shall not be required to file with the Project Fund Depository) with respect to each such requisition an application for payment in the form of American Institute of Architects Document G702, Application and Certificate for Payment, and American Institute of Architects Form G703, Continuation Sheets, showing by trade the cost of work on the TEE Center Project and the cost of materials incorporated into the TEE Center Project or stored on the Premises, all to the date stated in the Application and Certificate for Payment. The Application and Certificate for Payment must be signed by the Authorized Consolidated Government Representative, the appropriate contractor under the Construction Contracts, and the Consulting Architect. The cost breakdown included in the Application and Certificate for Payment shall show the percentage of completion of each line item on the Consolidated Government¶V GHWDLOHG HVtimate of TEE Center Project costs as submitted to the Project Fund Depository, and the accuracy of the cost breakdown shall be certified by the Consolidated Government and the appropriate contractor under the Construction Attachment number 3Page 25 of 46 -22- ATLANTA:5220689.5 Contracts. The completed construction on the TEE Center Project shall be reviewed (at the time each Application and Certificate for Payment is prepared) by the Consulting Architect, and the Consulting Architect shall certify to the Consolidated Government as to (A) the cost of completed construction, (B) the percentage of completion, and (C) compliance with the Plans and Specifications. Section 4.05. Obligation of the Parties to Cooperate in Furnishing Documents; Reliance of the Project Fund Depository. Upon payment of any expenses of the Authority incurred in connection therewith pursuant to Section 5.03(b) hereof, the Authority agrees to cooperate with the Consolidated Government in furnishing to the Project Fund Depository the documents referred to in Section 4.04 hereof that are required to effect payments out of the Series 2010 TEE Center Account, and the Authority agrees to cause such orders to be directed to the Project Fund Depository as may be necessary to effect payments out of the Series 2010 TEE Center Account, in accordance with Section 4.04 hereof. Such obligation of the Authority is subject to any provisions of the Bond Resolution requiring additional documentation with respect to payments and shall not extend beyond the moneys in the Series 2010 TEE Center Account available for payment under the terms of the Bond Resolution. In making any such payment from the Series 2010 TEE Center Account, the Project Fund Depository may rely on any such orders and certifications delivered to it pursuant to Section 4.04 hereof. Section 4.06. Establishment of Completion Date. The Completion Date shall be evidenced to the Project Fund Depository by a certificate of substantial completion listing the items to be completed or corrected, if any, and the amounts to be withheld therefor, signed by the Authorized Authority Representative and the Authorized Consolidated Government Representative and approved by the Consulting Architect stating that, except for amounts retained by the Project Fund Depository for Costs of the TEE Center Project not then due and payable, (i) the acquisition, construction, and installation of the TEE Center Project has been substantially completed without material deviation from the Plans and Specifications and all labor, services, materials, and supplies used in such acquisition, construction, and installation have been paid or provided for, (ii) all other facilities necessary in connection with the acquisition, construction, and installation of the TEE Center Project have been constructed, acquired, and installed without material deviation from the Plans and Specifications and all costs and expenses incurred in connection therewith have been paid or provided for, and (iii) certificate(s) of occupancy for the Building have been issued by appropriate local governmental authorities. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights against third parties that exist at the date of such certificate or that may subsequently come into being. The Consulting Architect shall certify the matter covered by clauses (i) and (ii) above. It shall be the duty of the Consolidated Government to cause the certificate contemplated by this Section 4.06 to be furnished as soon as the acquisition, construction, and installation of the TEE Center Project shall have been substantially completed. Section 4.07. Consolidated Government Required to Pay Project Costs to Extent Series 2010 TEE Center Account Insufficient. The Consolidated Government and the Authority acknowledge that the moneys in the Series 2010 TEE Center Account available for payment of the Costs of the TEE Center Project will not be sufficient to pay the costs thereof in full, and, accordingly, the Consolidated Government agrees to complete the acquisition, construction, and installation of the TEE Center Project and to pay all that portion of the Costs of Attachment number 3Page 26 of 46 -23- ATLANTA:5220689.5 the TEE Center Project as may be in excess of the moneys available therefor in the Series 2010 TEE Center Account out of any funds lawfully available to it for such purpose, from whatever source derived (including special one percent sales and use tax proceeds). The Authority does not make any warranty, either express or implied, that the moneys which will be paid into the Series 2010 TEE Center Account and which, under the provisions of this Sale Agreement, will be available for payment of the Costs of the TEE Center Project (together with any additional funds provided by the Consolidated Government), will be sufficient to pay all the costs that will be incurred in that connection. The Consolidated Government agrees that if after exhaustion of the moneys in the Series 2010 TEE Center Account the Consolidated Government shall pay any portion of the Costs of the TEE Center Project pursuant to the provisions of this Section 4.07, it shall not be entitled to any reimbursement therefor from the Authority, the Project Fund Depository, or the Bondholders, nor shall it be entitled to any diminution of the amounts payable under Section 5.03 hereof. Section 4.08. Authorized Consolidated Government and Authority Representatives and Successors. The Consolidated Government and the Authority, respectively, shall designate, in the manner prescribed in Section 1.01 hereof, the Authorized Consolidated Government Representative and the Authorized Authority Representative. In the event that any person so designated and his alternate or alternates, if any, should become unavailable or unable to take any action or make any certificate provided for or required in this Sale Agreement, a successor shall be appointed in the same manner. Section 4.09. Enforcement of Remedies against Contractors and Subcontractors and their Sureties and Against Manufacturers. The Consolidated Government covenants that it will take such action and institute such proceedings as shall be necessary to cause and require all contractors and subcontractors and material suppliers to complete their contracts diligently in accordance with the terms of such contracts, including, without limitation, the correction of any defective work, with all expenses incurred by the Consolidated Government in connection with the performance of its obligations under this Section 4.09 to be considered part of the Costs of the TEE Center Project referred to in Section 4.03 hereof. The Authority agrees that the Consolidated Government may, from time to time, in its own name, or in the name of the Authority, take such action as may be necessary or advisable, as determined by the Consolidated Government, to ensure the construction of the TEE Center Project in accordance with the terms of the Construction Contracts and the Plans and Specifications, to ensure the peaceable and quiet enjoyment of the TEE Center Project, and to ensure the performance by the Authority of all covenants and obligations of the Authority under this Sale Agreement, with all costs and expenses incurred by the Consolidated Government in connection therewith to be considered as part of the Costs of the TEE Center Project referred to in Section 4.03 hereof. All amounts recovered by way of penalties, damages, whether liquidated or actual, refunds, adjustments, or otherwise in connection with the foregoing prior to the Completion Date, less any unreimbursed legal expenses incurred to collect the same, shall be paid into the Series 2010 TEE Center Account and, after the Completion Date, shall be disbursed pursuant to the provisions of Section 4.03(i) of this Sale Agreement. The Consolidated Government covenants that it will take such action and institute such proceedings as shall be necessary to cause and require any manufacturers of the Equipment and any dealer to fulfill their warranties and contractual responsibilities diligently in accordance with Attachment number 3Page 27 of 46 -24- ATLANTA:5220689.5 the terms of any purchase and installation contracts, including, without limitation, the correction of any defective parts or workmanship, with all expenses incurred by the Consolidated Government in connection with the performance of its obligations under this Section 4.09 to be considered part of the Costs of the TEE Center Project referred to in Section 4.03 hereof. The Authority agrees that the Consolidated Government may, from time to time, take such action as may be necessary or advisable, as may be determined by the Consolidated Government, to ensure the conformity of the Equipment to the specifications therefor, with all costs and expenses incurred by the Consolidated Government in connection therewith to be considered as part of the Costs of the TEE Center Project referred to in Section 4.03 hereof. Section 4.10. Investment of Funds and Accounts. Subject to Section 4.7 of the Bond Resolution and Section 4.11 hereof, any moneys held as a part of the Sinking Fund, the Project Fund, or any other special trust account shall be invested or reinvested by the Sinking Fund Custodian or the Project Fund Depository, as the case may be, at the written direction of the Authorized Consolidated Government Representative in such Permitted Investments as may be designated by the Consolidated Government. The Sinking Fund Custodian or the Project Fund Depository, as the case may be, may make any and all such investments through its own bond or investment department or through its broker-dealer affiliate. The investments so purchased shall be held by the Sinking Fund Custodian or the Project Fund Depository, as the case may be, and shall be deemed at all times a part of the Sinking Fund, the Project Fund, or the trust account described in the preceding paragraph, as the case may be, and the interest accruing thereon and any profit realized therefrom shall be credited to such fund or account, and any losses resulting from such investments shall be charged to such fund or account therein and paid by the Consolidated Government. Section 4.11. Special Investment Covenants. The Authority and the Consolidated Government each covenant that it will not directly or indirectly use or permit the use of any proceeds (as defined in the Regulations) of any Tax-Exempt Bonds or Tax Credit Bonds or any other funds of the Authority or the Consolidated Government, or take or omit to take any action, or direct the Project Fund Depository or the Sinking Fund Custodian to invest any funds held by LWLQVXFKPDQQHUDVZLOORUDOORZDQ\³UHODWHGSDUW\´DVGHILQHGLQ6HFWLRQ-1(b) of the Regulations) to enter into any arrangement, formal or informal, as will, cause any Tax-Exempt Bonds or Tax Credit Bonds to be ³IHGHUDOO\JXDUDQWHHG´DVVXFKWHUPLVXVHGDQGGHILQHGLQ 6HFWLRQERIWKH&RGHRUWREH³DUELWUDJHERQGV´ZLWKLQWKHPHDQLQJRI6HFWLRQRIWKH Code, and any Regulations proposed or adopted in connection therewith. To that end, the Authority and the Consolidated Government shall comply with all requirements of Section 149(b) and Section 148 of the Code to the extent applicable to any Tax-Exempt Bonds or Tax Credit Bonds. In the event that at any time the Authority or the Consolidated Government is of the opinion that for purposes of this Section 4.11 it is necessary to dispose of any investment or to restrict or limit the yield on any investment held under the Bond Resolution or otherwise, the Authority or the Consolidated Government, as the case may be, shall so instruct the Project Fund Depository or the Sinking Fund Custodian in writing. Section 4.12. Calculation and Payment of Rebate Amount. The Consolidated Government agrees to appoint and pay a Rebate Calculator to calculate and determine the Rebate Amount, if any, as required by Section 148(f) of the Code and any Regulations proposed or Attachment number 3Page 28 of 46 -25- ATLANTA:5220689.5 promulgated in connection therewith. All calculations and determinations made by a Rebate Calculator shall be accompanied by the opinion of a Rebate Calculator that such calculations and determinations have been made in accordance with the requirements of Section 148(f) of the Code. The Consolidated Government agrees to pay to the United States Treasury for and on behalf of the Authority the amount determined by the Rebate Calculator to be due to the United States Treasury before the due date specified by the Rebate Calculator. The obligations created by this Section 4.12 shall survive the termination of this Sale Agreement. The Authority hereby delegates to the Consolidated Government the authority and responsibility for compliance with Section 148(f) of the Code. Section 4.13. IRS Filings. The Authority agrees timely to file, or cause to be filed, an LQIRUPDWLRQUHWXUQZLWKWKH,QWHUQDO5HYHQXH6HUYLFH³,56´ZLWKUHVSHFWWRthe Tax-Exempt Bonds or Tax Credit Bonds, as the case may be. This return is to be prepared and filed in the form and manner prescribed by IRS regulations, notices, and other official IRS pronouncements. With respect to any Tax Credit Bonds (Direct Pay), the Authority also agrees periodically to prepare and timely file or cause to be prepared and timely filed IRS Form 8038-CP (or any successor form) with respect to each interest payment date of any such Tax Credit Bonds (Direct Pay). The Authority shall designate on said form the Consolidated Government as the entity entitled to receive payment of the credit. The Authority further agrees to adhere to the directions of the Consolidated Government delivered to the Authority as to the form of payment and account to which such payment is to be credited. Section 4.14. Additional Bonds. (a) In addition to the purposes set forth in Section 4.10 of the Service Agreement, Additional Bonds may be issued by the Authority to provide funds to pay any one or more of the following: (i) the costs of completing the TEE Center Project, (ii) the costs of making such Additions or Alterations in, on, or to the TEE Center Project as the Consolidated Government may deem necessary or desirable and as will not impair the nature of the TEE Center Project and as will be located on the Premises, (iii) to refund any Bonds, and (iv) the costs of the issuance and sale of the Additional Bonds and capitalized or funded interest for such period and such other costs reasonably related to the financing as shall be agreed upon by the Consolidated Government and the Authority. (b) If the Consolidated Government is not in default hereunder, the Authority shall, on request of the Consolidated Government, from time to time use its best efforts to issue the amount of Additional Bonds specified by the Consolidated Government; provided, that the terms of such Additional Bonds, the purchase price to be paid therefor, and the manner in which the proceeds therefrom are to be disbursed shall have been approved in writing by the Consolidated Government, provided, that the sale of any Additional Bonds shall be the sole responsibility of the Consolidated Government, and provided further that the Consolidated Government and the Authority shall have entered into an amendment to this Sale Agreement to provide for additional payments of Purchase Price, together with any additional payments to be made pursuant to any amendment to the Service Agreement, in an amount at least sufficient to pay principal of, premium, if any, and interest on the Additional Bonds when due and to provide for any additional terms or changes to this Sale Agreement required because of such Additional Bonds, and provided further that the Authority shall have otherwise complied with the provisions of Attachment number 3Page 29 of 46 -26- ATLANTA:5220689.5 Section 2.9 of the Bond Resolution and Section 4.10 of the Service Agreement with respect to the issuance of such Additional Bonds. (c) Prior to the issuance of any Additional Bonds to finance the costs of completing the TEE Center Project or the cost of Additions or Alterations to the TEE Center Project, the Consolidated Government shall cause to be prepared and filed with the Authority a certificate of the Consolidated Government approved by a Consulting Architect setting forth the estimated cost of the completion of the TEE Center Project or the proposed Additions or Alterations to the TEE Center Project, including an allowance for contingencies, the estimated date of completion of the TEE Center Project or estimated date on which such Additions or Alterations will be placed in service or completed, and the amount, if any, provided or to be provided by the Consolidated Government from other sources toward payment of the costs of completion of the TEE Center Project or such Additions or Alterations to the TEE Center Project and the manner in which such funds will be provided. [End of Article IV] Attachment number 3Page 30 of 46 -27- ATLANTA:5220689.5 ARTICLE V TERM OF AGREEMENT; INSTALLMENT PURCHASE PROVISIONS; NATURE OF OBLIGATIONS Section 5.01. Term of Agreement. This Agreement shall become effective upon its delivery and shall be in full force and effect until midnight, October 1, 20__, subject to the provisions of this Sale Agreement permitting earlier termination (including particularly Article VII hereof), or if all the Bonds have not been paid or retired (or provision for such payment has not been made as provided in the Bond Resolution), until such date as such payment or provision shall have been made; provided, however, that the covenants and obligations expressed herein to so survive shall survive the termination of this Sale Agreement, but in no event shall the term of this Sale Agreement exceed fifty (50) years. Section 5.02. Delivery and Acceptance of Possession. The Authority agrees to deliver to the Consolidated Government sole and exclusive possession and use of the Premises promptly following execution and delivery of this Sale Agreement, and the Consolidated Government will accept possession and use of the Premises and will accept possession of the TEE Center Project upon the earlier of (i) the exhaustion of the moneys in the Series 2010 TEE Center Account (even if acquisition, construction, and installation of the TEE Center Project is not yet complete) or (ii) the Completion Date; provided that prior to such date for delivery of sole and exclusive possession, the Consolidated Government may take such possession of all or any part of the TEE Center Project as shall not interfere with the construction or installation of the TEE Center Project. The Authority shall be permitted such continued possession of the TEE Center Project as shall be necessary and convenient for it to construct or install or cause to be constructed or installed the TEE Center Project and any Additions or Alterations. The Authority covenants and agrees that it shall not take any action to prevent the Consolidated Government from having quiet and peaceable possession and enjoyment of the TEE Center Project during the term of this Sale Agreement and shall, at the request of the Consolidated Government and at the cost of the Consolidated Government, cooperate with the Consolidated Government in order that the Consolidated Government may have quiet and peaceable possession and enjoyment of the TEE Center Project. Section 5.03. Purchase Price and Other Amounts Payable. (a) Until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Bond Resolution, the Consolidated Government shall pay the Purchase Price in installments and shall pay to the Sinking Fund Custodian for the account of the Authority as installments of Purchase Price, the following amounts: (i) on or before each March 31 or September 30, as the case may be, a sum equal to 79.167% of the amount payable on the next succeeding April 1 or October 1, whichever is closer, as interest on the Bonds, as provided in the Bond Resolution, and Attachment number 3Page 31 of 46 -28- ATLANTA:5220689.5 (ii) on or before each September 30, a sum equal to 79.167% of the principal of the Bonds due on the next succeeding October 1, whether by maturity or by mandatory redemption, as provided in the Bond Resolution. Each installment of Purchase Price under this Section due on the day preceding an interest or principal payment date or redemption date until the Bonds are fully paid or payment is provided therefor in accordance with the Bond Resolution shall in all events be sufficient, after giving credit for funds held in the Sinking Fund available for such purpose, to pay 79.167% of the total amount of interest, principal, redemption requirement, and premium, if any, payable on the Bonds on the next succeeding principal or interest payment date or on the next succeeding redemption date for Bonds (the remainder of such amount to be paid by the Consolidated Government pursuant to Section 5.02(a) of the Service Agreement). Any installment of Purchase Price shall be reduced and need not be made to the extent that there are moneys on deposit in the Sinking Fund in excess of the amount required for the payment of Bonds theretofore matured or called for redemption, the amount required for the payment of interest for which checks or drafts have been mailed by or on behalf of the Authority, and past due interest in all cases where Bonds have not been presented for payment. Further, if the amount held by the Sinking Fund Custodian in the Sinking Fund should be sufficient to pay at the times required the principal of, premium, if any, and interest on the Bonds then remaining unpaid, the Consolidated Government shall not be obligated to make any further installment payments of Purchase Price under the provisions of this Section. There shall also be a credit against remaining installment payments of Purchase Price for Bonds purchased, redeemed, or cancelled, as provided in Article III of the Bond Resolution. Any installment payment of Purchase Price not received by the Sinking Fund Custodian when due shall continue as an obligation of the Consolidated Government until paid and shall bear interest at the rate of interest on the Bonds to which such Purchase Price relates. As provided in Section 4.13 hereof, the Purchase Price shall be increased to cover the payment of principal of, redemption premium, if any, and interest on any Additional Bonds. (b) The Consolidated Government agrees to pay 79.167% of all reasonable out-of- pocket costs and expenses of the Authority incurred in connection with its negotiation, structuring, documenting, and closing the Bonds and in administering the Bonds, including, without limitation, the reasonable fees and disbursements of counsel for the Authority and Bond Counsel (the remainder of such amount to be paid by the Consolidated Government pursuant to Section 5.02(b) of the Service Agreement). The Consolidated Government agrees to pay all reasonable out-of-pocket costs and expenses of the Authority incurred in connection with its administration or modification of, or in connection with the preservation of its rights under, enforcement of, or any refinancing, renegotiation, restructuring, or termination of, this Sale Agreement or any instruments referred to herein or any amendment, waiver, or consent relating hereto, including, without limitation, the reasonable fees and disbursements of counsel for the Authority. Such additional installments of Purchase Price shall be billed to the Consolidated Government by the Authority from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority for one or more of the above items. Amounts so billed shall be paid by the Consolidated Government within thirty (30) days after receipt of the bill by the Consolidated Government. Attachment number 3Page 32 of 46 -29- ATLANTA:5220689.5 (c) In the event the Consolidated Government shall fail to make any of the payments required in this Section 5.03, the item or installment so in default shall continue as an obligation of the Consolidated Government until the amount in default shall have been fully paid. Section 5.04. Place of Purchase Price Payments. The payments of Purchase Price provided for in Section 5.03(a) hereof shall be paid in lawful money of the United States of America directly to the Sinking Fund Custodian for the account of the Authority and shall be deposited in the Sinking Fund. The payments of additional purchase price to be made to the Authority pursuant to Section 5.03(b) hereof shall be paid directly to the Authority for its own use. Section 5.05. Nature of Obligations of Consolidated Government Hereunder. (a) The obligations of the Consolidated Government to make the payments required in Section 5.03 hereof and other sections hereof and to perform and observe any and all of the other covenants and agreements on its part contained herein shall be a general obligation of the Consolidated Government and shall be absolute and unconditional irrespective of any defense or any rights of setoff, recoupment, or counterclaim it may otherwise have against the Authority. The Consolidated Government agrees that it shall not (i) suspend, abate, reduce, abrogate, diminish, postpone, modify, or discontinue any payments provided for in Section 5.03 hereof, (ii) fail to observe any of its other agreements contained in this Sale Agreement, or (iii) except as provided in Article VII hereof, terminate its obligations under this Sale Agreement for any contingency, act of God, event, or cause whatsoever, including, without limiting the generality of the foregoing, failure of the Consolidated Government to complete the construction of the TEE Center Project on behalf of the Authority, failure of the Consolidated Government to occupy or to use the TEE Center Project as contemplated in this Sale Agreement or otherwise, any change or delay in the time of availability of the TEE Center Project, any acts or circumstances that may impair or preclude the use or possession of the TEE Center Project, any defect in the title, design, operation, merchantability, fitness, or condition of the TEE Center Project or in the suitability of the TEE Center Project for the Consolidated Government¶V SXUSRVHV RU QHHGV IDLOXUH RI consideration, any declaration or finding that any of the Bonds are unenforceable or invalid, the invalidity of any provision of the Agreements, any acts or circumstances that may constitute an eviction or constructive eviction, destruction of or damage to the TEE Center Project, the taking by eminent domain of title to or the use of all or any part of the TEE Center Project, failure of the Authority¶V WLWOH WRthe TEE Center Project or any part thereof, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or in the rules or regulations of any governmental authority, or any failure of the Authority to perform and observe any agreement, whether express or implied, or any duty, liability, or obligation arising out of or connected with the Agreements. (b) Nothing contained in this Section 5.05 shall be construed to release the Authority from the performance of any of the agreements on its part herein contained. In the event the Authority should fail to perform any such agreement on its part, the Consolidated Government may institute such action against the Authority as the Consolidated Government may deem necessary to compel performance so long as such action does not abrogate the Consolidated Government¶VREOLJDWLRQVKHUHXQGHU7KHAuthority hereby agrees that it shall not take or omit to take any action that would cause this Sale Agreement to be terminated. The Consolidated Government may, however, at its own cost and expense and in its own name or in the name of Attachment number 3Page 33 of 46 -30- ATLANTA:5220689.5 the Authority, prosecute or defend any action or proceeding or take any other action involving third persons that the Consolidated Government deems reasonably necessary in order to secure or protect its right of possession, occupancy, and use hereunder, and in such event the Authority hereby agrees to cooperate fully with the Consolidated Government and to take all action necessary to effect the substitution of the Consolidated Government for the Authority in any such action or proceeding if the Consolidated Government shall so request. [End of Article V] Attachment number 3Page 34 of 46 -31- ATLANTA:5220689.5 ARTICLE VI ADDITIONAL COVENANTS Section 6.01. No Warranty of Condition or Suitability by the Authority. THE AUTHORITY MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE HABITABILITY, MERCHANTABILITY, CONDITION, OR WORKMANSHIP OF ANY PART OF THE TEE CENTER PROJECT OR THAT IT WILL BE SUITABLE FOR THE CONSOLIDATED GOVERNMENT¶6385326(6251(('6 Section 6.02. Indemnity. To the extent permitted by the laws and Constitution of the State, the Consolidated Government shall protect, hold harmless, and indemnify the Authority from and against any and all liability, obligations, losses, claims, and damages whatsoever, regardless of cause thereof, and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties, and interest arising out of or as the result of the entering into of this Sale Agreement, the ownership of any item of the TEE Center Project, the ordering, acquisition, construction, use, operation, condition, purchase, delivery, rejection, storage, or return of any item of the TEE Center Project or any accident in connection with the construction, operation, use, condition, possession, storage, or return of any item of the TEE Center Project resulting in damage to property or injury to or death of any person. The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Sale Agreement and shall survive the termination of this Sale Agreement for any reason. Section 6.03. Continuing Disclosure. The Consolidated Government hereby covenants and agrees that it will comply with and carry out all of the provisions of the Series 2010 Disclosure Certificate. Notwithstanding any other provision of this Sale Agreement, failure of the Consolidated Government to comply with the Series 2010 Disclosure Certificate shall not be considered an Event of Default; however, any beneficial owner of the Series 2010 Bonds may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Consolidated Government to comply with its obligations under this Section 6.03. Section 6.04. Tax Status of Bonds. The Consolidated Government recognizes that the purchasers and owners of Tax-Exempt Bonds will have accepted the Tax-Exempt Bonds on, and paid an amount therefor reflecting, the understanding that interest on the Tax-Exempt Bonds is excluded from the gross income of the owners for federal income tax purposes under laws in force at the time the Tax-Exempt Bonds shall have been delivered. The Consolidated Government likewise recognizes that the purchases and owners of Tax Credit Bonds (Non-direct Pay) and owners of interests therein will have accepted such Tax Credit Bonds (Non-direct Pay), or interests therein, or, and paid an amount therefor reflecting, the understanding that a credit against the tax imposed by Chapter 1 of Subtitle A of the Code is available to the owner thereof. The Consolidated Government covenants that it will not take or omit to take any action nor permit any action to be taken or omitted that would cause the interest on any Tax-Exempt Attachment number 3Page 35 of 46 -32- ATLANTA:5220689.5 Bonds to become includable in the gross income of any owner thereof or would cause the credit against tax with respect to any Tax Credit Bonds (Non-direct Pay) not to be available. The Consolidated Government further covenants and agrees that it shall comply with the representations and certifications it made in its Consolidated Government¶V7D[&HUWLILFDWHGDWHG the date of issuance of the Series 2010 Bonds and that it shall take no action nor omit to take any action that would cause such representations and certifications to be untrue. The Consolidated Government agrees to furnish the Authority any items (including, without limitation, certificates of the Consolidated Government and opinions of Bond Counsel) reasonably requested by it to evidence compliance with the covenants contained in this Section 6.04. [End of Article VI] Attachment number 3Page 36 of 46 -33- ATLANTA:5220689.5 ARTICLE VII ASSIGNMENT; PURCHASE PRICE PREPAYMENTS Section 7.01. No Assignment by Consolidated Government. This Agreement may not be sold, assigned, delegated, or encumbered by the Consolidated Government. Section 7.02. Redemption of Bonds. The Authority, at the written request of the Consolidated Government at any time and if the Bonds are then callable or available for purchase, and if there are funds available therefor, shall forthwith take all steps that may be necessary under the applicable redemption or purchase provisions of the Bond Resolution to effect redemption or purchase of all or part of the then outstanding Bonds, as may be specified by the Consolidated Government, on the earliest date on which such redemption or purchase may be made under such applicable provisions. Section 7.03. Prepayment of Purchase Price. There is expressly reserved to the Consolidated Government the right, and the Consolidated Government is authorized and permitted, at any time it may choose, to prepay all or any part of the Purchase Price payable under Section 5.03 hereof, and the Authority agrees that the Sinking Fund Custodian may accept such prepayments of Purchase Price when the same are tendered by the Consolidated Government. All Purchase Price so prepaid shall at the written direction of the Consolidated Government be credited toward the Purchase Price specified in Section 5.03 hereof, in the order of their due dates, or applied to the retirement of Bonds prior to maturity (either by redemption or purchase) in accordance with the Bond Resolution. The Consolidated Government shall also have the right to surrender Bonds acquired by it in any manner whatsoever to the Authority for cancellation, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired and shall be allocated as credits to Purchase Price as provided in the Bond Resolution. Section 7.04. Option to Prepay the Purchase Price and Redeem the Series 2010 Bonds at Prior Optional Redemption Dates. The Consolidated Government shall also have the option to prepay Purchase Price related to the Series 2010 Bonds and other amounts payable under this Sale Agreement in such manner and amounts, together with amounts prepaid pursuant to Section 7.04 of the Service Agreement, as will enable the Authority to redeem the Series 2010 Bonds prior to maturity on or after October 1, 20__, in whole or in part on any date, as provided in Section 3.1 of the Bond Resolution. Series 2010 Bonds redeemed pursuant to this Section shall be redeemed in accordance with the procedures set forth in Article III of the Bond Resolution. The aggregate amount payable by the Consolidated Government in the event of its exercise of the options granted under this Section and under Section 7.04 of the Service Agreement shall be (i), in the case of partial redemption, the amount necessary to pay principal, all interest to accrue to the redemption date, the applicable redemption premium, as provided in Section 3.1 of the Bond Resolution, and any redemption expense, and (ii) in the case of a total redemption, the amounts set forth in Article XI of the Bond Resolution and the applicable redemption premium, as provided in Section 3.1 of the Bond Resolution. Attachment number 3Page 37 of 46 -34- ATLANTA:5220689.5 [End of Article VII] Attachment number 3Page 38 of 46 -35- ATLANTA:5220689.5 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 8.01. Events of Default Defined. 7KHIROORZLQJVKDOOEH³(YHQWVRI'HIDXOW´ under this Sale AgreementDQGWKHWHUPV³(YHQWRI'HIDXOW´RU³'HIDXOW´VKDOOPHDQZKHQHYHU they are used in this Sale Agreement, any one or more of the following events: (a) The Consolidated Government¶VIDLOXUHWRSD\WKHDPRXQWVUHTXLUHGWREHSDLG under Section 5.03 of this Sale Agreement at the times specified therein. (b) The Consolidated Government¶V EUHDFK LQ DQ\ PDWHULDO UHVSHFW RI Dny representation or warranty contained in this Sale Agreement or the Consolidated Government¶VIDLOXUHLQDQ\PDWHULDOUHVSHFWWRREVHUYHSHUIRUPRUFRPSO\ZLWKDQ\ covenant, condition, or agreement in this Sale Agreement on the part of the Consolidated Government to be observed or performed, other than as referred to in subsection (a) of this Section 8.01 and in Section 6.03 hereof, for a period of thirty (30) days after written notice specifying such breach or failure and requesting that it be remedied, given to the Consolidated Government by the Authority or the Bondholders, unless the Bondholders shall agree in writing to an extension of such time prior to its expiration. In the case of any such breach or default that cannot with due diligence be cured within such thirty (30) day period but can be wholly cured within a period of time not materially detrimental to the rights of the Authority and the Bondholders, to be determined conclusively by the Bondholders, it shall not constitute an Event of Default if corrective action is instituted by the Consolidated Government within the applicable period and diligently pursued until the breach or default is corrected in accordance with and subject to any directions or limitations of time established in writing by the Bondholders. (c) The Consolidated Government shall (i) apply for or consent to the appointment of or the taking of possession by a receiver, custodian, trustee, or liquidator of it or of all or a substantial part of its property, (ii) enter into an agreement of composition with its creditors, (iii) admit in writing its inability to pay its debts as such debts become due, (iv) make a general assignment for the benefit of its creditors, (v) commence a voluntary case under the federal bankruptcy law (as now or hereafter in effect), (vi) file a petition or answer seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (vii) fail to controvert in a timely or appropriate manner or acquiesce in writing to any petition filed against it in an involuntary case under such federal bankruptcy law, or (viii) take any action for the purpose of effecting any of the foregoing. (d) A proceeding or case shall be commenced, without the application of the Consolidated Government, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution, winding-up, or composition or adjustment of debts of the Consolidated Government, (ii) the appointment of a trustee, receiver, custodian, liquidator, or the like of the Consolidated Government or of all or any substantial part of the assets of it, or (iii) similar relief in respect of the Consolidated Attachment number 3Page 39 of 46 -36- ATLANTA:5220689.5 Government under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition and adjustment of debts, and such proceeding or case shall continue undismissed or an order, judgment, or decree approving or ordering any of the foregoing shall be entered and shall continue unvacated and unstayed and in effect for a period of sixty (60) days, whether consecutive or not. (e) The occurrence of an event of default under the Service Agreement. Section 8.02. Remedies on Default. Whenever any Event of Default referred to in Section 8.01 hereof shall have happened and be continuing, the Authority, in its discretion, may exercise any one or more of the following remedies: (a) The Authority may have access to and inspect, examine, and make copies of the books and records and any and all accounts and similar data of the Consolidated Government. (b) The Authority may from time to time take whatever action at law or in equity or under the terms of this Sale Agreement may appear necessary or desirable to collect the Purchase Price and other amounts payable by the Consolidated Government hereunder then due or thereafter to become due, or to enforce performance and observance of any obligation, agreement, or covenant of the Consolidated Government under this Sale Agreement. No action taken pursuant to this Section 8.02 shall relieve the Consolidated Government from its obligations pursuant to Section 5.03 hereof, all of which shall survive any such action, and the Authority may take whatever action at law or in equity as may appear necessary and desirable to collect the Purchase Price and other amounts then due and thereafter to become due or to enforce the performance and observance of any obligation, agreement, or covenant of the Consolidated Government hereunder. Section 8.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Sale Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it in this Article VIII, it shall not be necessary to give any notice, other than such notice as may be herein expressly required. Such rights and remedies as are given the Authority hereunder shall also extend to the Bondholders, and the Bondholders shall be deemed third party beneficiaries of all covenants and agreements herein contained. Section 8.04. Agreement to Pay Fees and Expenses. In the event the Consolidated Government should default under any of the provisions of this Sale Agreement and the Authority or the Bondholders should employ attorneys, accountants, or other experts or incur other expenses for the collection of Purchase Price and other amounts due hereunder or the Attachment number 3Page 40 of 46 -37- ATLANTA:5220689.5 enforcement of performance or observance of any obligation or agreement on the part of the Consolidated Government herein contained, the Consolidated Government agrees that it shall on demand therefor pay to the Authority or to the Bondholders for the account of the Authority the reasonable fees of such attorneys, accountants, or other experts and such other expenses so incurred by the Authority RUWKH%RQGKROGHUV$Q\DWWRUQH\V¶IHHVUHTXLUHGWREHSDLGE\WKH Consolidated Government under this Sale Agreement VKDOOLQFOXGHDWWRUQH\V¶DQGSDUDOHJDOV¶ fees through all proceedings, including, but not limited to, negotiations, administrative hearings, trials, and appeals. Section 8.05. Waiver of Events of Default. The Authority may waive any Event of Default hereunder and its consequences. In case of any such waiver, or in case any proceeding taken by the Authority or the Bondholders on account of any such Event of Default shall be discontinued or abandoned or determined adversely to the Authority or the Bondholders, then and in every such case the Authority and the Consolidated Government shall be restored to their former position and rights hereunder, but no such waiver or rescission shall extend to or affect any subsequent or other Event of Default or impair or exhaust any right, power, or remedy consequent thereon. [End of Article VIII] Attachment number 3Page 41 of 46 -38- ATLANTA:5220689.5 ARTICLE IX MISCELLANEOUS Section 9.01. Notices. All notices, certificates, and other communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent to any party hereto at the following addresses or to such other address as any party hereto shall have specified in writing to the other party: If to the Authority: Augusta-Richmond County Coliseum Authority 601 Seventh Street Augusta, Georgia 30901 Attention: Chairperson If to the Consolidated Government: Augusta, Georgia 530 Greene Street, Room 801 Augusta, Georgia 30901 Attention: Administrator Notices under this Section 9.01 will be deemed given only when actually received. Section 9.02. Construction and Binding Effect. This Agreement constitutes the entire agreement of the parties concerning the subject matter hereof and supersedes any prior agreements with respect thereto. This Agreement shall inure to the benefit of and shall be binding upon the Authority, the Consolidated Government, and their respective successors and assigns subject, however, to the limitations contained in Section 7.01 hereof. Section 9.03. Severability. In the event any provision of this Sale Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 9.04. Amounts Remaining in Funds. It is agreed by the parties hereto that any amounts remaining in the Sinking Fund, the Project Fund, or other funds provided for herein upon expiration or sooner termination of the Agreements, as provided in the Agreements, after payment in full of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Bond Resolution), the fees, charges, and expenses of the Authority and the Bondholders, in accordance with the terms of the Agreements, and all sums due and owing to the Authority, shall belong to and be paid to the Consolidated Government by the Authority as overpayment of Purchase Price. Section 9.05. Amendments, Changes, and Modifications. This Agreement may not be amended, changed, modified, altered, or terminated, and the observance of any term hereof may not be waived, except as provided in the Bond Resolution. Attachment number 3Page 42 of 46 -39- ATLANTA:5220689.5 Section 9.06. Execution of Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 9.07. Law Governing Construction of this Sale Agreement. This Agreement is prepared and entered into with the intention that the law of the State of Georgia, exclusive of VXFKVWDWH¶VUXOHVJRYHUQLQJFKRLFHRIODZVKDOOJRYHUQLWVFRQVWUXFWLRQ Section 9.08. Immunity of Officials, Officers, and Employees of Authority and Consolidated Government. No recourse shall be had for the enforcement of any obligation, covenant, promise, or agreement of the Authority or the Consolidated Government contained in this Sale Agreement or for any claim based hereon or otherwise in respect hereof against any member of a Governing Body, officer, or employee, as such, in his individual capacity, past, present, or future, of the Authority, the Consolidated Government, or any successor body, whether by virtue of any constitutional provision, statute, or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly agreed and understood that this Sale Agreement is solely a corporate obligation of the Consolidated Government and the Authority payable only from the funds and assets of the Consolidated Government and the Authority herein specifically provided to be subject to such obligation and that no personal liability whatsoever shall attach to, or be incurred by, any member of a Governing Body, officer, or employee, as such, past, present, or future, of the Consolidated Government or the Authority, or of any successor corporation, either directly or through the Consolidated Government, the Authority, or any successor corporation, under or by reason of any of the obligations, covenants, promises, or agreements entered into between the Authority and the Consolidated Government whether contained in this Sale Agreement or in the Bond Resolution or to be implied herefrom or therefrom as being supplemental hereto or thereto, and that all personal liability of that character against every such member of a Governing Body, officer, and employee is, by the execution of this Sale Agreement and as a condition of and as part of the consideration for the execution of this Sale Agreement, expressly waived and released. The immunity of members of a Governing Body, officers, and employees of the Authority and the Consolidated Government under the provisions contained in this Section 9.08 shall survive the completion of the TEE Center Project and the termination of this Sale Agreement. [End of Article IX] Attachment number 3Page 43 of 46 -40- ATLANTA:5220689.5 SIGNATURES AND SEALS IN WITNESS WHEREOF, the Authority has executed this Sale Agreement by causing its name to be hereunto subscribed by its Chairperson and by causing the official seal of the Authority to be impressed hereon and attested by its Secretary; and the Consolidated Government has executed this Sale Agreement by causing its name to be hereunto subscribed by its Mayor and by causing the official seal of the Consolidated Government to be impressed hereon and attested by its City Clerk; all being done as of the day and year first above written. (SEAL) AUGUSTA-RICHMOND COUNTY COLISEUM AUTHORITY By: Chairperson Attest: Secretary (SEAL) AUGUSTA, GEORGIA By: Mayor Attest: Clerk of Commission Attachment number 3Page 44 of 46 A-1 ATLANTA:5220689.5 EXHIBIT A DESCRIPTION OF PREMISES [Attached] Attachment number 3Page 45 of 46 B-1 ATLANTA:5220689.5 EXHIBIT B DESCRIPTION OF EQUIPMENT All fixtures, equipment, furnishings, and other personal property relating to the TEE Center Project that are to be acquired with the proceeds of the Bonds. Attachment number 3Page 46 of 46 SGR\8109631.1 AUGUSTA-RICHMOND COUNTY COLISEUM AUTHORITY REVENUE BONDS (COLISEUM AND TEE CENTER PROJECTS), SERIES 2010 July __, 2010 BOND PURCHASE AGREEMENT Augusta-Richmond County Coliseum Authority 601 Seventh Street Augusta, Georgia 30901 Attn: Chairperson To the Addressee: The undersigned on behalf of Robert W. Baird & Co., Inc. WKH³8QGHUZULWHU´EHLQJGXO\ DXWKRUL]HG KHUHE\ RIIHUV WR HQWHU LQWR WKLV %RQG 3XUFKDVH $JUHHPHQW WKLV ³3XUFKDVH$JUHHPHQW´ ZLWKthe Augusta-Richmond County Coliseum Authority (the ³Authority´) and Augusta*HRUJLDWKH³Consolidated Government´, for the purchase by the Underwriter of the Bonds referred to in Section 1 hereof. This offer is made subject to acceptance by the Authority and the Consolidated Government of this Purchase Agreement, which acceptance shall be evidenced by the execution of this Purchase Agreement by duly authorized officers of the Authority and the Consolidated Government prior to 12:00 Midnight, Eastern Standard Time, on July __, 2010. Upon such acceptance and execution, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Authority, the Consolidated Government and the Underwriter. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Bond Resolution referred to in Section 2 hereof. 1. Upon the terms and conditions and based on the representations, warranties and covenants hereinafter set forth, the Underwriter hereby agrees to purchase from the Authority $__________ in aggregate principal amount of the Augusta-Richmond County Coliseum Authority Revenue Bonds (Coliseum and TEE Center Projects), Series 2010 WKH³%RQGV´, at a purchase price of $_________ (which is equal to par, (plus/minus) original issue (discount/premium) and OHVV8QGHUZULWHU¶VGLVFRXQWof $________). 2. The Bonds will be issued pursuant to the provisions of a Master Bond Resolution adopted by the Authority on July 6, 2010, as supplemented by a resolution adopted by the Authority on July 20, 2010 (together, tKH³%RQG5HVROXWLRQ´. The Bonds are limited obligations of the Issuer and are payable from and are secured by a lien on the monies payable to the Issuer pursuant to (i) the Intergovernmental Service Agreement, dated as of August 1, 2010 (the ³,QWHUJRYHUQPHQWDO &RQWUDFW´ EHWZHHQ WKH ,VVXHU DQG WKH &RQVROLGDWHG *RYHUQPHQW RI Augusta-5LFKPRQG &RXQW\ *HRUJLD WKH ³&RQVROLGDWHG *RYHUQPHQW XQGHU ZKLFK WKH Consolidated Government has obligated itself to (a) make payments to the Issuer in amounts sufficient to enable the Issuer to pay the principal of, redemption premium, if any, and interest on Attachment number 4Page 1 of 20 2 the portion of the Bonds representing the Coliseum Project, as same become due and payable and (b) to levy an annual ad valorem tax on all taxable property located within the corporate limits of the Consolidated Government, at such rate or rates, within the applicable millage limit or within such greater millage as may be prescribed by applicable law, as may be necessary to produce in each year UHYHQXHVWKDWDUHVXIILFLHQWWRIXOILOOWKH&RQVROLGDWHG*RYHUQPHQW¶VREOLJDWLRQVXQGHUWKH,QWHUJRYHUQPHQWDO&RQWUDFWDQGLLDQ$JUHHPHQWRI6DOHWKH³6DOH$JUHHPHQW´WREH dated as of August 1, 2010, under the terms of which the Consolidated Government has obligated itself to (a) make installment payments of purchase price to the Authority in amounts sufficient to enable the Authority to pay the principal of, redemption premium, if any, and interest on the portion of the Bonds representing the TEE Center Project, as same become due and payable and (2) to levy an annual ad valorem tax on all taxable property located within the corporate limits of the Consolidated Government, at such rate or rates, within the applicable millage limit or within such greater millage as may be prescribed by applicable law, as may be necessary to produce in each year revenues that are sufficient to fulfill the Consolidated *RYHUQPHQW¶VREOLJDWLRQVXQGHUWKH6DOH$JUHHPHQW. The Bonds shall bear interest at the rates and shall mature in the amounts set forth in Schedule I attached hereto. All other terms of the Bonds are described in the Official Statement (hereinafter defined). 3. The proceeds from the sale of the Bonds will be used for the purposes described in the Bond Resolution. 4. The Underwriter intends to offer the Bonds at prices not in excess of the offering price or prices (or yields) set forth in Schedule I hereof. The Underwriter, however, reserves the right to change such offering price or prices (or yields) as the Underwriter shall deem necessary in connection with the marketing of the Bonds. 5. The Authority and the Consolidated Government have caused to be prepared a Preliminary Official Statement, dated July __, 2010 (such Preliminary Official Statement, including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto and any amendments and supplements thereto that may be authorized by the Authority and the Consolidated Government for use with respect to the Bonds being herein FDOOHG WKH ³3UHOLPLQDU\ 2IILFLDO 6WDWHPHQW´ ZKLFKthe Authority and the Consolidated Government authorized to be circulated, and the Authority and the Consolidated Government consent to the use of the Preliminary Official Statement by the Underwriter prior to the date hereof in connection with the offering of the Bonds. The Authority and the Consolidated Government hereby deem the Preliminary Official Statement final for purposes of Rule 15c2-12 RIWKH6HFXULWLHVDQG([FKDQJH&RPPLVVLRQWKH³5XOH´The Authority shall deliver to the Underwriter copies (in sufficient quantity and time to enable the Underwriter to comply with the rules of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission) of an Official Statement, dated the date of this Purchase Agreement, substantially in the form of the Preliminary Official Statement, with only such changes therein or modifications thereof (including, without limitation, any changes in or modifications of any of the appendices, exhibits, reports or statements included therein or attached thereto) as shall have been accepted and approved by the Underwriter in its sole discretion, the form of which Official Statement shall have been approved and adopted by the Authority and the Consolidated Government by resolutions duly passed, and the Official Statement shall be executed by the Chairman of the Authority and the Mayor of the Consolidated Government (such Official Attachment number 4Page 2 of 20 3 Statement, including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto and any amendments and supplements thereto that may be authorized by the Authority and the Consolidated Government for use with respect to the Bonds being KHUHLQFDOOHGWKH³2IILFLDO6WDWHPHQW´6imultaneously with the execution and delivery hereof, the Authority and the Consolidated Government will provide the Underwriter with two executed copies of the Official Statement. The Authority and the Consolidated Government hereby consent to the use of copies of the Official Statement, the Bond Resolution and other pertinent documents in connection with the offering of the Bonds. The Underwriter hereby agrees not to distribute or make use of any offering statement or other offering document relating to the Bonds unless such offering document contains a cover page that sets forth the name of the Underwriter and has been approved by the Authority. 6. In order to assist the Underwriter in complying with the Rule, the Consolidated Government has covenanted for the benefit of the owners of the Bonds to provide notices of the occurrence of certain material events, and to provide certain financial information and operating data relating to the Authority, pursuant to a Continuing Disclosure Certificate, dated the date KHUHRIWKH³'LVFORVXUH&HUWLILFDWH´, a form of which is attached as Appendix D to the Official Statement. 7. Representations and Warranties of the Authority. In order to induce the Underwriter to enter into this Purchase Agreement, the Authority hereby represents and warrants to and covenants with the Underwriter as follows: (a) The Issuer is a public body corporate and politic organized and existing pursuant to an Act of the General Assembly of the State of Georgia entitled the ³$XJXVWD-Richmond County ColLVHXP$XWKRULW\$FW´*D/DZVWR inclusive), as amended by Acts of the General Assembly of the State of Georgia (1974 Ga. Laws 3207 to 3211, inclusive, 1975 Ga. Laws 4681 to 4687, inclusive, 1977 Ga. Laws 3300 to 3303, inclusive, 1978 Ga. Laws 4673 to 4675, inclusive, 1993 Ga. Laws 4087 to 4091, inclusive, and 2009 Ga. Laws 3873 to 3877, inclusive) (collectively the ³$FW´. (b) Each of the representations of the Authority contained in the Bond Resolution furnished to the Underwriter on or before the date hereof will be true and correct on and as of the Closing Date and are hereby made to the Underwriter as if set forth herein. (c) The Authority has duly authorized the issuance of the Bonds and the execution and delivery of, and the performance of its obligations under, this Bond Purchase Agreement, the Agreement, the Bond Resolution and any other document executed and delivered in connection with the issuance of the Bonds and the other transactions contemplated hereby to which the Authority is a party (collectively, the ³Authority Documents´ 7KLV %RQG 3XUFKDVH $JUHHPHQW KDV EHHQ DQG WKH RWKHU Authority Documents will be, duly executed and delivered and, assuming the due authorization, execution and delivery by the other parties hereto, are valid and binding obligations of the Authority, enforceable against the Authority in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, Attachment number 4Page 3 of 20 4 LQVROYHQF\RUVLPLODUODZVDIIHFWLQJWKHHQIRUFHPHQWRIFUHGLWRUV¶ULJKts generally and the application of general principles of equity; and the Bonds, when issued on the Closing Date, will be duly authorized, executed, issued and delivered by the Authority, and will constitute, legal, valid and binding limited obligations of the Authority, enforceable against the Authority in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting WKHHQIRUFHPHQWRIFUHGLWRUV¶ULJKWVJHQHUDOO\DQGWKHDSSOication of general principles of equity. (d) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending, or, to the best knowledge of the Authority, threatened against or affecting the Authority wherein an unfavorable decision, ruling or finding would adversely affect (i) the transactions contemplated by, or the validity or enforceability of, the Bonds, the Authority Documents or the Official Statement or (ii) the tax-exempt status of the Bonds. (e) The execution and delivery by the Authority of the Bonds and the Authority Documents and the performance by the Authority of its obligations thereunder (i) do not and will not violate any order, injunction, ruling or decree by which the Authority is bound, (ii) do not and will not constitute a breach of or a default under any agreement, indenture, mortgage, lease, note or other obligation, instrument or arrangement to which the Authority is a party or by which the Authority or any of its property is bound, and (iii) do not and will not contravene or constitute a violation of any federal or state constitutional or statutory provision, rule or regulation to which the Authority or any of its property is subject, and no approval, consent or other action by, or filing or registration with, any governmental authority or agency is required in connection therewith that has not been obtained or accomplished or will not be obtained or accomplished by the Closing Date. (f) As of the date of the Official Statement and as of the Closing Date, the LQIRUPDWLRQFRQWDLQHGXQGHUWKHFDSWLRQ³7+(,668(5´DQGXQGHUWKHFDSWLRQ³/EGAL MATTERS²Pending Litigation´ DQG RWKHU LQIRUPDWLRQ UHODWLQJ WRthe Authority contained in the Official Statement or incorporated by reference therein or otherwise supplied in writing by the Authority for inclusion therein does not and will not contain any untrue statement of a material fact and does not and will not omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Authority has authorized the execution and delivery of the Official Statement and ratifies and approves of the use and distribution of the Official Statement by the Underwriter in connection with the initial sale and remarketing, respectively, of the Bonds. (g) The Authority will not take or omit to take any action, which action or omission might in any way result in the inclusion of the interest on the Bonds in the gross income of the owners thereof for federal income tax purposes. (h) The Authority shall cooperate with the Underwriter in taking all actions necessary for the qualification of the Bonds for sale (and the continuation of the Attachment number 4Page 4 of 20 5 effectiveness of such qualification so long as required for the distribution of the Bonds) and the determination of eligibility for investment of the Bonds under the laws of such jurisdictions as the Underwriter may request; provided, however, that the Authority will not be required to qualify as a foreign corporation or file a general consent to service of process in connection with any such qualification in any jurisdiction. (i) The Authority agrees to cooperate with the Underwriter and its counsel in any endeavor to qualify the Bonds for offerLQJDQGVDOHXQGHUWKHVHFXULWLHVRU³%OXH 6N\´ODZVRIVXFKMXULVGLFWLRQVRIWKH8QLWHG6WDWHVRI$PHULFDDVWKH8QGHUZULWHUPD\ request; provided that in no event shall the Authority be obligated to take any action that would subject it to general service of process in any state where it is not now so subject. (j) Neither the Authority nor anyone acting on its behalf, directly or indirectly, has offered the Bonds or any similar securities of the Authority relating in any way to the Projects for sale to, or solicited any offer to buy the same from, anyone. (k) The Preliminary Official Statement has been duly authorized by the Authority, the Official Statement has been duly authorized, executed and delivered by the Authority, and the Authority has consented to the use of the Preliminary Official Statement and the Official Statement by the Underwriter in connection with the offering of the Bonds. (l) Neither the Securities and Exchange Commission nor any state securities commission has issued or threatened to issue, any order preventing or suspending the use of the Preliminary Official Statement or the Official Statement. (m) Any certificate signed by an authorized officer of the Authority delivered to the Underwriter shall be deemed a representation and warranty by the Authority to the Underwriter as to the statements made therein. (n) The Authority has not defaulted in the payment of principal or interest on any of its bonds, notes or other securities. (o) The Authority has not received any notice, directly or indirectly, from the DeSDUWPHQWRIWKH7UHDVXU\WKH,QWHUQDO5HYHQXH6HUYLFHWKH³,56´RUDQ\RWKHUHQWLW\ or person contesting or questioning in any way the exclusion from federal income taxation of the interest due on any of its bonds, nor to the knowledge of the Authority has any holder of any of its bonds received any such notice. 8. Representations and Warranties of the Consolidated Government. In order to induce the Underwriter to enter into this Purchase Agreement, the Consolidated Government hereby represents and warrants to and covenants with the Underwriter and the Authority as follows: (a) Each of the Consolidated Government¶V UHSUHVHQWDWLRQV DQG ZDUUDQWLHV contained in the Agreement furnished to the Underwriter will be true and correct in all material respects on and as of the Closing Date and are hereby made to the Underwriter as if set forth herein. Attachment number 4Page 5 of 20 6 (b) The Consolidated Government has taken all necessary action to authorize, execute and deliver this Bond Purchase Agreement, the Agreement and all other documents executed and delivered in connection with the issuance of the Bonds and the other transactions contemplated hereby to which such County is a party (collectively, the ³Consolidated Government Documents´DQGWKLV%RQG3XUFKDVH$JUHHPHQWKDVEHHQ duly executed and delivered and constitutes, and the other Consolidated Government Documents when duly executed and delivered by the Consolidated Government will constitute, the legal, valid and binding obligations of the Consolidated Government enforceable in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of FUHGLWRUV¶ULJKWVJHQHUDOO\DQGWKHDSSOLFDWLRQRIJHQHUDOSULQFLSOHVRIHTXLW\ (c) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending, or, to the best knowledge of the Consolidated Government, threatened against or affecting the Consolidated Government wherein an unfavorable decision, ruling or finding would have a material adverse effect on the condition (financial or otherwise) of the Consolidated Government or would adversely affect (i) the transactions contemplated by, or the validity or enforceability of, the Consolidated Government Documents, the Bonds, the Bond Resolution or the Official Statement or (ii) the tax status of the interest on the Bonds. (d) The execution and delivery by the Consolidated Government of the Consolidated Government Documents and the performance by the Consolidated Government of its obligations thereunder are within the powers of the Consolidated Government and (i) do not and will not conflict with or violate any order, injunction, ruling or decree by which the Consolidated Government or its property is bound, (ii) do not and will not constitute a breach of or default under any agreement, indenture, mortgage, lease, note or other obligation, instrument or arrangement to which the Consolidated Government is a party or by which the Consolidated Government or any of its property is bound and (iii) do not and will not contravene or constitute a violation of any federal or state constitutional or statutory provision, rule or regulation to which the Consolidated Government or any of its property is subject, and no approval, consent or other action by, or filing or registration with, any governmental authority or agency is required in connection therewith that has not been obtained or accomplished or will not be obtained or accomplished by the Closing Date. (e) As of the date of the Official Statement and as of the Closing Date, the information relating to the Consolidated Government contained or incorporated by reference in the Official Statement or otherwise supplied by the Consolidated Government for inclusion therein does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Consolidated Government has authorized the execution and delivery of the Official Statement and ratifies and approves of the use and distribution of the Official Statement by the Underwriter in connection with the initial sale and remarketing, respectively, of the Bonds. Attachment number 4Page 6 of 20 7 (f) The Consolidated Government will not take or omit to take any action, which action or omission might in any way result in the inclusion of interest on the Bonds in the gross income of the owners thereof for federal income tax purposes. (g) The Consolidated Government is not in default in the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument under or subject to which any indebtedness or swap or other derivative obligation has been incurred and no event has occurred and is continuing that, with the lapse of time or the giving of notice or both, would constitute an event of default under any such instrument. (h) The Consolidated Government agrees to make available to the Underwriter, without cost, sufficient copies of any relevant documents pertaining to the Consolidated Government, as the Underwriter may require from time to time for the prompt and efficient performance by the Underwriter of its obligations hereunder. (i) The financial statements of the Consolidated Government attached to the Official Statement and the unaudited financial information contained therein present fairly the financial position of the Consolidated Government as of the dates indicated therein and the results of operations and changes in financial position for the periods specified therein, and such financial statements and unaudited financial information have been prepared in conformity with generally accepted accounting principles consistently applied throughout the periods presented. 9. At or before 10:00 A.M., Eastern Standard Time, July __, 2010 (the ³&ORVLQJ´ or at such other times or at such other dates as shall have been mutually agreed upon by the Authority and the Underwriter, in writing, the Authority will deliver, or cause to be delivered, to or upon the order of the Underwriter, the Bonds, in definitive form, duly executed and authenticated, together with the other documents herein required to be delivered. Payment for the Bonds shall be made in immediately available funds by check or by bank wire transfer payable to the order of the Authority. If, at the Closing, the Authority fails to deliver the Bonds to the Underwriter as provided herein, or if, at the Closing any of the conditions specified in Section 8 hereof shall not have been fulfilled to the satisfaction of the Underwriter, the Underwriter may elect to be relieved of any further obligations under this Purchase Agreement without thereby waiving any other rights the Underwriter may have under this Purchase Agreement. The Closing shall be held at the offices of McKenna, Long & Aldridge, LLP, Atlanta, Georgia ³%RQG&RXQVHO´, except that physical delivery of the Bonds shall be made to, or for the account of The Depository Trust Company, for the account of the Underwriter unless the Authority and the Underwriter agree otherwise in writing. Unless otherwise requested by the Underwriter at or prior to the Closing, the Bonds will be delivered at the Closing in fully registered form, registered to Cede & Co., and in the form of one certificate for each maturity of the Bonds. 10. The obligations of the Underwriter hereunder shall be subject (i) to the performance by the Authority and the Consolidated Government of their obligations to be Attachment number 4Page 7 of 20 8 performed hereunder at and prior to the Closing or such earlier time as may be specified herein, (ii) to the accuracy of the representations and warranties of the Authority and the Consolidated Government contained herein and in the Bond Resolution and the Agreement as of the date hereof and as of the time of the Closing, as if made at and as of the time of the Closing and (iii) to the following conditions, including the delivery by the Authority of such documents as are contemplated hereby in form and substance satisfactory to the Underwriter: (a) At the time of the Closing (i) the Bond Resolution, the Agreement and the Disclosure Certificate shall be in full force and effect and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, (ii) the Authority and the Consolidated Government shall have duly adopted and there shall be in full force and effect such resolutions as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby, and (iii) the Bonds shall have been duly confirmed and validated by judgment of the Superior Court of Richmond County, and no appeal shall be pending with respect to such decree of validation. (b) At or prior to the Closing, the Underwriter shall have received the following documents: (i) An opinion of Bond Counsel, dated the date of the Closing and addressed to the Underwriter, in substantially the form attached to the Official Statement. (ii) A supplemental opinion of Bond Counsel, dated the date of the Closing and addressed to the Underwriter, in form satisfactory to the Underwriter. (iii) An opinion of J. Edward Enoch, P.C., Counsel to the Authority, dated the date of the Closing and addressed to the Underwriter, in form satisfactory to the Underwriter. (iv) An opinion of Shepherd, Plunkett, Hamilton, Boudreaux & Tisdale, LLP, Counsel to the Consolidated Government, dated the date of the Closing and addressed to the Underwriter, in form satisfactory to the Underwriter. (v) A special opinion of disclosure counsel from Smith, Gambrell & Russell, LLP WKH ³'LVFORVXUH &RXQVHO´ dated the date of the Closing and addressed to the Underwriter, in form satisfactory to the Underwriter. (vi) A certificate of the Consolidated Government, dated the date of Closing, signed by the Mayor of the Consolidated Government in form and substance satisfactory to the Underwriter, to the effect that (A) since the date hereof, no material and adverse change has occurred in the financial position of the Consolidated Government, (B) the Consolidated Government has not, since December 31, 2009, incurred any material liabilities other than in the ordinary course of business or as set forth in or contemplated by the Official Statement, (C) the representations and warranties of the Consolidated Government contained herein and in the Bond Resolution are true and correct in all material respects as Attachment number 4Page 8 of 20 9 of the date of Closing, (D) this Purchase Agreement, the Disclosure Certificate and the Official Statement have been duly authorized, executed and delivered, (E) the Consolidated Government has performed all of its obligations to be performed hereunder and under the aforementioned documents at or prior to the Closing, (F) the Consolidated Government knows of no event affecting the Consolidated Government that has occurred since the date of the Official Statement that should be disclosed in the Official Statement for the purpose for which it is to be used or that is necessary to disclose therein in order to make the statements and information therein with respect to the Consolidated Government not misleading in any material respect as of the Closing and (G) no event of default or event which with notice or lapse of time or both would become an event of default under this Purchase Agreement or the Bond Resolution has occurred and is continuing. (vii) A certificate of the Authority, dated the date of Closing, signed by its Chairman in form and substance satisfactory to the Underwriter, to the effect that (A) the representations and warranties of the Authority contained herein and in the Bond Resolution are true and correct in all material respects as of the date of Closing, (B) the Bonds have been duly authorized, authenticated, executed and delivered, (C) this Purchase Agreement and the Official Statement have been duly authorized, executed and delivered, (D) the Bond Resolution is in full force and effect and has not been modified, amended, revoked or rescinded, (E) the Authority has performed all of its obligations to be performed hereunder and under the aforementioned documents at or prior to the Closing, (F) the Authority knows of no event affecting the Authority that has occurred since the date of the Official Statement that should be disclosed in the Official Statement for the purpose for which it is to be used or that is necessary to disclose therein in order to make the statements and information therein with respect to the Authority not misleading in any material respect as of the Closing and (G) no event of default or event which with notice or lapse of time or both would become an event of default under this Purchase Agreement or the Bond Resolution has occurred and is continuing. (viii) A copy of the Official Statement executed by the Authority and the Consolidated Government, each by its respective duly authorized officers. (ix) Executed copies of this Purchase Agreement and the Disclosure Certificate. (x) Certified copies of the resolutions of the Authority authorizing the issuance, sale, execution and delivery of the Bonds and the execution, delivery and performance of this Purchase Agreement and authorizing the use of the Preliminary Official Statement and the execution and use of the Official Statement by the Underwriter in connection with the offering of the Bonds. (xi) Certified copies of the resolutions of the Board of Commissioners of the Consolidated Government authorizing the execution, delivery and Attachment number 4Page 9 of 20 10 performance of the Agreement, this Purchase Agreement and authorizing the use of the Preliminary Official Statement and the execution and use of the Official Statement by the Underwriter in connection with the offering of the Bonds. (xii) A certified copy of a transcript of all proceedings related to the validation of the Bonds. (xiii) A specimen of the Bonds. (xiv) A letter from 0RRG\¶V,QYHVWRUV6HUYLFH,QFassigning the Bonds DUDWLQJRI³Aa2´to the Bonds. (xv) A certificate executed by the Chairman of the Authority, dated the date of Closing, to the effect that on the basis of facts and estimates set forth therein, (A) it is not expected that the proceeds of the Bonds will be used in a PDQQHUWKDWZRXOGFDXVHWKH%RQGVWREH³DUELWUDJHERQGV´ZLWKLQWKHPHDQLQJRI Section 148 of the Code and applicable regulations thereunder and (B) to the best of the knowledge and belief of said officer, such expectations are reasonable. (xvi) $Q $FFRXQWDQW¶V $JUHHG 8SRQ 3URFHGXUHV /HWWHU IURPCherry, Bekaert & Holland, L.L.P. dated July __, 2010. (xvii) Such additional legal opinions, certificates, proceedings, instruments and other documents as Disclosure Counsel may reasonably request to evidence compliance by the Authority and the Consolidated Government with the legal requirements, the truth and accuracy, as of the time of Closing, of the representations of the Authority and the Consolidated Government and the due performance or satisfaction by the Authority and the Consolidated Government, at or prior to the Closing, of all agreements then required to be performed and all conditions then required to be satisfied by the Authority and the Consolidated Government at the Closing. 11. The Underwriter shall have the right to cancel its obligation to purchase the Bonds hereunder by notifying the Authority and the Consolidated Government, in writing or by facsimile, of its election to do so between the date hereof and the Closing if, on or after the date hereof and prior to the Closing: (a) any legislation shall be enacted or be actively considered for enactment by the Congress, or recommended to the Congress for passage by the President of the United States, or favorably reported for passage to either House of the Congress by a committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or the United States Tax Court shall be rendered, or a ruling, regulation or official statement by or on behalf of the Treasury Department of the United States, the IRS or other governmental agency shall be made or proposed to be made with respect to federal taxation upon revenues or other income of the general character to be derived by the Authority or by any similar body, or upon interest on obligations of the general character of the Bonds, or other action or events shall have transpired that have the purpose or effect, directly or indirectly, of changing the federal income tax Attachment number 4Page 10 of 20 11 consequences of any of the transactions contemplated in connection herewith, that, in the reasonable opinion of the Underwriter, materially and adversely affects the market price of the Bonds or the market price generally of obligations of the general character of the Bonds; or (b) any legislation, resolution or regulation shall be enacted or be actively considered for enactment by any governmental body, department or agency of the State of Georgia or the Agency, or a decision by any court of competent jurisdiction within the State of Georgia shall be rendered that, in the reasonable opinion of the Underwriter, materially and adversely affects the market price of the Bond; (c) any action by the Securities and Exchange Commission that would require the registration of the Bonds under the 1933 Act or the qualification of the Bond Resolution under the Trust IndentXUH$FWRIDVDPHQGHGWKH³7,$´RULWDSSHDUV in the sole judgment of the Underwriter that the offering of the Bonds would subject it to liability under a federal or state securities law or under common law; or (d) any event shall have occurred or shall exist that, in the reasonable opinion of the Underwriter, either (i) makes untrue or incorrect in any material respect any statement or information contained in the Official Statement, or (ii) is not reflected in the Official Statement and should be reflected therein in order to make the statements and information contained therein not misleading in any material respect; or (e) there shall have occurred any outbreak of, or escalation in, hostilities or other national or international calamity or crisis or a financial crisis, including but not limited to (i) the United States engaging in hostilities, or (ii) a Declaration of War or a national emergency by the United States on or after the date hereof which, in the sole opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds; or (f) trading shall be suspended, or new or additional trading or loan restrictions shall be imposed, by the New York Stock Exchange or other national securities exchange or governmental authority with respect to obligations of the general character of the Bonds or a general banking moratorium shall be declared by federal, Georgia or New York authorities; or (g) there shall have occurred any change in the financial condition or affairs of the Consolidated Government the effect of which is, in the reasonable judgment of the Underwriter, so material and adverse as to make it impracticable or inadvisable to proceed with the offering of the Bonds on the terms and in the manner contemplated by the Official Statement; or (h) any litigation shall be instituted, pending or threatened to restrain or enjoin the issuance, sale or delivery of the Bonds or in any way contesting or questioning any authority for or the validity of the Bonds or the money or revenues pledged to the payment thereof or any of the proceedings of the Authority or the Consolidated Government taken with respect to the issuance and sale thereof; or Attachment number 4Page 11 of 20 12 (i) the ratings (if any) shall have been withdrawn or downgraded; or (j) WKH³%OXH6N\´RUVHFXUities commission of any state in the United States shall have withheld registration, exemption, or clearance of the offering of the Bonds, and, in the reasonable judgment of the Underwriter, the effect of the withholding will materially and adversely affect the market price or marketability of the Bonds, or the ability of the Underwriter to enforce agreement for the sale of the Bonds; or (k) the offering of the Bonds, on the terms and conditions contemplated by this Purchase Agreement and the Official Statement, shall be prohibited by any applicable law or governmental regulation or by order of any court, governmental authority, board, agency, or commission; or (l) additional material restrictions not in force on the date of this Purchase Agreement shall have been imposed on trading in securities generally by a governmental authority or national association of securities dealers; or (m) there shall have occurred any event other than those listed above the effect of which is, in the reasonable judgment of the Underwriter, so material and adverse to make it impracticable or inadvisable to proceed with the offering of the Bonds on the terms and in the manner contemplated by the Official Statement. 12. The Authority and the Consolidated Government agree to notify the Underwriter of any material adverse change in its business, properties or financial condition occurring before the Closing or within 90 days thereafter that would require a revision of the information in the Official Statement in order to make the representations set forth in Sections 7 and 8 hereof true and correct during such period. 13. (a) To the fullest extent permitted by applicable law, the Consolidated Government agrees to indemnify and hold harmless the Underwriter and the other persons described in subsection (b) below against any and all losses, damages, expenses (including reasonable legal and other fees and expenses), liabilities or claims (or actions in respect thereof), joint or several, to which the Underwriter or the other persons described in subsHFWLRQEEHORZWKH³,QGHPQLILHG3DUWLHV´PD\EHFRPHVXEMHFWXQGHU any federal or state securities laws or other statutory law or at common law or otherwise, caused by or arising out of or based upon (i) any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in the Preliminary Official Statement or the Official Statement, or caused by any omission or alleged omission from the Preliminary Official Statement or the Official Statement of any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading or (ii) the failure to register the Bonds under the 1933 Act or any state securities laws or the failure to qualify the Bond Resolution under the TIA. Notwithstanding the foregoing, however, the Consolidated Government shall not be required to indemnify or hold harmless the Indemnified Parties against any losses, damages, expenses, liabilities or claims arising from the gross negligence or willful misconduct of the party seeking such indemnity. Attachment number 4Page 12 of 20 13 (b) To the fullest extent permitted by applicable law, the indemnity provided under this Section 13 shall extend upon the same terms and conditions to each officer, director, employee, agent or attorney of the Underwriter, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act. Such indemnity shall also extend, without limitation and to the fullest extent permitted by applicable law, to any and all expenses whatsoever reasonably incurred by any Indemnified Party in connection with investigating, preparing for or defending against, or providing evidence, producing documents or taking any other reasonable action in respect of, any such loss, damage, expense, liability or claim (or action in respect thereof), whether or not resulting in any liability, and shall include, to the fullest extent permitted by applicable law, any loss to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever as set forth herein if such settlement is effected with the written consent of the Consolidated Government. (c) Within a reasonable time after an Indemnified Party under paragraphs (a) and (b) of this Section 13 shall have become aware of a written threat of such action or shall have been served with the summons or other first legal process or shall have received written notice of the threat of a claim in respect of which an indemnity may be claimed, such Indemnified Party shall, if a claim for indemnity in respect thereof is to be made against the Consolidated Government under this Section 13, notify the Consolidated Government in writing of the commencement thereof. The Consolidated Government shall be entitled to participate at its own expense in the defense, and if the Consolidated Government so elects within a reasonable time after receipt of such notice, or all Indemnified Parties seeking indemnification in such notice so direct, the Consolidated Government shall assume the defense of any suit brought to enforce any such claim, and in either such case, such defense shall be conducted by counsel chosen promptly by the Consolidated Government and reasonably satisfactory to the Indemnified Party; provided however, that, if the defendants in any such action include such an Indemnified Party, the Consolidated Government, or include more than one Indemnified Party and any such Indemnified Party shall have been advised by its counsel that there may be legal defenses available to such Indemnified Party that are different from or additional to those available to the Consolidated Government or another defendant Indemnified Party, and that in the reasonable opinion of such counsel are sufficient to make it undesirable for the same counsel to represent such Indemnified Party, the Consolidated Government, or another defendant Indemnified Party, such Indemnified Party shall have the right to employ separate counsel in such action (and the Consolidated Government shall not be entitled to assume the defense thereof on behalf of such Indemnified Party), and in such event the reasonable fees and expenses of such counsel shall be borne by the Consolidated Government to the fullest extent permitted by applicable law. Nothing contained in this paragraph (c) shall preclude any Indemnified Party, at its own expense, from retaining additional counsel to represent such party in any action with respect to which indemnity may be sought from the Consolidated Government hereunder. (d) If the indemnification provided for in paragraphs (a) and (b) of this Section 13 is unavailable to or insufficient to hold harmless and indemnify any Attachment number 4Page 13 of 20 14 Indemnified Party in respect of any losses, damages, expenses, liabilities, or claims (or actions in respect thereof) referred to therein, then the Consolidated Government, on the one hand, to the fullest extent permitted by applicable law, and the Underwriter, on the other hand, shall contribute to the amount paid or payable by the Indemnified Party as a result of such losses, claims, damages, expenses, actions or liabilities in such proportion as is appropriate to reflect the relative benefits received by the Consolidated Government on the one hand and the Underwriter, on the other hand, from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then the Consolidated Government, to the fullest extent permitted by applicable law, on the one hand and the Underwriter on the other hand, shall contribute to such amount paid or payable by the Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Consolidated Government on the one hand and the Underwriter on the other in connection with the statements or omissions that resulted in such losses, claims, damages, expenses, actions or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Consolidated Government on the one hand and the Underwriter on the other hand shall be deemed to be in such proportion so that the Underwriter is responsible for that portion represented by the percentage that the fee payable to the Underwriter hereunder bears to the aggregate public offering price as described above, and the Consolidated Government is responsible for the balance to the fullest extent permitted by applicable law. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Consolidated Government on the one hand and the 8QGHUZULWHURQWKHRWKHUKDQGDQGWKHSDUWLHV¶UHODWLYHLQWHQWNQRZOHGJHDFFHVVWR information and opportunity to correct or prevent such statement or omission. The Consolidated Government and the Underwriter each agree that it would not be just and equitable if contribution pursuant to subsection (d) of this Section were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above in subsection (d) of this Section. The amount paid or payable by an Indemnified Party as a result of the losses, damages, expenses, liabilities, claims or actions referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. 14. The indemnity and contribution provided by Section 13 hereof shall be in addition to any other liability that the Consolidated Government may otherwise have hereunder, at common law or otherwise, and is provided solely for the benefit of the Authority, the Underwriter and each other Indemnified Party, and their respective successors, assigns and legal representatives, and no other person shall acquire or have any right under or by virtue of such provisions of this Purchase Agreement. The indemnity and contribution provided by Section 13 hereof shall survive the termination or performance of this Purchase Agreement. Attachment number 4Page 14 of 20 15 15. All representations, warranties and agreements of the Authority and the Consolidated Government set forth in or made pursuant to this Purchase Agreement, other than to the extent known to the Underwriter on the date hereof, shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Bonds. 16. 7KH³FRVWVRILVVXDQFH´DUHthe Authority¶Vand the Consolidated Government¶V expenses and shall be paid from the proceeds of the Bonds. Costs of issuance shall mean all costs of issuing and offering the Bonds including, but not limited to the following: (i) the cost of the preparation, reproduction, printing, distribution, mailing, execution, delivery, filing and recording, as the case may be, of this Purchase Agreement, the Disclosure Certificate, the Bond Resolution, the Agreement, the Preliminary Official Statement, the Official Statement, and all other agreements and documents required in connection with the consummation of the transactions contemplated hereby; (ii) the cost of the preparation, engraving, printing, execution and delivery of the definitive Bonds; (iii) the fees and disbursements of Bond Counsel, Counsel for the Authority, Counsel to the Consolidated Government, Disclosure Counsel and any other experts retained by the Authority or the Consolidated Government, including but not limited to auditors, developers, engineers and architects; (iv) the initial or acceptance fee of the paying agent fees and other funds custodian fees; (v) the fee for rating the Bonds; (vi) the cost of qualifying the Bonds and determining their eligibility for investment under the laws of such jurisdictions as the Underwriter may designate, including filing fees and fees and disbursements of Disclosure Counsel in connection with such qualification and determination; (vii) the cost of validation of the Bonds; (ix) the cost of preparing and publishing all advertisements relating to the Bonds upon commencement of the offering of the Bonds; and (x) the cost of travel. 17. This Purchase Agreement shall, to the fullest extent permitted by applicable law, inure to the benefit of the Authority, the Consolidated Government, the Underwriter and each of their respective successors and assigns, and be binding upon the Authority, the Consolidated Government, the Underwriter, and the successors and assigns of the Underwriter. Nothing in this Purchase Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, and the persons entitled to indemnity and contribution under Section 13 hereof, and their respective successors, assigns and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Purchase Agreement or any provision herein contained. This Purchase Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors and assigns, and the persons entitled to indemnity and contribution under Section 13 hereof, and their respective successors, assigns and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser who purchases the Bonds from the Underwriter or other person or entity shall be deemed to be a successor merely by reason of such purchase. Any notice or other communication to be given to the Authority under this Purchase Agreement may be given by delivering the same in writing to the following address: Augusta-Richmond County Coliseum Authority, 601 Seventh Street, Augusta, Georgia 30901, Attn: Chairperson, and any notice or other communication to be given to the Consolidated Government under this Purchase Agreement may be given by delivering the same in writing to the following address: Augusta, Georgia, Office of the Administrator, 530 Greene Street Augusta, Georgia 30901- Attachment number 4Page 15 of 20 16 4480, Attn: Administrator, with a copy to Law Department, Augusta, Georgia, 701 Greene Street, Suite 302, Augusta, Georgia 30901-2383. 18. This Purchase Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia. 19. This Purchase Agreement may be signed in any number of counterparts, each of which shall be an original, but all of which shall constitute but one and the same instrument. 20. This Purchase Agreement shall become effective upon your acceptance hereof. Attachment number 4Page 16 of 20 17 Very truly yours, ROBERT W. BAIRD & CO., INC By: Title: (Signature page to Bond Purchase Agreement) Attachment number 4Page 17 of 20 18 Accepted and agreed to as of the date first above written: AUGUSTA-RICHMOND COUNTY COLISEUM AUTHORITY By: Chairman (Signature page to Bond Purchase Agreement) Attachment number 4Page 18 of 20 19 Accepted and agreed to as of the date first above written: AUGUSTA, GEORGIA By: Mayor (Signature page to Bond Purchase Agreement) Attachment number 4Page 19 of 20 SCHEDULE I TERMS OF BONDS MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND PRICES Maturity Date Principal Amount Interest Rate Yield Price Attachment number 4Page 20 of 20