HomeMy WebLinkAbout2021-07-14 Meeting AgendaFinance Committee Meeting Commission Chamber- 7/14/2021- 1:10 PM
FINANCE
1.Motion to approve $30,000 allocation to support ARC
redistricting process. (Approved by the Redistricting
Subcommittee June 16, 2021)
Attachments
2.Motion to approve funding of operating, capital & encumbrance
carryovers. Attachments
3.Motion to approve resolution authorizing the execution of an
Intergovernmental Service Agreement between Augusta and the
Augusta Coliseum Authority in connection with the New James
Brown Arena Project.
Attachments
4.Motion to approve the minutes of the Finance Committee held on
June 8, 2021.Attachments
5.Motion to approve resolution calling for an election on
November 2, 2021 for the determination by the voters whether
Augusta should issue up to $240,000,000 in general obligation
bonds for the New James Brown Arena Project.
Attachments
www.augustaga.gov
Finance Committee Meeting
7/14/2021 1:10 PM
Allocation of $30,000 to support redistricting initiative.
Department:Augusta Commission
Presenter:Redistricting Subcommittee Chair Commissioner Frantom
Caption:Motion to approve $30,000 allocation to support ARC
redistricting process. (Approved by the Redistricting
Subcommittee June 16, 2021)
Background:The Redistricting Subcommittee approved the $30,000 budget
recommendation of the BOE Director Lynn Bailey to support
the group's initiative including setting up of work stations,
consultant services if needed and allowing Information
Technology Department to purchase appropriate
computer software for the initiative.
Analysis:ARC to provide administrative staff infrastructure to the BOE to
help with the process.
Financial Impact:Identify funding source.
Alternatives:
Recommendation:Approve
Funds are
Available in the
Following
Accounts:
$30,000
REVIEWED AND APPROVED BY:
Cover Memo
Item # 1
Cover Memo
Item # 1
Finance Committee Meeting
7/14/2021 1:10 PM
Approve funding of operating, capital & encumbrance carryovers
Department:Finance
Presenter:Donna B. Williams, CGFM
Caption:Motion to approve funding of operating, capital & encumbrance
carryovers.
Background:Operational appropriations are encumbered as a result of
purchase orders, contracts or other forms of legal commitments.
Encumbrances outstanding at year end are reported as a
reservation of fund balance. Operational appropriations lapse at
year end while capital projects typically extend over several
years and may require a budget amendment; however,
reappropriations of amounts to cover significant encumbrances
are made by the Commission during the subsequent fiscal year
as an amendment to the budget.
Analysis:Several projects, programs and large contracts for services were
approved and awarded in 2020. The funding for the contracts
was appropriated in 2020. In accordance with budgetary policy,
commission approval is required to carry over funding from
prior years. Approval will allow the programs to continue
without any disruption of service.
Financial Impact:Funding is available in related funds' fund balance.
Alternatives:Require use of current year's funding
Recommendation:Approve use of fund balance for carryovers
Funds are
Available in the
Following
Accounts:
101-00-0000/39-52110 $510,360; 272-00-0000/39-52110
$5,082,980; 542-00-0000/39-52110 $245,380; 581-00-0000/39-
52110 $1,417,480 Cover Memo
Item # 2
REVIEWED AND APPROVED BY:
Cover Memo
Item # 2
Fund Org Key Object Description Department
Carryover
Amount
Requested
Encumbrance
Carryover
(3951110)
Operating/Capital
Carryover
(3951120)Total Notes
101 101-10-1110 60-11140 Disparity Study Contingency - New Programs 402,610 402,610 402,610 Initially approved by Commission in 2016 with additional funding approved 8/7/19
101-10-1110 60-11145 Election Expense Contingency - Special Elections 107,750 107,750 107,750 Set aside for election expenses
101 General Fund Total 510,360 510,360 510,360
272 272-01-3210 52-12119 Misc Professional Administrator 140,300 25,000 25,000 Discretionary
272-01-4110 53-16210 Noncapitalized Equipment Board of Elections 274,040 12,510 261,530 274,040 2020 Voting Equipment
272-01-5110 52-11110 Management Consultants Finance 24,230 24,230 24,230
272-01-5410 54-24910 Other Computer Systems Information Technology 159,990 85,410 74,580 159,990 Laptop replacements, Admin Open Records System, NCIC Message Switch Upgrade, Core
Infrastructure Capital Lease, Wi-Fi for Recreation
272-01-5710 54-24320 Software Tax Assessor 196,490 70,530 125,960 196,490 2020 Pictometry Contract; P402133 Pictometry International Corp
272-01-6210 54-25310 Other Central Services 254,830 48,380 206,450 254,830 Demolish Old PD trailers, Ezekiel Harris House Renovations, CS Access Control Gate, HVAC
Replacements, Verdin Master Clock Controller
272-01-6410 58-22110 Capital Leases-Obligated Procurement/Print Shop 10,890 2,150 8,740 10,890 Existing Lease; P368556 Pitney Bowes
272-01-6440 54-22210 Trucks, All Sizes Fleet Management 238,620 238,620 238,620 Purchase Orders related to Vehicles and Trucks
272-03-2110 54-26120 Safety Equipment Sheriff 36,890 36,890 36,890 P402376 Badge Pass Inc; P402808 Smith's Addressing Machine Service
272-03-9110 54-12110 Site Improvements Animal Services 19,950 450 19,500 19,950 Kennel Upgrades, Sanitation Equipment; P400062 Maner Builders Supply
272-04-1110 52-23110 Repairs & Maintenance Hwys & Streets Administration 91,000 50,000 50,000 Guardrails
272-05-4312 54-13120 Building Renovations DFACS Lease/Renovations 2,876,990 2,876,990 2,876,990 2KM Architects Inc. On going DFACS Renovations
272-06-1110 54-25310 Other Recreation Administration 18,500 590 17,910 18,500 Augusta Aquatic Center Renovations, Light Replacement @ Lake Olmstead, Bernie Ward
Renovations, Fencing at various parks, McDuffie Woods R&M
272-06-1122 54-12110 Site Improvements Recreation General Shop 27,450 27,450 27,450
272-06-1313 52-12115 Engineering Recreation Bernie Ward Center 11,200 11,200 11,200 18REC416 Johnson Laschober and Associates
272-06-1325 52-23111 R&M Contract - Building Recreation Jamestown Center 35,000 35,000 35,000 Roof Replacement
272-06-1451 53-19110 General Repairs & Maintenance Augusta Golf Course 5,620 5,620 5,620
272-06-5110 54-13120 Building Renovations Library Administration 16,340 16,340 16,340 Wallace Branch Renovations
272-06-5112 54-13120 Building Renovations Appleby Branch Library 315,000 35,800 279,200 315,000 Appleby Branch Renovations; 20CSS016 Studio 3 Design Group
272-07-5511 54-12120 Rehab/Renov Landscaping DDA-James Brown Phase III 475,450 475,450 475,450 GDOT Grant - James Brown Boulevard
272-07-1311 54-26110 Communications Equipment Forestry 10,500 10,310 190 10,500 P402652 (2) Motorola Radios
272 Capital Fund Total 5,239,280 3,191,210 1,891,770 5,082,980
542 542-04-4110 54-22210 Trucks, All Sizes Garbage Collection 55,680 55,680 55,680 2020 BID process delayed due to COVID - BID awarded 10/21/20
Unreserved FB $17.2 million with ending balance for the fund $819,362
542-04-4110 54-22210 Trucks, All Sizes Garbage Collection 189,700 189,700 189,700 P391807 approved 12/8/20 Mack Granite 64 Grapple Truck, bid item #19-283
542 Garbage Collection Total 245,380 189,700 55,680 245,380
Recommended
2021
Augusta Richmond County
Operating/Encumbrance Carryover Requests
Attachment number 1 \nPage 1 of 2
Item # 2
Fund Org Key Object Description Department
Carryover
Amount
Requested
Encumbrance
Carryover
(3951110)
Operating/Capital
Carryover
(3951120)Total Notes
Recommended
2021
Augusta Richmond County
Operating/Encumbrance Carryover Requests
581 581-04-4320 52-11120 Contractual Services Stormwater Utilities 1,103,792 1,103,790 1,103,790 ROW mowing / Pond maintenance / On Call Drainage maintenance / Streambank Stabilization /
Vac-Con Drainage Services
52-11110 Management Consultants 243,533 222,530 222,530 P230614 Consulting Services involving Impervious areas
52-12115 Engineering 79,110 74,360 74,360 Stormwater Drainage Studies
53-11816 Program Supplies 16,800 16,800 16,800 P367372 Phinizy Center 31h supplies
581 Stormwater Utilities Total 1,443,235 1,417,480 1,417,480
Attachment number 1 \nPage 2 of 2
Item # 2
Finance Committee Meeting
7/14/2021 1:10 PM
Intergovernmental Agreemetn With Augusta Coliseum Authority
Department:Finance / Administration
Presenter:
Caption:Motion to approve resolution authorizing the execution of an
Intergovernmental Service Agreement between Augusta and the
Augusta Coliseum Authority in connection with the New James
Brown Arena Project.
Background:The Coliseum Authority has begun the design of and planning
for a new James Brown Arena and renovations to the Bell
Auditorium (collectively the New James Brown Arena
Project). To continue the design and planning process, the
Coliseum Authority needs funding until a referendum can be
held. The Intergovernmental Service Agreement provides for
the payment by Augusta of debt service for $15,000,000 of
bonds to be issued by the Coliseum Authority to continue the
Project. The debt service payments will be made from the
SPLOST allocation for the New James Brown Arena Project
approved in March 2021. The resolution also authorizes the
Mayor to execute any necessary documents in connection with
the bond issue previously approved by counsel.
Analysis:Interim funding will allow the design phase of the New James
Brown Arena Project to continue without delay. SPLOST 8
collections will not begin until 2022.
Financial Impact:Funding will be provided from SPLOST 8 collections.
Alternatives:Not authorize the execution of the agreement and stop work on
the project.
Recommendation:Approve resolution
Funds are
Available in the
SPLOST 8
Cover Memo
Item # 3
Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 3
59566823.v2
AUTHORIZING RESOLUTION
WHEREAS, the Augusta-Richmond County Coliseum Authority (the “Authority”)
currently operates an existing multi-use coliseum and civic center type facility, known as the
“Augusta Entertainment Complex,” consisting of the James Brown Arena, the William B. Bell
Auditorium, exhibition space, and meeting rooms (as it now exists and as it may be hereafter
added to, extended, improved, and equipped, the “Coliseum”), located in Augusta, Georgia; and
WHEREAS, the Authority has completed the initial phases for planning and
development of a replacement facility for all or part of the Coliseum, which included project
planning, feasibility analysis, and schematic design, and the Authority is now undertaking the
next phase for such planning and development, consisting generally, without limitation, of
architectural and engineering services, project and design management services, pre-construction
services, and initial site work (the “2021 Project”); and
WHEREAS, on January 21, 2021, the Authority issued its revenue bond known as
“Augusta-Richmond County Coliseum Authority Revenue Bond (Augusta Entertainment
Complex Project), Series 2021,” in the original principal amount of $10,945,000, for the purpose
of, among other things, obtaining funds to finance a portion of the costs the 2021 Project; and
WHEREAS, the Authority now proposes to issue, sell, and deliver its revenue bond to be
known as “Augusta-Richmond County Coliseum Authority Revenue Bond (Augusta
Entertainment Complex Project), Series 2021A,” in the original principal amount of $15,230,000
(the “Bond”), for the purpose of obtaining additional funds needed to finance the 2021 Project,
and to pay related costs and necessary expenses incidental thereto; and
WHEREAS, Article IX, Section III, Paragraph I of the Constitution of the State of
Georgia of 1983 authorizes Augusta, Georgia (the “Consolidated Government”) 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
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
amusement purposes, together with facilities or buildings used for any combination of the above;
and
WHEREAS, in consideration for the Authority’s continued operation of the Coliseum
for the use and benefit of the residents of the Consolidated Government, the Consolidated
Government proposes to enter into an Intergovernmental Service Agreement (the “Service
Agreement”), to be dated as of the first day of the month of its execution and delivery, 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 the principal of, premium, if any, and
interest on the Bond 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
Attachment number 1 \nPage 1 of 4
Item # 3
-2-
59566823.v2
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), or
within such greater millage as may hereafter be prescribed by applicable law, as may be
necessary to produce in each year revenues that are sufficient to fulfill the Consolidated
Government’s obligations under the Contract; and
WHEREAS, the Authority will sell the Bond at private sale to South State Bank, N.A.
(the “Bond Buyer”), pursuant to a Bond Purchase Agreement, to be dated the date of its
execution and delivery, between the Authority and the Bond Buyer; and
WHEREAS, pursuant to the terms of an Assignment and Security Agreement, to be
dated as of the first day of the month of its execution and delivery, between the Authority and the
Bond Buyer, the Authority will pledge the amounts received from the Consolidated Government
under the Contract as security for payment of the Bond; and
WHEREAS, after careful study and investigation, the Consolidated Government desires
to enter into the Contract;
NOW, THEREFORE, BE IT RESOLVED by the Augusta-Richmond County
Commission (the “Commission”) as follows:
1. The form, terms, and conditions and the execution, delivery, and performance of the
Contract, which has been filed with the Consolidated Government, are hereby approved and
authorized. The Contract shall be in substantially the form submitted to the Commission with
such changes, corrections, deletions, insertions, variations, additions, or omissions as may be
approved by the General Counsel of the Consolidated Government, whose approval thereof shall
be conclusively evidenced by the execution of the Contract.
2. The Mayor of the Consolidated Government is hereby authorized and directed to
execute on behalf of the Consolidated Government the Contract, 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 effectiveness thereof, and the
Mayor and Clerk of Commission of the Consolidated Government are authorized and directed to
deliver the Contract on behalf of the Consolidated Government to the other party thereto, and to
execute and deliver all such other contracts, instruments, documents, affidavits, or certificates
(including, without limitation, in connection with the validation of the Bond in the manner
provided by law) and to do and perform all such things and acts as each shall deem necessary or
appropriate in furtherance of the issuance of the Bond and the carrying out of the transactions
authorized by this Resolution or contemplated by the instruments and documents referred to in
this Resolution. In the absence of the Mayor, the Mayor Pro Tempore may take any action, or
execute and deliver any document, agreement, or other writing, which the Mayor is authorized to
execute and deliver pursuant to this Resolution. An Assistant or Deputy Clerk of Commission
may attest any execution of any document, agreement, or writing by the Mayor or the Mayor Pro
Attachment number 1 \nPage 2 of 4
Item # 3
-3-
59566823.v2
Tempore, in the same manner as the Clerk of Commission would be authorized to attest any such
execution.
3. 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 2021.
(SEAL)
AUGUSTA, GEORGIA
By:
Mayor
Attest:
Clerk of Commission
Attachment number 1 \nPage 3 of 4
Item # 3
59566823.v2
CLERK OF COMMISSION’S CERTIFICATE
I, LENA J. BONNER, the duly appointed, qualified, and acting Clerk of Commission of
Augusta, Georgia (the “Consolidated Government”), DO HEREBY CERTIFY that the
foregoing pages of typewritten matter constitute a true and correct copy of a resolution adopted
on July 20, 2021, by the Augusta-Richmond County Commission (the “Commission”) 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 2021.
(SEAL)
Clerk of Commission
Attachment number 1 \nPage 4 of 4
Item # 3
59566788.v2
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, 2021
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 ASSIGNED AND ARE
THE SUBJECT OF A GRANT OF A SECURITY INTEREST TO SOUTH STATE BANK,
N.A., UNDER AN ASSIGNMENT AND SECURITY AGREEMENT DATED THE DATE
HEREOF.
Attachment number 2 \nPage 1 of 35
Item # 3
(i)
59566788.v2
INTERGOVERNMENTAL SERVICE AGREEMENT
TABLE OF CONTENTS
(This Table of Contents is not a part of this Agreement
and is only for convenience of reference.)
Page
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION.............................................................................................. 1
Section 1.01. Definitions ................................................................................................. 1
Section 1.02. Construction of Certain Terms............................................................... 4
Section 1.03. Table of Contents; Titles and Headings ................................................. 5
Section 1.04. Contents of Certificates or Opinions ...................................................... 5
ARTICLE II REPRESENTATIONS AND UNDERTAKINGS ....................................... 7
Section 2.01. Representations by the Authority ........................................................... 7
Section 2.02. Representations by the Consolidated Government .............................. 9
Section 2.03. Reliance by Bondholder ........................................................................ 12
ARTICLE III THE COLISEUM; SECURITY ................................................................. 13
Section 3.01. The Coliseum .......................................................................................... 13
Section 3.02. Security for Payments under this Agreement ..................................... 13
Section 3.03. Security for the Bond; Perfection ......................................................... 16
ARTICLE IV THE 2021 PROJECT; ISSUANCE OF THE BOND; PROJECT
FUND ............................................................................................................ 17
Section 4.01. Agreement to Undertake the 2021 Project .......................................... 17
Section 4.02. Agreement to Issue the Bond; Application of Proceeds ..................... 17
Section 4.03. Application of Moneys in the Project Fund ......................................... 17
Section 4.04. Disbursements from the Project Fund ................................................. 17
Section 4.05. Obligation of the Parties to Cooperate in Furnishing Documents;
Reliance of the Depository..................................................................... 18
Section 4.06. Authorized Consolidated Government and Authority
Representatives and Successors ............................................................ 18
Section 4.07. Investment of Project Fund ................................................................... 18
ARTICLE V TERM; AUTHORITY OWNERSHIP OF PROJECT; NATURE OF
OBLIGATIONS OF CONSOLIDATED GOVERNMENT..................... 19
Section 5.01. Term of Agreement ................................................................................ 19
Section 5.02. Consolidated Government’s Payment Obligations ............................. 19
Section 5.03. Place of Payments .................................................................................. 20
Section 5.04. Nature of Obligations of Consolidated Government Hereunder ...... 20
ARTICLE VI ADDITIONAL COVENANTS ................................................................... 22
Section 6.01. Indemnity ................................................................................................ 22
Section 6.02. Financial Statements .............................................................................. 22
Attachment number 2 \nPage 2 of 35
Item # 3
Page
(ii)
59566788.v2
Section 6.03. Special Investment Covenants .............................................................. 22
Section 6.04. Calculation and Payment of Rebate Amount ...................................... 22
Section 6.05. Tax Covenants ........................................................................................ 23
ARTICLE VII ASSIGNMENT; PREPAYMENTS ............................................................ 24
Section 7.01. No Assignment by Consolidated Government .................................... 24
Section 7.02. Redemption of Bond .............................................................................. 24
Section 7.03. Prepayment ............................................................................................. 24
Section 7.04. Option to Prepay and Redeem the Bond at Prior Optional
Redemption Dates .................................................................................. 24
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES ............................................. 25
Section 8.01. Events of Default Defined ...................................................................... 25
Section 8.02. Remedies on Default .............................................................................. 26
Section 8.03. No Remedy Exclusive ............................................................................ 26
Section 8.04. Agreement to Pay Fees and Expenses .................................................. 26
Section 8.05. Waiver of Events of Default .................................................................. 26
ARTICLE IX MISCELLANEOUS .................................................................................... 28
Section 9.01. Notices ..................................................................................................... 28
Section 9.02. Construction and Binding Effect .......................................................... 29
Section 9.03. Severability ............................................................................................. 29
Section 9.04. Amounts Remaining in Funds .............................................................. 29
Section 9.05. Amendments, Changes, and Modifications ......................................... 29
Section 9.06. Execution of Counterparts .................................................................... 29
Section 9.07. Law Governing Construction of this Agreement ................................ 29
Section 9.08. Immunity of Officials, Officers, and Employees of Authority and
Consolidated Government..................................................................... 29
SIGNATURES AND SEALS .................................................................................................... 31
EXHIBIT A - DOCUMENTATION PURSUANT TO SECTION 2.02(J) ....................... A-1
Attachment number 2 \nPage 3 of 35
Item # 3
59566788.v2
INTERGOVERNMENTAL SERVICE AGREEMENT
This INTERGOVERNMENTAL SERVICE AGREEMENT, dated as of August 1,
2021, by and between the Augusta-Richmond County Coliseum Authority (the “Authority”), a
public corporation created and existing under the laws of the State of Georgia, and Augusta,
Georgia (the “Consolidated Government”), a 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 and the Consolidated Government are authorized under the
Constitution and statutes of the State of Georgia to enter into this 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:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01. Definitions. Certain words and terms used in this 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 Agreement:
“Act” means an Act of the General Assembly of the State of Georgia entitled the
“Augusta-Richmond County Coliseum Authority Act” (1973 Ga. Laws 3042 to 3059, 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, 2009 Ga. Laws
3873 to 3877, inclusive, and 2012 Ga. Laws 5205 to 5206, inclusive), as the same may be from
time to time supplemented and amended.
“Additional Contract” 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.
“Agreement” 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.
“Assignment” means the Assignment and Security Agreement, dated the date hereof,
between the Authority and the Bond Buyer, under the terms of which the Authority assigned and
Attachment number 2 \nPage 4 of 35
Item # 3
-2-
59566788.v2
pledged, and granted a first priority security interest in, its right, title, and interest in this
Agreement (except Unassigned Rights) to the Bond Buyer, as security for the payment of
principal of, premium, if any, and interest on the Bond. The term Assignment shall include any
amendments or supplements thereto.
“Authority” 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.
“Authorized Authority Representative” means the person at the time designated to act
on behalf of the Authority by written certificate furnished to the Consolidated Government and
the Depository, containing the specimen signature of such person and signed on behalf of the
Authority by the Chairman or Vice Chairman of its Governing Body. Such certificate or any
subsequent or supplemental certificate so executed may designate an alternate or alternates.
“Authorized Consolidated Government Representative” means the person at the time
designated to act on behalf of the Consolidated Government by written certificate furnished to
the Authority and the Depository, containing the specimen signature of such person and signed
on behalf of the Consolidated Government by its Mayor. Such certificate or any subsequent or
supplemental certificate so executed may designate an alternate or alternates.
“Bond” means the revenue bond designated “Augusta-Richmond County Coliseum
Authority Revenue Bond (Augusta Entertainment Complex Project), Series 2021A,” dated the
date of its delivery, in the original principal amount of $15,230,000, to be issued pursuant to the
Bond Purchase Agreement, and any bond issued in substitution or exchange therefor.
“Bond Buyer” means South State Bank, N.A., Augusta, Georgia, and its successors and
assigns.
“Bond Documents” means, collectively, this Agreement, the Assignment, the Bond, and
the Bond Purchase Agreement.
“Bond Purchase Agreement” means the Bond Purchase Agreement, dated the date of
its execution and delivery, between the Authority and the Bond Buyer, under the terms of which
the Authority agreed to issue and sell the Bond to the Bond Buyer and the Bond Buyer agreed to
purchase the Bond from the Authority. The term Bond Purchase Agreement shall include any
amendments or supplements thereto.
“Bond Resolution” means the resolution or resolutions adopted by the Governing Body
of the Authority authorizing the issuance and sale of the Bond and the security therefor.
“Bondholder” means the Person in whose name the Bond is registered on the bond
registration books kept and maintained by the Authority.
“Code” means the Internal Revenue Code of 1986, as amended.
“Coliseum” means the existing multi-use coliseum and civic center type facility, known
as the “Augusta Entertainment Complex,” consisting of the James Brown Arena, the William B.
Attachment number 2 \nPage 5 of 35
Item # 3
-3-
59566788.v2
Bell Auditorium, exhibition space, and meeting rooms, as it now exists and as it may be hereafter
added to, extended, improved, and equipped.
“Consolidated Government” 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.
“Constitutional Amendment” 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).
“Contracts” means this Agreement, the Prior Contracts, and all Additional Contracts.
“Depository” means initially South State Bank, 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 Depository shall at all
times be a commercial bank.
“Event of Default” means any event specified in Section 8.01 of this Agreement.
“Fiscal Year” 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.
“Governing Body” means, in the case of the Authority, its members and, in the case of
the Consolidated Government, the Augusta-Richmond County Commission.
“Permitted Investments” means the obligations in which the Authority is permitted to
invest proceeds of the Bond pursuant to applicable law.
“Person” means natural persons, firms, joint ventures, associations, trusts, partnerships,
corporations, limited liability companies, and public bodies.
“Prior Contracts” means, collectively, the Intergovernmental Contract, dated as of
December 7, 2010, between the Solid Waste Management Authority of Augusta and the
Consolidated Government; the Intergovernmental Agreement, dated as of August 1, 2014,
between the Urban Redevelopment Agency of Augusta and the Consolidated Government; the
Agreement of Sale, dated as of July 1, 2017, as amended by the First Amendment to Agreement
of Sale, dated as of July 1, 2018, between the Urban Redevelopment Agency of Augusta and the
Consolidated Government; the Intergovernmental Redevelopment Agreement, dated as of May
1, 2018, between the Urban Redevelopment Agency of Augusta and the Consolidated
Government; the Intergovernmental Service Agreement, dated as of September 1, 2020, between
the Urban Redevelopment Agency of Augusta and the Consolidated Government; the
Intergovernmental Service Agreement, dated as of January 1, 2021, between the Authority and
the Consolidated Government; and the Agreement of Sale, dated as of January 1, 2021, between
Attachment number 2 \nPage 6 of 35
Item # 3
-4-
59566788.v2
the Authority and the Consolidated Government, as the same may be supplemented and amended
from time to time in accordance with the provisions thereof.
“Project Fund” means the Project Fund created in Section 5.1 of the Bond Purchase
Agreement and referred to herein.
“Rebate Amount” means the rebatable arbitrage in connection with the Bond, which is
payable to the United States Treasury pursuant to Section 148(f) of the Code and any
Regulations proposed or promulgated in connection therewith.
“Rebate Calculator” means any nationally recognized bond counsel, nationally
recognized firm of certified public accountants, or other firm acceptable to the Bondholder,
which is expert in making the calculations required by Section 148(f) of the Code, appointed by
the Consolidated Government pursuant to Section 6.04 hereof to make the calculations required
by Section 148(f) of the Code and any Regulations proposed or promulgated in connection
therewith.
“Regulations” means the Treasury Regulations promulgated under and pursuant to the
Code.
“Revenue Bond Law” means Article 3 of Chapter 82 of Title 36 of the Official Code of
Georgia Annotated, entitled the “Revenue Bond Law,” as amended.
“State” means the State of Georgia.
“2021 Project” means the planning and development of a new multi-use coliseum and
civic center type facility to replace all or part of the Coliseum, consisting generally, without
limitation, of architectural and engineering services, project and design management services,
pre-construction services, and initial site work, to be financed with proceeds of the Bond.
“Unassigned Rights” means all of the rights of the Authority to receive reimbursements
and payments pursuant to Sections 5.03(b), 6.01, and 8.04 hereof, and to be held harmless and
indemnified pursuant to Section 6.01 hereof.
Section 1.02. Construction of Certain Terms. For all purposes of this 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) “This Agreement” means this instrument as originally 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) All references in this instrument to designated “Articles,” “Sections,” and
other subdivisions are to the designated Articles, Sections, and other subdivisions of this
Attachment number 2 \nPage 7 of 35
Item # 3
-5-
59566788.v2
instrument. The words “herein,” “hereof,” and “hereunder” and other words of similar
import refer to this 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 Agreement are solely for convenience of
reference, are not a part of this 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 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
required to be certified or opined under any provision of this Agreement, but different officials,
counsel, or accountants may certify or opine to different matters, respectively.
Attachment number 2 \nPage 8 of 35
Item # 3
-6-
59566788.v2
[End of Article I]
Attachment number 2 \nPage 9 of 35
Item # 3
-7-
59566788.v2
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 Bond
to finance the costs of the 2021 Project, (2) to undertake the 2021 Project, and (3) to enter into,
perform its obligations under, and exercise its rights under this Agreement, the Bond Purchase
Agreement, and the Assignment. The Act authorizes the Authority to issue negotiable revenue
bonds of the Authority for the purpose of paying all or any part of the cost of any one or more
“projects,” which 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 that 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 “undertaking,” which includes buildings 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 construct, erect, acquire, own, repair, remodel, maintain, add to, extend,
improve, equip, operate, and manage projects, (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, 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 2021 Project
constitute a “project” within the meaning of that term as defined in the Act, has found that the
2021 Project constitutes an “undertaking” within the meaning of that term as defined in the
Attachment number 2 \nPage 10 of 35
Item # 3
-8-
59566788.v2
Revenue Bond Law, and has found that the 2021 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 Agreement or which, in
any way, would adversely affect the validity or enforceability of the Bond, the Bond Purchase
Agreement, the Assignment, this Agreement, 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 this Agreement, the Bond, the Bond Purchase Agreement, and the Assignment 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 Governing Body of 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 and
appropriate official action on the part of the Governing Body of the Authority. This Agreement,
the Bond, the Bond Purchase Agreement, and the Assignment are the valid, legal, binding, and
enforceable obligations 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 Bond 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 this Agreement, the Bond Purchase
Agreement, and the Assignment or the consummation of any transaction therein contemplated, or
the offer, issue, sale, or delivery of the Bond, 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 Purchase Agreement 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
Attachment number 2 \nPage 11 of 35
Item # 3
-9-
59566788.v2
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.
(f) No Prior Pledge. Neither this 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 Assignment.
(g) Disclosure. The representations of the Authority contained in this Agreement and
any certificate, document, written statement, or other instrument furnished to the Bond Buyer 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 any transactions contemplated by
this Agreement, the Bond Purchase Agreement, and the Assignment, which has not been set
forth in writing to the Bond Buyer or in the certificates, documents, and instruments furnished to
the Bond Buyer by or on behalf of the Authority prior to the date of execution of this Agreement
in connection with the transactions contemplated hereby.
(h) Compliance with Conditions Precedent to the Issuance of the Bond. 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 Bond do exist, have happened, and have been
performed in due time, form, and manner as required by law; the issuance of the Bond, 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 Bond, as the same become due, have been
calculated to be sufficient in amount for that purpose.
(i) Coliseum Compliance. The Coliseum complies and 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.
(j) Authority’s Tax Certificate. The representations and warranties of the Authority
set forth in the Authority’s Tax Certificate, dated the date of issuance and delivery of the Bond,
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
Attachment number 2 \nPage 12 of 35
Item # 3
-10-
59566788.v2
under, and exercise its rights under this Agreement. Article IX, Section III, Paragraph I of the
Constitution of the State of Georgia of 1983 authorizes the Consolidated Government 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. 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 Agreement, or the
transactions contemplated by this Agreement or which, in any way, would adversely affect the
validity or enforceability of this 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 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 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 2 \nPage 13 of 35
Item # 3
-11-
59566788.v2
the Consolidated Government of its obligations under this Agreement or the offer, issue, sale, or
delivery by the Authority of the Bond, 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 Agreement or the consummation of any transaction
herein contemplated, or the offer, issue, sale, or delivery of the Bond, 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 to enter into
intergovernmental service agreements.
(h) Disclosure. The representations of the Consolidated Government contained in
this Agreement and any certificate, document, written statement, or other instrument furnished
by or on behalf of the Consolidated Government to the Authority or the Bond Buyer 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 Bond Buyer 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 2 \nPage 14 of 35
Item # 3
-12-
59566788.v2
Government to perform its obligations under this Agreement or any of the documents or
transactions contemplated hereby or thereby or any other transactions contemplated by this
Agreement, which has not been set forth in writing to the Bond Buyer or in the certificates,
documents, and instruments furnished to the Bond Buyer by or on behalf of the Consolidated
Government prior to the date of execution of this Agreement in connection with the transactions
contemplated hereby.
(i) Financial Statements. The balance sheet of the Consolidated Government as of
December 31, 2019, and the statement of revenues, expenditures, and changes in fund balance
and the statement of cash flow for the year ended December 31, 2019 (copies of which, audited
by Mauldin & Jenkins, LLC, independent certified public accountants, have been furnished to
the Bond Buyer) present fairly the financial position of the Consolidated Government as of
December 31, 2019, and the results of its operations and its cash flows for the year ended
December 31, 2019, with such exceptions as may be disclosed in the audit report. Since
December 31, 2019, 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 that 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’s obligations under
such contract or agreement, except for the Prior Contracts. The Consolidated Government has
obtained documentation evidencing that the conditions of the Prior Contracts have been satisfied,
in order to permit the Agency and the Consolidated Government to enter into this Agreement,
which documentation is attached to this Agreement as Exhibit A.
Section 2.03. Reliance by Bondholder. The Authority and the Consolidated
Government acknowledge and agree that these representations and warranties are made to induce
the Bond Buyer to purchase the Bond, and that such representations and warranties and any other
representations and warranties made by the Authority and the Consolidated Government in the
Bond Documents are made for the benefit of the Bondholder and may be relied upon by the
Bondholder and shall remain operative and in full force and effect (unless expressly waived in
writing by the Bond Buyer), regardless of any investigations made by the Bond Buyer or on its
behalf, and shall survive delivery of the Bond to the Bond Buyer.
[End of Article II]
Attachment number 2 \nPage 15 of 35
Item # 3
-13-
59566788.v2
ARTICLE III
THE COLISEUM; SECURITY
Section 3.01. The Coliseum. (a) The Authority hereby agrees during the term hereof to
operate the Coliseum as a multi-use coliseum and civic center type facility or otherwise as
directed by the Consolidated Government, 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 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 Agreement.
(b) The Authority agrees that it shall not (1) directly, indirectly, or beneficially sell,
convey, or otherwise dispose of any part of its interest in the Coliseum during the term of this
Agreement without the prior written consent of the Consolidated Government or except as
provided in subparagraph (c) of this Section 3.01 or otherwise permitted under this Agreement,
(2) permit any part of the Coliseum to become subject to any lease, mortgage, lien, claim of title,
encumbrance, security interest, conditional sale contract, title retention arrangement, finance
lease, servitude, easement, license, restriction, reservation, defect in or cloud on title, or other
charge of any kind without the prior written consent of the Consolidated Government, except as
permitted under this Agreement, and (3) assign, transfer, or hypothecate any payment then due or
to accrue in the future under any lease of the Coliseum, except as otherwise permitted in this
Agreement.
(c) Notwithstanding any other provision contained herein to the contrary, the
Authority agrees to sell, lease, or otherwise dispose of the Coliseum or any part of its interest
thereof or any of its interest therein, at the written request of the Consolidated Government, to
any third party designated by the Consolidated Government, and the Authority agrees to
cooperate with the Consolidated Government in furnishing all documents and taking all actions
that are required to effect such sale and purchase, lease, or other disposition. The Authority
agrees that the proceeds of any sale, lease, or other disposition of any portion of the Coliseum
shall be deposited or disposed of as directed by the Consolidated Government (including, if
directed by the Consolidated Government, transferred to the Consolidated Government). The
Consolidated Government agrees that the sale, lease, or other disposition of all or any portion of
the Coliseum or any interest therein shall not affect its obligations under this Agreement.
Section 3.02. Security for Payments under this Agreement. (a) As security for the
payments required to be made and the obligations required to be performed by the Consolidated
Government under this 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 such 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
Attachment number 2 \nPage 16 of 35
Item # 3
-14-
59566788.v2
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.
(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
Government’s obligations under this Agreement, from which revenues the Consolidated
Government agrees to appropriate sums sufficient to pay in full when due all of the Consolidated
Government’s obligations under this 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 Agreement, which
lien is superior to any that can hereafter be created, except that this lien shall be on a parity basis
with the lien on such revenues created by each of the Prior Contracts and 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 Agreement out of any funds lawfully available to it for such
purpose, from whatever source derived (including general funds).
(c) The Consolidated Government’s obligation to levy an annual ad valorem tax
within 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 Consolidated
Government’s payment obligations under this Agreement shall not be junior and subordinate, but
shall be superior or equal to the Consolidated Government’s obligation to levy an annual 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 Contracts 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
Attachment number 2 \nPage 17 of 35
Item # 3
-15-
59566788.v2
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 Bond is 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
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 Bond is 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.
Attachment number 2 \nPage 18 of 35
Item # 3
-16-
59566788.v2
Section 3.03. Security for the Bond; Perfection. Contemporaneously with the
issuance of the Bond, as security for the payment of the Bond, the Authority shall execute and
deliver the Assignment. The Consolidated Government hereby assents to the assignment and
grant of a first priority security interest made in the Assignment and hereby agrees that its
obligations to make all payments under this 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 Agreement, except for those arising out of
Unassigned Rights, shall be paid directly to the Bondholder for the account of the Authority.
The Bondholder 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 Bondholder, and the Bondholder is deemed to be and
is a third party beneficiary of the representations, covenants, and agreements of the Consolidated
Government herein contained.
Upon reasonable and timely written notice from the Bondholder as to the required form,
substance, timing, and place for filing, refiling, recording, or re-recording, or for taking
possession of any collateral, the Consolidated Government shall file, refile, record, or re-record
all financing statements, continuation statements, documents, and notices or deliver possession
of any instrument or cash necessary to perfect and maintain any lien or security interest created
by the Assignment for the benefit of the Bondholder as a first and preferred pledge, lien,
encumbrance, and security interest in and to the property encumbered thereby. The Authority
agrees that it will cooperate fully and will take any action required to assist the Consolidated
Government in meeting the provisions of this Section 3.03.
[End of Article III]
Attachment number 2 \nPage 19 of 35
Item # 3
-17-
59566788.v2
ARTICLE IV
THE 2021 PROJECT; ISSUANCE OF THE BOND; PROJECT FUND
Section 4.01. Agreement to Undertake the 2021 Project. The Authority agrees to
continue to undertake the 2021 Project in order to advance the planning and development of a
replacement facility for all or part of the Coliseum. The Authority agrees to continue to
undertake the 2021 Project as promptly as practicable and with all reasonable dispatch after the
date of issuance and sale of the Bond.
Section 4.02. Agreement to Issue the Bond; Application of Proceeds. In order to
provide funds to pay the costs of the 2021 Project, the Authority agrees that it shall execute and
deliver the Bond Purchase Agreement and sell and cause to be delivered to the Bond Buyer the
Bond in the original principal amount of $15,230,000 and shall thereupon apply the proceeds of
the sale of the Bond for the following purposes (but for no other purposes):
(a) payment of any costs and expenses of issuing the Bond; and
(b) all proceeds of the Bond remaining after application as provided in clause (a)
above to be deposited in the Project Fund to pay the costs of the 2021 Project.
Section 4.03. Application of Moneys in the Project Fund. The Authority shall in the
Bond Purchase Agreement authorize and direct the Depository to use the moneys in the Project
Fund for the following purposes (but for no other purposes):
(a) payment of any costs and expenses relating to the 2021 Project that would
constitute a “cost of project” permitted to be paid by the Authority under the Act; and
(b) all proceeds of the Bond remaining in the Project Fund after payment in full of all
the items set forth in clause (a), less amounts retained or set aside to meet costs not then due and
payable or that are being contested, shall be applied as prepayments under Section 7.03 hereof of
the amounts required to be paid under Section 5.02(a) hereof.
Section 4.04. Disbursements from the Project Fund. All disbursements from the
Project Fund shall be made upon draft or other demand for payment, 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 Depository:
(a) A requisition for such payment (the above-mentioned draft or other demand for
payment 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 Project Fund and has not been paid and
Attachment number 2 \nPage 20 of 35
Item # 3
-18-
59566788.v2
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) that the signers have no notice of any vendor’s, mechanic’s, or other 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.
Section 4.05. Obligation of the Parties to Cooperate in Furnishing Documents;
Reliance of the Depository. Upon payment of any expenses of the Authority incurred in
connection therewith pursuant to Section 5.02(b) hereof, the Authority agrees to cooperate with
the Consolidated Government in furnishing to the Depository the documents referred to in
Section 4.04 hereof that are required to effect payments out of the Project Fund, and the
Authority agrees to cause such orders to be directed to the Depository as may be necessary to
effect payments out of the Project Fund, in accordance with Section 4.04 hereof. Such obligation
of the Authority is subject to any provisions of the Bond Purchase Agreement requiring
additional documentation with respect to payments and shall not extend beyond the moneys in
the Project Fund available for payment under the terms of the Bond Purchase Agreement. In
making any such payment from the Project Fund, the Depository may rely on any such orders
and certifications delivered to it pursuant to Section 4.04 hereof.
Section 4.06. 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 Agreement, a successor shall
be appointed in the same manner.
Section 4.07. Investment of Project Fund. Subject to Section 5.3 of the Bond
Purchase Agreement, any moneys held as a part of the Project Fund shall be invested or
reinvested by the Depository at the written direction of the Authorized Consolidated Government
Representative in such Permitted Investments as may be designated by the Consolidated
Government. The Depository 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 Depository and shall be deemed at all
times a part of the Project Fund, and the interest accruing thereon and any profit realized
therefrom shall be credited to the Project Fund, and any losses resulting from such investments
shall be charged to the Project Fund and paid by the Consolidated Government.
[End of Article IV]
Attachment number 2 \nPage 21 of 35
Item # 3
-19-
59566788.v2
ARTICLE V
TERM; AUTHORITY OWNERSHIP OF PROJECT; NATURE OF
OBLIGATIONS OF CONSOLIDATED GOVERNMENT
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, 2027, subject to the
provisions of this Agreement permitting earlier termination (including particularly Article VII
hereof), or if all the payments and other amounts payable pursuant to Section 5.02 hereof have
not been paid or retired, until such date as such payment shall have been made; provided,
however, that the covenants and obligations expressed herein to so survive shall survive the
termination of this Agreement, but in no event shall the term of this Agreement exceed fifty (50)
years.
Section 5.02. Consolidated Government’s Payment Obligations.
(a) Until the principal of, premium, if any, and interest on the Bond shall have been
fully paid, the Consolidated Government shall pay to the Bondholder for the account of the
Authority, on or before April 1, 2022, and on or before each October 1 and April 1 thereafter, to
and including October 1, 2027, a sum equal to the amount payable on such date as principal of,
premium, if any, and interest on the Bond, as provided in the Bond Purchase Agreement. Each
payment under this Section due on an interest or principal payment date or redemption date until
the Bond is fully paid shall in all events be sufficient to pay the total amount of interest,
principal, redemption requirement, and premium, if any, payable on the Bond on the principal or
interest payment date or on the redemption date. Any payment not received by the Bondholder
when due shall continue as an obligation of the Consolidated Government until paid and shall
bear interest at the rate of interest on the Bond.
(b) The Consolidated Government agrees to pay all reasonable out-of-pocket costs
and expenses of the Authority incurred in connection with their negotiation, structuring,
documenting, and closing the Bond, including, without limitation, the reasonable fees and
disbursements of counsel for the Authority and Bond Counsel. The Consolidated Government
agrees to pay all reasonable out-of-pocket costs and expenses of the Authority and the
Bondholder incurred in connection with their administration or modification of, or in connection
with the preservation of their rights under, enforcement of, or any refinancing, renegotiation,
restructuring, or termination of, any Bond Document or any instruments referred to therein or
any amendment, waiver, or consent relating thereto, including, without limitation, the reasonable
fees and disbursements of counsel for the Authority and counsel for the Bondholder.
Such additional payments shall be billed to the Consolidated Government by the
Authority, the Bond Buyer, the Bondholder, or the Depository from time to time, together with a
statement certifying that the amount billed has been incurred or paid by such party 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 2 \nPage 22 of 35
Item # 3
-20-
59566788.v2
(c) In the event the Consolidated Government shall fail to make any of the payments
required in this Section 5.02, the item 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 Bondholder for the
account of the Authority by the method and at the address specified for such purpose by the
Bondholder in writing to the Consolidated Government. The additional payments to be made to
the Authority, the Bond Buyer, the Bondholder, or the Depository pursuant to Section 5.02(b)
hereof shall be paid directly to the Authority, the Bond Buyer, the Bondholder, or the Depository
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, except payment, 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 Agreement; or (iii) except
as provided in Article VII hereof, terminate its obligations under this 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 2021 Project, failure of the Authority to
occupy or to use the Coliseum as contemplated in this Agreement or otherwise, any change or
delay in the time of availability of the 2021 Project, any acts or circumstances that 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’s purposes or needs, failure of consideration, any declaration or finding that the Bond
is unenforceable or invalid, the invalidity of any provision of this Agreement, 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’s title to the 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
this Agreement.
(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, limit, or reduce the
Consolidated Government’s obligations hereunder. The Authority hereby agrees that it shall not
take or omit to take any action that would cause this Agreement to be terminated.
Attachment number 2 \nPage 23 of 35
Item # 3
-21-
59566788.v2
[End of Article V]
Attachment number 2 \nPage 24 of 35
Item # 3
-22-
59566788.v2
ARTICLE VI
ADDITIONAL COVENANTS
Section 6.01. Indemnity. To the extent permitted by the statutes and Constitution of the
State, the Consolidated Government shall protect, hold harmless, and indemnify the Authority,
the Bondholder, and the Depository 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 the Bond Documents. The indemnification arising
under this Section shall continue in full force and effect notwithstanding the full payment of all
obligations under this Agreement and shall survive the termination of this Agreement for any
reason.
Section 6.02. Financial Statements. During the term of this Agreement, the
Consolidated Government will provide in an electronic format and accessible to the Authority
and the Bondholder either on the Consolidated Government’s official website (which is currently
available at www.augustaga.gov) or on the Electronic Municipal Market Access system of the
MSRB (which is currently available at http://emma.msrb.org) not later than 270 days after the
end of each Fiscal Year, the audited financial statements of the Consolidated Government for
such Fiscal Year; provided, however, if the time for providing the audited financial statements of
the Consolidated Government for any such Fiscal Year to the state auditor of the State is
extended beyond 270 days by operation of law or order of any court or governmental agency or
body having jurisdiction over the Consolidated Government, then the Consolidated Government
will provide such audited financial statements to the Authority and the Bondholder as provided
in this Section 6.02 within 30 days of their availability.
Section 6.03. 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 the Bond or any other funds of the Authority or the
Consolidated Government, or take or omit to take any action, or direct any depository to invest
any funds held by it, in such manner as will, or allow any “related party” (as defined in Section
1.150-1(b) of the Regulations) to enter into any arrangement, formal or informal, as will, cause
the Bond to be “federally guaranteed,” as such term is used and defined in Section 149(b) of the
Code, or to be an “arbitrage bond” within the meaning of Section 148 of the Code, and any
Regulations proposed or promulgated 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 the Bond. In the event that at any time the Authority
or the Consolidated Government is of the opinion that for purposes of this Section 6.03 it is
necessary to dispose of any investment or to restrict or limit the yield on any investment held
under the Bond Documents or otherwise, the Authority or the Consolidated Government, as the
case may be, shall so instruct the Depository in writing.
Section 6.04. 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
promulgated in connection therewith. All calculations and determinations made by a Rebate
Attachment number 2 \nPage 25 of 35
Item # 3
-23-
59566788.v2
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 6.05 shall survive the termination of this Agreement. The Authority hereby
delegates to the Consolidated Government the authority and responsibility for compliance with
Section 148(f) of the Code.
Section 6.05. Tax Covenants. The Consolidated Government recognizes that the Bond
Buyer will have accepted the Bond on, and paid an amount therefor reflecting, the understanding
that interest on the Bond is excluded from the gross income of the owner for federal income tax
purposes under laws in force at the time the Bond shall have been delivered.
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 the Bond to become
includable in the gross income of any owner thereof.
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
6.05.
[End of Article VI]
Attachment number 2 \nPage 26 of 35
Item # 3
-24-
59566788.v2
ARTICLE VII
ASSIGNMENT; PREPAYMENTS
Section 7.01. No Assignment by Consolidated Government. Neither this Agreement
nor its obligations under this Agreement may be sold, assigned, or encumbered by the
Consolidated Government without the prior written consent of the Authority and the Bondholder.
Section 7.02. Redemption of Bond. The Authority, at the written request of the
Consolidated Government at any time and if the Bond is 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 Purchase Agreement and the
Bond to effect redemption or purchase of all or part of the then outstanding Bond, 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. 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 hereof, and
the Authority agrees that the Bondholder may accept such prepayments and other amounts when
the same are tendered by the Consolidated Government. All amounts so prepaid shall at the
written direction of the Consolidated Government be credited toward the amounts specified in
Section 5.02 hereof, in the order of their due dates, or applied to the retirement of the Bond prior
to maturity (either by redemption or purchase) in accordance with the Bond Purchase Agreement
and the Bond.
Section 7.04. Option to Prepay and Redeem the Bond at Prior Optional
Redemption Dates. The Consolidated Government shall also have the option to prepay the
amounts payable under Section 5.02 hereof and other amounts payable under this Agreement in
such manner and amounts as will enable the Authority to redeem the Bond prior to maturity, in
whole or in part on any date, as provided in Section 7.1 of the Bond Purchase Agreement. The
amounts payable under Section 5.02 hereof and other amounts payable by the Consolidated
Government in the event of its exercise of the option granted under this Section 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 7.1 of the Bond
Purchase Agreement, and any redemption expense, and (ii) in the case of a total redemption, the
amount necessary to pay and satisfy all amounts due under the Bond Documents.
[End of Article VII]
Attachment number 2 \nPage 27 of 35
Item # 3
-25-
59566788.v2
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
Section 8.01. Events of Default Defined. The following shall be “Events of Default”
under this Agreement, and the terms “Event of Default” or “Default” shall mean, whenever they
are used in this Agreement, any one or more of the following events:
(a) The Consolidated Government’s failure to pay the amounts required to be paid
under Section 5.02 of this Agreement at the times specified therein.
(b) The Consolidated Government’s breach in any material respect of any
representation or warranty contained in this Agreement or the Consolidated Government’s
failure to observe, perform, or comply with any covenant, condition, or agreement in this
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, 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 Bondholder, unless the Bondholder 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 Bondholder, to be determined conclusively by the Bondholder, 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 Bondholder.
(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 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.
Attachment number 2 \nPage 28 of 35
Item # 3
-26-
59566788.v2
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 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 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 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 Bondholder, and the
Bondholder shall be deemed a third party beneficiary of all covenants and agreements herein
contained.
Section 8.04. Agreement to Pay Fees and Expenses. Upon the occurrence of an Event
of Default under any of the provisions of this Agreement and the Authority or the Bondholder
should employ attorneys, accountants, or other experts or incur other expenses for the collection
of amounts due hereunder or the 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 Bondholder 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 the Bondholder. Any attorneys’ fees
required to be paid by the Consolidated Government under this Agreement shall include
attorneys’ and paralegals’ 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
Attachment number 2 \nPage 29 of 35
Item # 3
-27-
59566788.v2
taken by the Authority or the Bondholder on account of any such Event of Default shall be
discontinued or abandoned or determined adversely to the Authority or the Bondholder, 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 2 \nPage 30 of 35
Item # 3
-28-
59566788.v2
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 or other electronic means 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: Chairman
with a copy to: Augusta, Georgia
535 Telfair Street, Suite 800
Augusta, Georgia 30901
Attention: Finance Director
and a copy to: Ed Enoch, Esq.
Enoch Tarver, PC
3540 Wheeler Road, Suite 312
Augusta, Georgia 30909
If to the Consolidated Government: Augusta, Georgia
535 Telfair Street, Suite 910
Augusta, Georgia 30901
Attention: Administrator
with a copy to: Augusta, Georgia
535 Telfair Street, Suite 800
Augusta, Georgia 30901
Attention: Finance Director
If to the Bondholder or the Bond Buyer: South State Bank, N.A.
3530 Wheeler Road
Augusta, Georgia 30909
Attention: Mark J. Wills
with a copy to: South State Bank, N.A.
101 First Street South
Winter Haven, Florida 33880
Attention: General Counsel
Attachment number 2 \nPage 31 of 35
Item # 3
-29-
59566788.v2
Notices under this Section 9.01 will be deemed given only when actually received. A duplicate
copy of each notice, certificate, or other communication given hereunder shall also be given to
the Bondholder.
Section 9.02. Construction and Binding Effect. This Agreement constitutes the entire
agreement of the parties and supersedes any prior agreements. 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 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 Project Fund or other funds provided for herein upon expiration or
sooner termination of this Agreement, as provided in this Agreement, after payment in full of the
amounts payable by the Consolidated Government hereunder and the Bond, the fees, charges,
and expenses of the Authority, the Bondholder, and the Depository, 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 the amounts payable by the
Consolidated Government 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, without the prior written consent of the Bondholder.
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 Agreement. This Agreement is
prepared and entered into with the intention that the law of the State, exclusive of such state’s
rules governing choice of law, shall govern its construction.
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 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 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
Attachment number 2 \nPage 32 of 35
Item # 3
-30-
59566788.v2
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 Agreement or
in the other Bond Documents 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 Agreement and as a condition
of and as part of the consideration for the execution of this 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 termination of this Agreement.
[End of Article IX]
Attachment number 2 \nPage 33 of 35
Item # 3
-31-
59566788.v2
SIGNATURES AND SEALS
IN WITNESS WHEREOF, the Authority has executed this Agreement by causing its
name to be hereunto subscribed by its Chairman and by causing the official seal of the Authority
to be impressed hereon and attested by its Assistant Secretary; and the Consolidated Government
has executed this 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 Clerk of Commission; all being done as of the day and year first above written.
(SEAL)
AUGUSTA-RICHMOND COUNTY
COLISEUM AUTHORITY
By:
Chairman
Attest:
Assistant Secretary
(SEAL)
AUGUSTA, GEORGIA
By:
Mayor
Attest:
Clerk of Commission
Attachment number 2 \nPage 34 of 35
Item # 3
59566788.v2
EXHIBIT A
DOCUMENTATION PURSUANT TO SECTION 2.02(J)
[Attached]
Attachment number 2 \nPage 35 of 35
Item # 3
Finance Committee Meeting
7/14/2021 1:10 PM
Minutes
Department:
Presenter:
Caption:Motion to approve the minutes of the Finance Committee held
on June 8, 2021.
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are
Available in the
Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
Item # 4
Finance committee Meeting commission chamber - 6181202l
ATTENDANCE:
Present: Hons. Sias, chairman; D. williams, vice chairman; McKnight
and Scott, members.
Absent: Hon. Hardie Davis, Jr., Mayor.
FINANCE
1. An update from the Administrator on the 2022 Budget Process and Item
feedback from the budget retreat. (Requested by Commissioner Sammie Action:sias) Rescheduled
Motions
|';J:"" Motion rext
)
Defer
Motion to
2021.
Motions
Motion
Type
Approve
Motion Text
Motion to
approve.
Motion Passes
4-0.
Made By
Commissioner
Catherine Smith-
McKnight
Seconded By
Commissioner
Sammie Sias
Motion to refer this
item to next Commissioner
committee meeting Catherine Smith-
on July 13. McKnight
Motion Passes 4-0.
approve the minutes of the Finance Committee held
Made By Seconded By
Commissioner
Sammie Sias
Motion
Result
Passes
on }l{.ay 25, Item
Action:
Approved
Motion
Result
Passes
3.
Attachment number 1 \nPage 1 of 2
Item # 4
Request Finance provide an update on the Streetlight deficit and underlying ltem
causes. (Requested by Commissioner Sammie Sias) Action:
Approved
Motions
Motion Made Seconded Motion
i;;" Motion Text By By Resuu
It was the consensus of the
committee that this item be received
as information without objection.
\lIM\y-,4USSl4gg.'g9y
Attachment number 1 \nPage 2 of 2
Item # 4
Finance Committee Meeting
7/14/2021 1:10 PM
Resolution to Call for an election on November 2, 2021
Department:Finance / Administration
Presenter:
Caption:Motion to approve resolution calling for an election on
November 2, 2021 for the determination by the voters whether
Augusta should issue up to $240,000,000 in general obligation
bonds for the New James Brown Arena Project.
Background:The Coliseum Authority has begun the design of and planning
for a new James Brown Arena and renovations to the Bell
Auditorium (collectively the New James Brown Arena Project).
In March, 2021 voters approved the $25,000,000 in SPLOST
proceeds for the project. If the voters approve the issuance of
the bonds, this will provide the balance of the funding for the
project. The authorization is for up to $240,000,000 which will
include any necessary capitalized interest. As the plans for the
Project are refined it is anticipated the cost of the Project will be
reduced and a smaller amount of bonds will be issued. Further,
the Coliseum Authority is attempting to find other sources of
funds for the Project. If available, these funding sources would
either reduce the amount of bonds that are issued or be used to
pay debt service on the bonds. Normal 0 false false false EN-
US X-NONE X-NONE /* Style Definitions */
table.MsoNormalTable {mso-style-name:"Table Normal"; mso-
tstyle-rowband-size:0; mso-tstyle-colband-size:0; mso-style-
noshow:yes; mso-style-priority:99; mso-style-parent:""; mso-
padding-alt:0in 5.4pt 0in 5.4pt; mso-para-margin:0in; text-
align:justify; mso-pagination:widow-orphan; font-size:12.0pt;
mso-bidi-font-size:11.0pt; font-family:"Times New
Roman",serif;}
Analysis:The resolution authorizes the calling of November 2, 2021
election
Financial Impact:This would be a separate tax levy and would not impact the
general fund.
Cover Memo
Item # 5
Alternatives:Not proceed with the Project.
Recommendation:Approve resolution
Funds are
Available in the
Following
Accounts:
none required at this time
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 5
A REFERENDUM RESOLUTION TO REGULATE AND PROVIDE FOR THE
CALLING OF AN ELECTION AND TO CALL AN ELECTION TO DETERMINE THE
ISSUANCE OR NON-ISSUANCE BY AUGUSTA, GEORGIA OF GENERAL
OBLIGATION NEW JAMES BROWN ARENA PROJECT BONDS IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $240,000,000; TO PROVIDE
FOR THE DATE, RATE OR RATES OF INTEREST, AND SCHEDULE OF
MATURITIES THAT SUCH BONDS SHALL BEAR AND THAT THE BONDS MAY BE
MADE SUBJECT TO REDEMPTION PRIOR TO MATURITY TO THE EXTENT
PERMITTED BY LAW; TO PROVIDE FOR THE LEVY AND COLLECTION OF
TAXES TO SERVICE SUCH BONDED INDEBTEDNESS, IF SO AUTHORIZED; TO
PROVIDE THAT THE BONDS AUTHORIZED MAY BE ISSUED IN ONE OR MORE
SERIES AND ON ONE OR MORE DATES OF ISSUANCE AND WITH ANY SERIES
DESIGNATION; AND FOR OTHER PURPOSES:
WHEREAS, the Augusta-Richmond County Commission (the “Commission”) is the
governing authority of Augusta, Georgia (the “Consolidated Government”), a political
subdivision and a consolidated city-county government created and existing under the laws of
the State of Georgia, and is charged with the duties of levying taxes, contracting debts, and
managing the affairs of Augusta; and
WHEREAS, Augusta-Richmond County Coliseum Authority (the “Authority”) currently
operates on behalf of the Consolidated Government an existing multi-use coliseum and civic
center type facility, consisting of the James Brown Arena, the William B. Bell Auditorium,
exhibition space, meeting rooms, and other facilities (collectively the “Existing Coliseum”),
located in the territorial limits of the Consolidated Government; and
WHEREAS, the Commission deems it to be in the best interest of the Consolidated
Government to improve public services in the territorial limits of the Consolidated Government
by providing for replacement or renovated facilities for all or part of the Existing Coliseum by
acquiring, constructing, reconstructing, renovating, repairing, improving, and installing multi-use
coliseum and civic center type facilities (including a replacement James Brown Arena and a
renovated William B. Bell Auditorium) and other facilities, equipment, and property, both real
and personal, useful or desirable in connection therewith, to be owned or operated or both by the
Consolidated Government or by the Authority (collectively the “New James Brown Arena
Project”), all at an estimated cost of approximately $240,000,000; and
WHEREAS, it appears to the Commission that the most feasible plan for providing
funds to pay or be applied toward the cost of acquiring, constructing, reconstructing, renovating,
repairing, improving, and installing the New James Brown Arena Project, to pay capitalized
interest incident thereto, and to pay expenses incident to accomplishing the foregoing, requires
the issuance and sale of Augusta, Georgia General Obligation New James Brown Arena Project
Bonds, in the aggregate principal amount of $240,000,000, pursuant to the Constitution and laws
of the State of Georgia; and
WHEREAS, under the Constitution and laws of the State of Georgia, it is necessary to
submit to the qualified voters of Richmond County the question of whether or not $240,000,000
in aggregate principal amount of bonds should be authorized to be issued by the Consolidated
Attachment number 1 \nPage 1 of 7
Item # 5
-2-
Government for such purposes, which bonds, if authorized, shall be dated, shall bear interest
from date at such rate or rates, not exceeding a maximum per annum rate, and shall mature as to
principal, as hereinafter more fully set forth, and may be made subject to redemption prior to
maturity, to the extent permitted by law, upon terms and conditions to be determined by the
Commission.
NOW, THEREFORE, BE IT RESOLVED by the Augusta-Richmond County
Commission, and it is hereby resolved by authority of the same, as follows:
Section 1. There is hereby authorized to be called and there is hereby called an election
to be held in all the precincts in Richmond County, on the 2nd day of November 2021, for the
purpose of submitting to the qualified voters of Richmond County for their determination the
question of whether or not $240,000,000 in aggregate principal amount of Augusta, Georgia
General Obligation New James Brown Arena Project Bonds should be authorized to be issued by
the Consolidated Government for the purpose of providing funds to pay or be applied toward the
cost of acquiring, constructing, reconstructing, renovating, repairing, improving, and installing
the New James Brown Arena Project; to pay capitalized interest incident thereto; and to pay
expenses incident to accomplishing the foregoing. Such bonds, if so authorized, shall be dated as
of the first day of the month of delivery or such other date(s) as the Commission may approve,
shall be in such denomination or denominations as the Commission may approve, and shall bear
interest from date at such rate or rates as the Commission may approve but not exceeding five
percent (5.00%) per annum in any year. All interest shall be payable semiannually on April 1
and October 1 in each year, beginning April 1, 2022, and the principal shall mature (by
scheduled maturity or by mandatory redemption, as the Commission may approve) on October 1
in the years and amounts as follows:
Year Amount Year Amount
2024 $4,110,000 2038 $ 8,135,000
2025 4,315,000 2039 8,545,000
2026 4,530,000 2040 8,970,000
2027 4,755,000 2041 9,420,000
2028 4,995,000 2042 9,890,000
2029 5,245,000 2043 10,385,000
2030 5,505,000 2044 10,905,000
2031 5,780,000 2045 11,450,000
2032 6,070,000 2046 12,020,000
2033 6,375,000 2047 12,620,000
2034 6,695,000 2048 13,255,000
2035 7,030,000 2049 13,915,000
2036 7,380,000 2050 14,610,000
2037 7,750,000 2051 15,345,000
Section 2. The ballot to be used in the election shall have printed thereon in brief form
the question to be determined by the voters, to-wit:
Attachment number 1 \nPage 2 of 7
Item # 5
-3-
“Shall $240,000,000 in aggregate principal amount of Augusta, Georgia General
Obligation New James Brown Arena Project Bonds be authorized to be issued?”
The ballot shall have printed thereon the word “YES” and the word “NO” in order that each
voter may vote in either the affirmative or the negative as to the question propounded. The polls
in each of the precincts within Richmond County shall be opened at 7:00 a.m. and closed at
7:00 p.m. on the day fixed for the election, and the election shall be held at the regular and
established places for holding elections in Richmond County. The election shall be held in
accordance and in conformity with the Constitution and laws of the United States of America
and of the State of Georgia.
Section 3. The Clerk of Commission of Augusta is hereby ordered and directed
forthwith to furnish the Superintendent of Elections of Richmond County with a duly certified
copy of this resolution in order that the Superintendent of Elections may take such action in the
premises as provided by law.
Section 4. Any brochures, listings, or other advertisements issued by the Commission or
by any other person, firm, corporation, or association with the knowledge and consent of the
Commission shall be deemed to be a statement of intention of the Commission concerning the
use of the bond funds or interest received from such bond funds that have been invested.
Section 5. The following notice shall be incorporated into the call of the election by the
Superintendent of Elections:
Attachment number 1 \nPage 3 of 7
Item # 5
-4-
NOTICE OF BOND ELECTION
TO THE QUALIFIED VOTERS OF RICHMOND COUNTY
YOU ARE HEREBY NOTIFIED that on the 2nd day of November 2021, an election
will be held all of the precincts of Richmond County. At the election there will be submitted to
the qualified voters of Richmond County for their determination the question of whether or not
$240,000,000 in aggregate principal amount of Augusta, Georgia General Obligation New James
Brown Arena Project Bonds should be issued by Augusta, Georgia (the “Consolidated
Government”) for the purpose of providing funds to pay or be applied toward the cost of
acquiring, constructing, reconstructing, renovating, repairing, improving, and installing multi-use
coliseum and civic center type facilities (including a replacement James Brown Arena and a
renovated William B. Bell Auditorium) and other facilities, equipment, and property, both real
and personal, useful or desirable in connection therewith, to be owned or operated or both by the
Consolidated Government or by the Augusta-Richmond County Coliseum Authority; to pay
capitalized interest incident thereto; and to pay expenses incident to accomplishing the
foregoing. Such bonds, if so authorized, shall be dated as of the first day of the month of
delivery or such other date(s) as the Augusta-Richmond County Commission (the
“Commission”) may approve, shall be in such denomination or denominations as the
Commission may approve, shall bear interest from date at such rate or rates as the Commission
may approve but not exceeding five percent (5.00%) per annum in any year, and shall provide
for interest to be payable semiannually on April 1 and October 1 in each year, beginning April
1, 2022, and for principal to mature (by scheduled maturity or by mandatory redemption, as the
Commission may approve) on October 1 in the years and amounts as follows:
Year Amount Year Amount
2024 $4,110,000 2038 $ 8,135,000
2025 4,315,000 2039 8,545,000
2026 4,530,000 2040 8,970,000
2027 4,755,000 2041 9,420,000
2028 4,995,000 2042 9,890,000
2029 5,245,000 2043 10,385,000
2030 5,505,000 2044 10,905,000
2031 5,780,000 2045 11,450,000
2032 6,070,000 2046 12,020,000
2033 6,375,000 2047 12,620,000
2034 6,695,000 2048 13,255,000
2035 7,030,000 2049 13,915,000
2036 7,380,000 2050 14,610,000
2037 7,750,000 2051 15,345,000
The Commission may, prior to the sale of any of the bonds authorized by the voters at the
election, incorporate provisions in any or all of the bonds so authorized that would permit the
Consolidated Government to redeem the bonds prior to their stated maturities, to the extent
permitted by law, upon terms and conditions to be determined by the Commission. Any or all of
Attachment number 1 \nPage 4 of 7
Item # 5
-5-
the bonds authorized by the voters at the election may be issued in one or more series and on one
or more dates of issuance and with any series designation as the Commission may approve.
Voters desiring to vote for the issuance of such bonds shall do so by voting “YES” and
voters desiring to vote against the issuance of such bonds shall do so by voting “NO”, as to the
question propounded, to-wit:
“Shall $240,000,000 in aggregate principal amount of Augusta, Georgia General
Obligation New James Brown Arena Project Bonds be authorized to be issued?”
The several places for holding the election shall be in the regular and established
precincts of Richmond County, and the polls will be open from 7:00 a.m. to 7:00 p.m. on the
date fixed for the election. Those qualified to vote at the election shall be determined in all
respects in accordance and in conformity with the Constitution and laws of the United States of
America and of the State of Georgia.
The last day to register to vote in this special election is October 4, 2021.
Any brochures, listings, or other advertisements issued by the Commission or by any
other person, firm, corporation, or association with the knowledge and consent of the
Commission shall be deemed to be a statement of intention of the Commission concerning the
use of the bond funds or interest received from such bond funds that have been invested.
This notice is given pursuant to joint action of the Augusta-Richmond County
Commission and the Superintendent of Elections of Richmond County.
AUGUSTA, GEORGIA
By:
Mayor
RICHMOND COUNTY BOARD OF
ELECTIONS
By:
Chair
Attachment number 1 \nPage 5 of 7
Item # 5
-6-
Section 6. Should the bonds be authorized by the requisite number of qualified voters,
the Commission shall, prior to the issuance of any such bonds, levy an ad valorem tax upon all
the property subject to taxation for general obligation bond purposes, within the territorial limits
of the Consolidated Government, sufficient in amount to pay the principal of and the interest on
such bonds at their respective maturities.
Section 7. The Commission may, prior to the sale of any of the bonds authorized by the
voters at the election, incorporate provisions in any or all of the bonds so authorized that would
permit the Consolidated Government to redeem the bonds prior to their stated maturities, to the
extent permitted by law, upon terms and conditions to be determined by the Commission. No
such redemption provisions shall, however, increase the amount of, or accelerate the time for
collection of, any annual tax levy required to be made for payment of the bonds as specified in
Section 6 above.
Section 8. The Commission declares its intent to use proceeds of the bonds authorized
by the voters at the election to reimburse either or both the Consolidated Government’s General
Fund and the Authority for moneys used to pay expenditures related to the New James Brown
Arena Project.
Section 9. Any or all of the bonds authorized by the voters at the election may be issued
in one or more series and on one or more dates of issuance and with any series designation as the
Commission may approve. The aggregate principal amount of such bond issue, whether issued
in one series or in more than one series, shall not exceed the principal amount authorized by the
voters, and the other terms and conditions of each series of such issue shall conform to those set
forth in this resolution.
Section 10. Any and all resolutions in conflict with this resolution this day passed be and
they are hereby repealed.
PASSED, ADOPTED, SIGNED, APPROVED, AND EFFECTIVE this 20th day of
July 2021.
(SEAL) AUGUSTA, GEORGIA
By: Mayor
Attest:
Clerk of Commission
Attachment number 1 \nPage 6 of 7
Item # 5
STATE OF GEORGIA
RICHMOND COUNTY
CLERK’S CERTIFICATE
I, LENA J. BONNER, Clerk of Commission, DO HEREBY CERTIFY that the
foregoing pages constitute a true and correct copy of a referendum resolution adopted by the
Augusta-Richmond County Commission (the “Commission”) at an open public meeting duly
called and lawfully assembled at 2:00 p.m., on the 20th day of July 2021, in connection with
calling an election pertaining to the issuance or non-issuance of Augusta, Georgia General
Obligation New James Brown Arena Project Bonds, the original of such referendum resolution
being duly recorded in the Minute Book of the Commission, which Minute Book is in my
custody and control.
I do hereby further certify that the following members of the Commission were present at
such meeting:
Mayor Hardie Davis, Jr.
Jordan Johnson
Dennis Williams
Catherine Smith McKnight
Sammie Sias
Bobby Williams
Ben Hasan
Sean Frantom
Brandon Garrett
Francine R. Scott
John Clarke
and that the following members were absent:
and that such referendum resolution was duly adopted by a vote of:
Aye ___ Nay ___
WITNESS my hand and the official seal of Augusta, Georgia, this the 20th day of July
2021.
(SEAL) Clerk of Commission
Attachment number 1 \nPage 7 of 7
Item # 5