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DOCUMENT >JAME:
DOCUMENT TYPE:
YEAR: } ~l OJ 9
BOX NUMBEF'.: 5
FILE NUMBER:
NUMBER OF PAGES:
Augusta Richmond GA
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CLOSING TRANSCRIPT
$1,705,000
Richmond County Public Facilities, IDe.
Certificates of Participation (Augusta Golf Course Project) Series 1998
July 2, 1998
TERMS USED HEREIN:
RCPF
Richmond County Public Facilities, Inc.
City
Augusta, Georgia
Trustee
Regions Bank
Binningham, Alabama
Counsel to RCPF
and the City
Burnside, Wall, Daniel & Ellison
Augusta, Georgia
Special Counsel
Hull, Towill, Nonnan & Barrett
Augusta, Georgia
IDOCUMENT
NUMBE1L-
BASIC DOCUMENTS
1.
Warranty Deed from the City to RCPF
2.
Trust Indenture by and between RCPF and Trustee
3.
Public Purpose Installment Sale Agreement by and between
RCPF and the City
4.
Deed to Secure Debt and Security Agreement by and between
RCPF and the Trustee
5.
Limited Warranty Deed with Reverter from RCPF to the City
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.
DELIVERED BY RCPF AT CLOSING
6.
Closing Certificate including the following exhibits:
Exhibit A - Articles of Incorporation
Exhibit B - Bylaws
Exhibit C - Resolution of the Board of Directors
7.
Authentication Request
8.
Title Insurance Commitment and Policy
9.
DCC Financing Statements
10.
Certificate of Good Standing in the State of Georgia
11.
Officer's Certificate As To 501(c)(3) Determination Letter
12.
IRS Form 8038-G
DELIVERED BY CITY AT CLOSING
13.
City's Authorization Resolution
14.
Closing Certificate
15.
Non-Arbitrage Certificate
16.
Designation of Authorized Augusta Representatives
DELIVERED BY TRUSTEE
17.
Certificate of Trustee
LEGAL OPINIONS AND RELATED MATTERS
18.
Opinion of Counsel to RCPF
19.
Opinion of Counsel to City
20.
Opinion of Special Counsel
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.
21.
22.
23.
24.
25.
MISCELLANEOUS
Investment Letters of Certificate Purchasers
Copies of Certificates of Participation Issued
Form of Requisition
Receipts for Certificates
Summary of Public Hearing
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RJ/C.ITMQND COUNTl, GBtJ1i16lA
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WARRANTY DEED ..
ReILm To: Doug\eI D. BclcheIor
Hull, TOIIlI. Nonnan , Barrell, P .c.
P,O.1Iolc 1564
AuguIta. GA 30903-1564
STATE OF GEORGIA
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RICHl\1:0ND COUNTY
THIS INSTRUMENT is made as of the 1st day of June, 1998 between AUGUSTA,
GEORG-IA, a consolidated government and a political subdivision of the State of Georgia
. ("Grantor') and RICHMOND COUNTY PUBLIC FACILITIES, INC., a Georgia non-profit
corpora1ion ("Grantee") (the terms Grantor and Grantee include their respective heirs, legal
representatives, successors and assigns where the context hereof requires or permits).
'W!TNESSETH THAT: Grantor, for and in consideration of the sum ofTen and No/lOO
Dollars ($10.00), and other good and valuable consideration, in hand paid at and before the
sealing and delivery of these presents, the receipt, adequacy and sufficiency of which are hereby
ackn.owledged by Grantor, has granted, bare~lned.rJ.:old"1 ~11!lconveyro, a."d by these-presents does n
- . hereby grant, bargain, sell and convey llUto Grantee, -thercal-property described. in Exhibit ".I>:'
attached hereto and by this reference incorporated.herein (the "Property").
TO ElA VE AND TO HOLD the above-described tract or parcel ofland, together with all
and singular the rights, members and appurtenances thereot: to the same being, belonging or in
any wise appertaining, to the only proper use, benefit, and behoof of Grantee, forever in FEE
SIMPLE.
AND, the Grantor will warrant and forever defend the right and title to the above-
describl~ tract or parcel of land unto the Grantee against the lawful claims of all persons
whomsoever.
IN WITNESS WHEREOF, Grantor has signed and sealed this instrument the day and
year fir;st above written.
Signed" sealed and delivered in
the pre sence of:
AUGUSTA, GEORGIA
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. UnoffiGial Witness
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ORIGINAL REEL '~fc2~E'O i':': .~.<:.....,:,:::. .
REEL 601 PAGE 239~" i;,..).,.. .:....
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EXHIBIT" A"
WARRANTY DEED
ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in
Augusta.-Richmond County, Georgia, lying on the western side of Highland Avenue, containing. 142.00
acres, more or less, and being bounded as follows:
On the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman,
and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the
Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book ltD, page 319 (the
"Brickle Property"); and (2) by property of Augusta-Richmond County, Georgia known as the "Daniel
Field Airport", and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates
which hi recorded in Realty Reel4lt, pages 1759-1764, in said Clerk's Office (the" Airport Property").
On the East, by the Airport Property and by the right-of-way of Highland Avenue.
OIi the South, by the right-of-way of Damascus Road; and
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On the West,_by the following tracts of land: (1) property of Garren and Nordmann; as shown
on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel
259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17,
1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said
Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by
George. L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office;
(4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel
490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat
dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates,
Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta-
Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty Reel 467,
pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page
409, in said Clerk's Office; and (6) the Brickle Property.
REFERENCE is hereby made to the recorded plats and deeds referenced above for a more
complt~e and accurate description as to the metes, bounds and location of the subject property.
THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records
of Augusta-Richmond County, Georgia.
SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the subject
propel1y in a general north-south direction.
GAl RICHMOND COUNTY CLERK SUPERIOR COURT
FILED FOR RECORD 02 JUL 1998 AT 04:55PM
RECORDED 02 JUL 1998
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TRUST INDENTURE
between
RICHMOND COUNTY PUBLIC FACILITIES, INC.
and
REGIONS BANK,
AS TRUSTEE
Dated as of June 1, 1998
$1,705,000
Richmond County Public Facilities, Inc.
Certificates of Participation (Augusta Golf Course Project),
Series 1998
Evidencing Proportionate Interests of
the Owners Thereof in Installment Payments
to be Made by Augusta, Georgia
Pursuant to a Public Purpose Installment Sale Agreement
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS
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Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1. 02. Rules of Interpretation ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLEll
THE CERTIFICATES
Section 2.01. Authorized Aggregate Principal Amount of the Certificates ..................... 8
Section 2.02. Issuance of Certificates; Form of Certificates ................................ 8
Section 2.03. Details of Certificates; Payment .......................................... 8
Section 2.04. Payment; Execution; Limited Obligation. . . . . . . . . . . . . . . . : . . . . . . . . . . . . . . . . . . . 8
Section 2.05. Maturity, futerest Rates and Interest Payment PrmosionsfoLCertificates. . '.' . '." . . . " ,9
Section -2:06. Authentication ...:..... ._,.. . . . : .'. . . . . . . . . . . . . . . . . . . . . . . ..' .'. . . . . . .. .... 10 .
Section 2.07. Authorization; Issuance and Delivery of Certificates' . . . ','.;'-;-. .-~. . . '.., .'. . . ..;. .~. . . 10
Section 2.08. Mutilated, Lost, Stolen or Destroyed Certificates . . . . . . . . . . . . . . . . . . ... . . . . . . . . 11
Section 2.09. Transfer and Exchange of Certificates; Persons Treated as Owners. . . . . . . . . . . . . . . 12
Section 2.10. Destruction of Certificates ............................................. 13
ARTICLE ill
REVENUES AND FUNDS
Section 3.01. Payments Under the Installment Sale Agreement ............................ 14
Section 3.02. Creation of Funds and Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.03. Application of Certificate Proceeds .......................................15
Section 3.04. Project Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.05. [Reserved] ......................................................... 16
Section 3.06. Certificate Payment Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.07. Administrative Expense Payment Fund ....................................16
Section 3.08. Amounts Remaining in Funds and Accounts ................................16
Section 3.09. Reports ........................................................... 17
Section 3.10. Investment of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3 .11. Other Payments ..................................................... 17
Section 3'.12. Amounts Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3;.13 . Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE N
REDEMPTION OF CERTIFICATES
Section 4.01. Redemption Generally ................................................ 19
Section 4.02. Optional Redemption of the Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
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Section 4.03. Mandatory Redemption of the Certificates ................................. 19
Section 4.04. Notice of Redemption ................................................ 19
Section 4.05. Certificates Due and Payable on Redemption Date; Interest Ceases
to A.ccrue ............................................................... 20
Section 4.06. Partial Redemption of Certificates ....................................... 20
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ARTICLE V
DISCHARGE OF TRUST INDENTURE
Section 5.01 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 5.02 Discharge of Lien .................................................... 22
ARTICLE VI
DEFAULT PROVISIONS AND REMEDIES
Section 6.01. Defaults, Event of Default ............................................. 23
Section 6.02. Trustee's Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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ARTICLE VII
THE TRUSTEE
Section 7.01. Acceptance of the Trusts ..............................................24
Section 7.02. Fees, Charges and Expenses of Trustee ................................... 25
Section 7.03. Intervention by Trustee ............................................... 26
Section 7.04. Successor Trustee ................................................... 26
Section 7.05. Resignation by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 7.06. Appointment of Successor Trustee by the Certificate holders;
T(:mporary Trustee ........................................................ 26
Section 7.07. Concerning Any Successor Trustee ......................................26
Section 7.08. Appointment of Separate or Co-Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.09. Trustee Not Responsible for Obligations of the Trust. . . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE VITI
MISCELLANEOUS
Section 8.01. Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 8.02. Rights of Certificate holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 8.03. Certificates Nonassessable and Fully Paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.04. Severability ......................................................... 30
Section 8.05. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.06. Payments Due on Saturdays, Sundays and Holidays .. . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.07. Security Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.08. Counterparts ....................................................... j 1
Section 8.09. Applicable Provisions of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Exhibit A - Fonn of Certificate
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TIllS TRUST INDENTURE dated as of June I, 1998, between RICHMOND COUNTY
PUBLIC FACILITIES, INC., a not-for-profit corporation organized under the laws of the State of
Georgia ('''RCPF"), and REGIONS BANK, a state chartered bank: and trust company, organized under
the laws of the State of Alabama, and authorized to accept and execute trusts of the character herein
set out, as Trustee (the "Trusteelt);
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WIT N E SSE T H:
WHEREAS, RCPF is, simultaneously with the execution and delivery of this Trust Indenture,
entering into a Public Purpose Installment Sale Agreement (the ItInstallment Sale Agreement"), dated
the date hereof, with Augusta, Georgia ("Augusta"), with respect to the hereinafter described Project;
and
WHEREAS, Augusta has authorized the sale and delivery of the Richmond County Public
Facilities, Inc., Certificates of Participation (Augusta Golf Course Project), Series 1998 (the
ItCertificateslt) evidencing undivided and proportionate interests in the Installment Sale Agreement;
. -- . - NOW.TIlEP..EFORE,-:.!'Ji.-!S TIU:rSTJ:~IDENTURE WI1:NESSETH: Thereis..hereby_ _ ~,_.~__.
established by RCPF the P~chmond C01mty~PubiicFaci!ities, I&e:-Certificatca-cf.Participation (Augusta
GolfC6urse Project), Series 1998 Tn..;st; and RCPF, simultaneously with the execution and delivery of
this Trust Indenture, hereby sells, transfers, assigns, and otherwise conveys to the Trustee without
recourse {but without limitation of its obligations in this Trust Indenture) all the right, title and interest
ofRCPF in and to the Installment Sale Agreement, the Installment Payments and RCPF's interest in
and to the Project (including the interest retained in the Reverter Deed), and the Funds and Accounts
and monies on deposit in the Certificate Payment Fund. The Trustee acknowledges its acceptance,
simultane:ously with the execution and delivery of this Trust Indenture, of all right, title, and interest in
and to thl~ Installment Sale Agreement and the other items related thereto conveyed by RCPF and
described. above and declares that the Trustee holds and will hold such right, title, and interest, upon
the trusts set forth in this Trust Indenture. RCPF hereby represents, warrants, covenants and agrees as
follows:
(I) The Installment Sale Agreement constitutes the legal, valid and binding obligation of
RCPF, enforceable in accordance with its terms;
(2) RCPF has not pledged or otherwise encumbered any of the Installment Payments or
other amounts derived from its rights under the Installment Sale Agreement, or any interests in the
Project, I~Xcept as provided herein or in the Installment Sale Agreement;
(3) The execution and delivery of this Trust Indenture and the issuance and sale of the
Certificates does not conflict with or result in a breach of the terms, conditions or provisions of the
articles of incorporation or bylaws ofRCPF or any restriction or any agreement or instrument to which
RCPF is now a party or by which RCPF is bound, or constitute a default under any of the foregoing,
or, except as set forth herein, result in the creation or imposition of any lien, charge or encumbrance
whatsoever upon any ofthe property or assets ofRCPF or upon the Project;
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(4) The Installment Sale Amount (as such term is defined in the Installment Sale
Agreement) shall be fully funded contemporaneously with the execution and delivery of this Trust
Indenture and the Installment Sale Agreement.
THIS TRUST INDENTURE FURTHER WITNESSETH and it is expressly declared that all
Certificates, issued hereunder are to be issued, authenticated, delivered and dealt with, and all s!id
property h~:reby given, granted, bargained, aliened, remi~ released, conveyed, transferred, assigned,
confirmed IUld set over and pledged is to be dealt with and disposed ot: under, upon and subject to the
terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter
expressed.
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ARTICLE I
DEFINITIONS
Sedion 1.01. Definitions. In addition to the words and tenns elsewhere defined in this Trust
Indenture and in the Installment Sale Agreement, the following words and terms as used in this Trust
Indenture $hall have the following meanings unless the context or use indicates another or diffel'ent
meaning or intent:
"~,djusted Rate" means a rate of interest per annum equal to 95% of the United States
Treasury Bond rate for five year maturities which shall be determined and set for each Adjusted Rate
Period on October 1 immediately preceding the beginning of such Adjusted Rate Period; provided,
however, that the Adjusted Rate shall never exceed 15% per annum.
"l.djusted Rate Period" means each of the following time periods:
January 1, 2004 through December 31,2008
January 1,2009 and thereafter
_. "fJ dministrative Expense P~yment" shall.nave the meaning.ascribed thereto-i."l-the-lnstaUment-- --
Sale Agreement.
"~.dministrative EJ<Pense P&yI11ent Fund" means the fund by that name created in Section 3.02.
"~,dministrative EJ<Penses" shall have the meaning ascribed thereto in the Installment Sale
Agreement.
"~Lugusta" shall mean Augusta, Georgia, a county-wide government body politic and
corporate and a political subdivision of the State of Georgia.
"E:ond Counsel" means any recognized bond counsel reasonably acceptable to RCPF and the
Trustee.
"};:usiness Day" means any day excluding Saturday, Sunday and any day on which banks in
Augusta, Georgia, or in such other city in which the principal corporate trust office of the Trustee is
located are authorized by law or other governmental action to close.
"{;ertificate P&yI11ent Fund" means the fund by that name created in Section 3.02.
"{;ertificateholder" or "Holder" or "Owner" or "Owner of the Certificates" or "Holder of
Certificatl~" means the registered owner of any Certificate.
"rertificates" means the Certificates issued hereunder and any Certificates issued in replacement
or exchange therefor pursuant to Section 2.08 or 2.09.
"Closing Date" means the date of initial delivery of the Certificates.
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"C1~" means the Internal Revenue Code of 1986 and the regulations proposed or promulgated
thereunder..
"C1lmpletion Certificate" means a certificate delivered to the Trustee pursuant to Section 4.8 of
the Installment Sale Agreement.
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"E~lent of Default" or "event of default" means, with respect to this Trust Indenture, those
events of d,efault specified in and defined by Section 6.01, and, when used in reference to the
Installment Sale Agreement, the meaning ascribed to such term in the Installment Sale Agreement.
"EYent ofNon-A,ppropriation" shall have the meaning ascribed thereto in the Installment Sale
Agreement.
"EY.:llds and Accounts" means the funds and the accounts created pursuant to Section 3.02.
"InstnIlment P&yn1ents" shall have the meaning ascribed thereto in the Installment Sale
Agreement.
"Installment Sale AmQ..Y.nt" shall hav~ the-mcaningascribea.thereto in the..InstalIment Sale
Agreement.
"In1l~rest Account" means the Interest Account created within the Certificate Payment Fund
pursuant to Section 3.02.
"lnt.!~rest P&yn1ent Date" means each June 30 and December 31, commencing December 31, ,
1998, and allY date set for the redemption of the Certificates in whole.
":tiQ.tice Address" means, as to Augusta, the address given in the Installment Sale Agreement;
and as to RCPF and the Trustee, the addresses set forth in Section 8.05
The terms "outstanding" and "Certificates outstanding" means all Certificates which have been
duly authenticated and delivered by the Trustee, as the case may be, under this Trust Indenture, except:
1. Certificates canceled after purchase in the open market or because of payment at or
redemption prior to maturity; or
2. Certificates in lieu of which others have been authenticated under Sections 2.08 or
2.09.
"&IDnitted Investments" as applied to investments of moneys in all Funds and Accounts, means:
(i) bonds, nCites, certificates of indebtedness, treasury bills, or other securities constituting direct
obligations (If the United States of America or obligations the payment of the principal of and interest
on which is unconditionally guaranteed by the United States of America; (ii) bonds, notes, debentures
and other evidences of indebtedness issued by any agency or instrumentality of the United States of
America which are lawful under applicable Georgia law; (ill) certificates of deposit or time deposits of
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any state or national bank or trust company (including the Trustee if it meets the qualifications set forth
herein), which said bank or trust company has deposits insured by the Federal Deposit Insurance
Corporation if such certificates of deposit or time deposits are continually and fully insured by the
Federal Deposit Insurance Corporation or continually and fully secured by the obligations described in
clause (i) above; and (iv) the local government investment pool created in a.c.G.A. ~ 36-83-8.
Investments may be made through repurchase agreements in direct obligations of the United Slates
Government and obligations described in (ii) above with banks and other licensed dealers. Permitted
Investments also shall include securities of or other interests in any no-load, open-end management
type investment company or investment trust registered under the Investment Company Act of 1940, as
from time to time amended, or any common trust fund maintained by any bank or trust company which
holds such proceeds as trustee or by an affiliate thereof so long as:
(a) the portfolio of such investment company or investment trust or common trust fund is
limited to the obligations referenced in subsection (i) above and repurchase agreements fully
collateralized by any such obligations;
(b) such investment company or investment trust or common trust fund takes delivery of
. - ~llch colhter$ll either directly or through an aut!::~ri.zed custodian; _ __ _ . _ _ ___'., _ __ _ _ _. _
. (c) such investment company or investment trust or-commontmst fun&is-managed so_as to
maintain its shares at a constant net asset value; and
(d} securities of or other interests in such investment company or investment trust or
common trust funds are purchased and redeemed only through the use of national or state banks having
corporate trust powers and located within the State.
"f!~rson" means natural persons, firms, associations, corporations and public bodies.
".ere-Sale Cost Amount" means the amount so designated in Exhibit "A" to the Installment Sale
Agreement, representing reimbursement for costs of the acquisition of portions of the Project incurred
by Augusta prior to or on the Closing Date.
"flrincipal Account" means the Principal Account created within the Certificate Payment Fund
by Section 3.02, within which Account there shall be a Payment Subaccount and a Redemption
Subaccount.
"f;~" means the Project described in the Installment Sale Agreement.
"f:rQject Fund" means the fund by that name created pursuant to Article 3.02.
"froportionate" means, when used with respect to a particular redemption of a Certificate, an
amount d(:tennined by multiplying the aggregate principal amount to be then prepaid on all the
Certificat(:g times a fraction the numerator of which is the outstanding principal amount of such
Certificat(: and the denominator of which is the then outstanding principal amount ofall Certificates.
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"RCfE" shall mean the Richmond County Public Facilities, Inc., a Georgia not-for-profit
corporation, and its successors and assigns.
"~x>rd Date" means the fifteenth day of the month, whether or not a Business Day, preceding
each Intere~:t Payment Date.
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"&:verter Deed" means the Reverter Deed referred to in the Installment Sale Agreement.
"~;urity Deed" means the Deed to Secure Debt and Security Agreement of even date herewith
by RCPF in favor of the Trustee with respect to the Project as security for payments on the Certificate.
".su~" means the State of Georgia.
"Thw" means the trust created hereunder, the estate of which consists of the Installment Sale
Agreement, the Installment Payments, RCPF's interest in the Project (including the interest retained in
the Reverter Deed), moneys on deposit in the Funds and Accounts, and moneys on deposit in the
Certificate :?ayment Fund (the "Trust Estate").
.--!IThlst Indenture" means this instrument as originally er.:eeuted or as-!t-may from time Jo.time-be__.
amended or supplemented pursuant to Sa."1:ion 8.0-1 .
"!.!ruted States Government Obligations" means direct obligations of the United States of
America and obligations the timely payment of principal and interest on which is fully guaranteed by the
United States of America.
Section 1.02. Rules of Interpretation. For all purposes of this Trust Indenture, except as
otherwise (:xpressly provided or unless the context otherwise requires:
(a) "This Trust Indenture" means this instrument as originally executed and as it may from
time to time be supplemented or amended pursuant to the applicable provisions hereof.
(b) All references in this instrument to designated" Articles," "Sections" and other
subdivisions are to be designated Articles, Sections and other subdivisions ofthis instrument as
originally executed. The words "herein," "hereof," "hereunder," and "herewith," and other words of
similar import refer to this Trust Indenture as a whole and not to any particular Article, Section or
other subdilvision.
( c) The terms defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.
(d) All accounting terms not otherwise defined herein have the meanings assigned to them
in accorda:rlce with generally accepted accounting principles.
(e) The terms defined elsewhere in this Trust Indenture shall have the meanings therein
prescribed for them.
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(f) Words of the masculine gender shall be deemed and construed to include correlative
words of tl1,e feminine and neuter genders.
(g) The headings used in this Trust Indenture are for convenience of reference only and
shall not define or limit the provisions hereof.
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(h) Words in the singular include the plural and vice versa.
(i) All other terms not defined herein which are defined in the Installment Sale Agreement
shall have the meanings prescribed therefor in the Installment Sale Agreement.
[END OF ARTICLE IJ
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ARTICLE II
THE CERTIFICATES
Section 2.01. Autborized Ae&reJ:ate Princ:ipal Amount of the Certificates. No. Certificates
may be issued under the provisio.ns o.fthis Trust Indenture except in accordance with this Article. The
aggregate principal amo.unt o.f Certificates that may be issued and o.utstanding at any time is hereby
expressly limited to. $1,705,000 (ather than tho.se issued pursuant to. Sectio.ns 2.08 and 2.09). Each
Certificate nhall represent an undivided fractional interest in the estate held by the Trust; and the
fractional interest represented by a Certificate shall be detennined by dividing the o.utstanding principal
amo.unt o.f ~lUch Certificate by the aggregate aut standing principal amo.unt o.f all Certificates.
Section 2.02. Issuance of Certificates: Form of Certificates. The Certificates shall be
designated "Richmo.nd Co.unty Public Facilities, Inc., Certificates ofParticipatio.n (Augusta Golf
Co.urse Pr~iect), Series 1998 n .
The: Certificates shall be issuable in the amount of$5,000 o.r any integral multiple thereof as
fully regist(:red certificates witho.ut coupo.ns. The Certificates shall be numbered fro.m R-1
" .'::-... -c.oI!secutively upward.. Th.e Certillcates-:;hall be)mb~tially in the farm seLfo.rtJdn Exhibit "Anhereto._ __ .
with r,uGh appropriate va..-iations, omissio.n&-a.o::.d.insertions-s$are permitted o.r required by this Trust. ~
'- , .--- --L'ldenture, ;and may have endo.rsed thereon such legends or text as may be necessary or appropriate to. -
confo.rm to. any applicable rules and regulatio.ns of any go.vernmental autho.rity o.r any usage o.r
requirement o.flaw with respect thereto..
Section 2.03. Details of Certificates: Payment. Certificates authenticated prio.r to. the first
Interest Payment Date shall bear interest fro.m the date of authenticatio.n. Certificates authenticated an
o.r after the: first Interest Payment Date thereon shall bear interest fro.m the Interest Payment Date next
preceding the date o.f the Trustee's authentication thereof: unless such date of authenticatio.n is an
Interest Payment Date to. which interest an the Certificates has been paid in full o.r duly provided far, in
which case they shall bear interest fro.m such Interest Payment Date; provided that if, as shawn by the
records o.f the Trustee, interest an the Certificates shall be in default, Certificates shall bear interest
from the date to. which interest has been paid in full an the. Certificates, or if no. interest has been paid
an the Certificates, from the date o.f authentication o.f the Certificates. The principal o.f and interest on
the Certifi(:ates shall be payable in any coin o.r currency afthe United States af America which an the
respective dates o.f payment thereof is legal tender far the payment of public and private debts.
Payment o.fthe principal o.fall Certificates shall be made upon the presentatio.n and surrender o.fsuch
Certificates as the same shall become due and payable.
Principal o.f and premium, if any, and interest an the Certificates shall be payable in the manner
and to. the Owner as o.f the Record Date as specified in the farm o.f Certificates set fo.rth in Exhibit "A"
hereto..
Section 2.04. Payment: Execution: Limited Oblieation. The Certificates shall be executed
an behalf of the Trust with the afficial manual ar facsimile signature af an autharized o.fficer o.f the
Trustee and attested with the o.fficial manual o.r facsimile signature o.f an autho.rized o.fficer o.f the
Trustee and shall have impressed o.r printed thereon the corporate seal o.f the Trustee. In case any
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officer whose signature or facsimile of whose signature shall appear on the Certificates shall cease to be
such officer or member before the completion, authentication and delivery of such Certificates, such
signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he
had remaine:d in office until completion, authentication and delivery.
THE CERTIFICATES DO NOT CREATE NOR CONSTITUTE, NOW OR IN THE"
FUTURE, AN OBLIGATION OR DEBT OF RCPF, THE TRUSTEE, AUGUSTA, THE STATE OF
GEORGIA OR ANY POLITICAL SUBDIVISION THEREOF (INCLUDING BUT NOT LIMITED
TO AUGUSTA) OR ANY PUBLIC CORPORATION OR GOVERNMENTAL AGENCY
EXISTING UNDER THE LAWS OF THE STATE OF GEORGIA; NOR SHALL THE
CERTIFICATES CONSTITUTE THE GIVING, PLEDGING OR LENDING OF THE FULL FAITH
AND CREDIT OF AUGUST A, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OR
ANY PUBLIC CORPORATION OR GOVERNMENTAL AGENCY EXISTING UNDER THE
LAWS OF lHE STATE, BUT SHALL BE PAYABLE SOLELY FROM THE TRUST ESTATE.
No n~urse shall be had for the payment of the principal or premium, if any, or interest on the
Certificates for any claim based hereon or thereon or upon any obligation, covenant, or agreement
-co..'1tained herein or the~in. against any past, present or future mem~er, coInIllissioll:er, mayor" o:ffic.er,-
__-:.~._agent>direct()r or~Tllployee of the Trustee, RCPF or Augusta, or any member, commissioner,-may.or"
officer, agent, director or employee ofariy successor ofthe-Trus1ee,.RC.lPF or Augusta, either
personally or as such, either directly or through the Trustee, RCPF or Augusta, under any rule oflaw
or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and
all such liability of any such member, commissioner, mayor, officer, agent, director or employee, as
such personally is waived and released as a condition of any consideration for the execution of this
Trust Indenture and the issuance of the Certificates.
Section 2.05. Maturity. Interest Rates and Interest Payment Provisions for Certificates.
(a) The Certificates shall mature in the amounts and on the dates set forth below, subject to
adjustment as of January 1, 2004 and January 1, 2009 when there is an adjustment in the interest rate
and the paymmt amounts for the Adjusted Rate Period are adjusted to provide for equal semi-annual
payments of principal and interest as provided for in the Installment Sale Agreement:
Principal Principal
Payment Payment
Date Amount Date Amount
12/31/1998 37,7623.62 6/30/2006 56,390.22
6/30/1999 39,442.08 12/31/2006 57,444.38
12/31/1999 39,766.62 6/30/2007 59,354.92
6/30/2000 41,276.48 12/31/2007 60,536.71
12/31/2000 41,912.29 6/30/2008 62,364.73
6/30/2001 43,671.54 12/31/2008 63,790.59
12/31/2001 44,178.16 6/30/2009 65,762.94
6/30/2002 45,959.49 12/31/2009 67,220.60
12/31/2002 46,564.51 6/30/2010 69,226.34
6/30/2003 48,369.18 12/31/2010 70,833.10
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Principal Principal
Payment Payment ..
Date Amount Date Amount
12/31/2003 49,078.03 6/30/2011 72,874.04
6/30/2004 50,730.52 12/31/2011 74,637.83
12/31/2004 51,720.52 6/30/2012 76,681.86
6/30/2005 53,575.30 12/31/2012 78,644.10
12/31/2005 54,508.29 6/30/2013 80,760.92
(b) The Certificates shall bear interest from the date of authentication hereof through
December 31, 2003 at the rate offive and eighteen one-hundredths percent (5.18%) per annum, and
thereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed fifteen (15%) percent
per annum, calculated on the basis of a 360-day year of twelve 30-day months, payable in arrears semi-
annually on June 30 and December 31 of each year (each an "Interest Payment Date").
(c) Each Certificate shall, except as provided in this Section, bear interest from the Interest
Payment Da.te next preceding the date of authentication of such Certificate to which interest on the
Certificates has been paid, unless (i) such date of authentication is an Interest Payment Date to which
interest has been paid, in which case from such Interest Payment Date, or (ii) no interest has been paid
on the Certificates, in which case from the date of authentication of the Certificates.
Section 2.06. Authentication. The Certificates shall not be valid or obligatory for any
purpose or entitled to any benefit under this Trust Indenture unless and until a certificate of
authentication on such Certificate substantially in the appropriate form hereinabove set forth shall have
been duly executed by the Trustee, and such executed certificate of the Trustee upon any such
Certificate nhall be conclusive evidence that such Certificate has been authenticated and delivered under
this Trust Indenture. The certificate of authentication on any Certificate shall be deemed to have been
executed by the Trustee if signed by an authorized officer or signatory of the Trustee, but it shall not be
necessary that the same officer or signatory sign the certificate of authentication on all of the
Certificates.
Secltion 2.07. Authorization: Issuance and Delivery of Certificates. Upon the execution
and delivery of this Trust Indenture, the Trustee shall execute, authenticate or cause to be
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authenticat1ed, and deliver the Certificates to, or upon the order of, RCPF as hereinafter in this Section
provided.
Prior to the release by the Trustee of any of the Certificates, there shall be filed with the
Trustee:
..
(a) An opinion of counsel to Augusta to the effect that: (i) the Installment Sale Agreement
has been duly authorized, executed and delivered by Augusta in accordance with all applicable local
charters, ordinances and regulations; (ii) the execution, delivery and performance of the Installment
Sale Agreement does not conflict with, or constitute a default under, any applicable charter, ordinance,
resolution or any agreement or other instrument to which Augusta is. a party or by which it is bound;
and (ill) an amount not less than the Minimum Annual Appropriated Amount (as set forth in the
Installment Sale Agreement) for calendar year 1998 shall have been appropriated by all requisite action
and in aCC(J1rdance with applicable law;
(b) A fully executed copy of the Installment Sale Agreement;
(c) An opinion ofRond Counsel,.in r~!iance on the...opinions-described in (a) above, as to_
the-matters set. forth therein, to i:he effect-that -
(i) The Installment Sale Agreement constitutes a valid and binding obligation of
Augusta and RCPF, enforceable in accordance with its terms and payable out of annually
appropriated revenues of the Lessee;
(ii) The Trust Indenture has been duly authorized, executed and delivered and is
valid and binding upon the Trustee and RCPF;
(ill) The Certificates have been duly authorized, executed and delivered and evidence
valid and binding proportionate interests in and rights to receive payments of Installment
Pa)ments;
(iv) With certain exceptions and conditions set forth therein, the portion of
Installment Payments payable by Augusta under the Installment Sale Agreement which is
designated as interest, as provided in the Installment Sale Agreement, is excludable from gross
income for federal income tax purposes under the Code and is exempt from State of Georgia
income tax under existing statutes; and
(d) Such other documents, certificates and opinions as may be required by Bond Counsel.
Sedion 2.08. Mutilated. Lost. Stolen or Destroyed Certificates. If any certificate is
mutilated, I.ost, stolen or destroyed, the Trustee shall execute and authenticate a new Certificate of the
same date and denomination as that mutilated, lost, stolen or destroyed; provided that in the case of
any mutilated Certificate, such mutilated Certificate shall first be surrendered to the Trustee, and in the
case of any lost, stolen or destroyed Certificate, there shall be first furnished to the Trustee evidence of
such loss, theft or destruction satisfactory to the Trustee, together with an indemnity satisfactory to
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them. In tbe event any such Certificate shall have matured or been called for redemption, instead of
issuing a duplicate Certificate, the Trustee may pay the same. The Trustee may charge the owner of
such Certifil:ate with his reasonable fees and expenses in connection with replacing any Certificate
mutilated, lost, stolen or destroyed.
SecHon 2.09. Transfer and Exchanee of Certificates: Persons Treated as Owners:' The
Trustee shall keep books for the transfer of the Certificates as provided in this Trust Indenture. A
Certificate should be purchased only by an "Accredited Investor" as that term is defined by Regulation
D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as
amended. No official statement or other offering document has been prepared or executed in
connection with the issuance of the Certificates. The Certificates shall not be transferred if the transfer
would void the exemption contained in Securities and Exchange Commission Rule 15c2-12(d)(I)(i),
the exemption from the continuing disclosure requirements of the Securities and Exchange Commission
Rule 15c2-12(b)(5) or any similar rules or statutes in effect at the time of such transfer. Upon
surrender for transfer of any Certificate at the principal office of the Trustee, duly endorsed for transfer
or accompanied by an assigmnent duly executed by the registered owner or his attorney duly
authorized in writing, and if required by the Trustee, an opinion of counsel satisfactory to the Trustee
iliat the limitations on tranefer herein set forth have.been complied with, the Trustee shall execute on_
- ---- : behalf of the Trust a.'ld.the Trustee shall authenticate and the Trustee shall deliver in the-name'ofthe --
transferee or transferees a new Certificate or Certificates for a.like.aggregate principal amount as those
surrendered. The Trustee shall also maintain as part of the books for the transfer of the Certificates a
record of th€: unpaid principal amount under each outstanding Certificate.
The person in whose name any Certificate shall be registered shall be deemed and regarded for
all purposes as the absolute owner thereoffor all purposes, and payment of or on account of the
principal of or interest on any Certificate shall be made only to or upon the written order of the
registered owner thereof or his legal representative and neither RCPF nor the Trustee shall be affected
by any notiC4~ to the contrary, but such registration may be changed as hereinabove provided. All such
payments shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the
extent of the sum or sums paid.
The Trustee shall require the payment by any Certificateholder requesting exchange or transfer
of a sum sufiicient to cover any tax or other governmental charge required to be paid with respect to
such exchange or transfer.
If for any reason the Trustee does not have a sufficient amount of printed forms of Certificates
available to perform its duties hereunder, the Trustee may have more of such forms printed in any
number deemed reasonable, the cost thereof to be paid by Augusta.
Notwithstanding the foregoing, following an Event of Non-Appropriation, the Trustee shall not
be required to register any transfer of a Certificate unless there is submitted to the Trustee an opinion
of counsel satisfactory to the Trustee to the effect that such transfer is pursuant to a registration of the
Certificate under the Securities Act of 1933 and applicable blue sky laws or an applicable exemption
therefrom.
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Section 2.10. Destruction of Certificates. Whenever any outstanding Certificate shall be
delivered to the Trustee for cancellation pursuant to this Trust Indenture, upon payment of the
principal amount thereof or for replacement or transfer or exchange pursuant to the terms hereof: such
Certificate shall be canceled and shall be destroyed by the Trustee.
[END OF ARTICLE II]
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ARTICLE ill
REVENUES AND FUNDS
SecHon 3.01. Payments Under the InstSllllment Sale Agreement. The payments made under
the Installment Sale Agreement shall be applied as follows:
(i) Excess in PrQject Fund. Following the Completion Date, excess funds in the Ptbject
Fund shall be applied as set forth in Section 3.04(d) hereof and Sections 4.4(a)(I) and 4.8 of the
Installment Sale Agreement~
(ii) Principal P&YJTlents. Basic Payments made pursuant to Section 4.4(a)(2) of the
Installment Sale Agreement shall be deposited into the Payment Subaccount of the Principal Account
of the Cert~ficate Payment Fund~
(ill) Termination Payments. A Termination Payment made pursuant to Section 4.4(a)(3) of
the Installment Sale Agreement shall be deposited into the Redemption Subaccount of the Principal
Account of the Certificate Payment Fund~
(iv) Supplel'!lental Pavments. The payments made..;mrsuant to S~ion 4.4( a)( 4) of the.
Installment Sale Agreement shall be deposited i..'lto the-l'lterest Account of the Certificate Payment
Fund~
(v) Administrative Expense. The Administrative Expense Payments made pursuant to
Section 4.4(a)(7) of the Installment Sale Agreement shall be deposited into the Administrative Expense
Payment Fu.nd~
(vi) Prep&YJTlent of Basic Payments. The prepayment of Basic Payments made under the
provisions of Section 4.5(c) of the Installment Sale Agreement, ifany, shall be deposited into the
Redemption Subaccount of the Principal Account of the Certificate Payment Fund~
(vii) Liquidation Proceeds. Upon receipt, Liquidation Proceeds and any other amounts
realized upon an Event of Default under the Installment Sale Agreement shall be deposited into the
Redemption Subaccount of the Principal Account of the Certificate Payment Fund.
Secltion 3.02. . Creation of Funds and Accounts. There are hereby established the following
Funds, Accounts and Sub accounts to be held by the Trustee:
(a) a Project Fund for Augusta~
(b) a Certificate Payment Fund to be held by the Trustee and within such fund~
(i) an Interest Account~ and
(ii) a Principal Account, and within such account a Payment Subaccount and a
Redemption Subaccount~ and .
( c) an Administrative Expense Payment Fund for Augusta.
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Sedion 3.03. Application of Certificate Proceeds. The net proceeds of the sale of the
Certificates shall be applied as follows:
(a) There shall be deposited into the Project Fund the sum specified in Exhibit" A" to the
Installment Sale Agreement;
(b) There shall be deposited into the Interest Account of the Certificate Payment FUnd the
accrued interest on the Certificates) if any;
(c) There shall be paid to Augusta the Pre-Sale Cost Amount; and
(d) The balance of the proceeds shall be applied by the Trustee (or paid directly from "
proceeds by the purchaser of the Certificates) at the written direction of Augusta to payment of costs
incurred in connection with the issuance of the Certificates) including, but not limited to) initial or
acceptance fees and expenses of the Trustee) legal) accounting) financial (including compensation to
underwriters)) rating agency fees and expenses) recording and filing fees) fees and expenses ofRCPF)
costs of title insurance) printing and engraving) and other fees and C03tS in connection therewith.
S~ltion 3,04. Pr\>>ject Fucrl.
- - .. -
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(a) Earnings on amounts on deposit in the Project Fund shall be credited to_'such Fund.
(b) Prior to any disbursement from the Project Fund) there shall be filed with the Trustee a
requisition nigned by the Authorized City Representative in the form specified in the Installment Sale
Agreement.
(c) Subject to the requirements of Section 3. 04(b) and the applicable provisions of the
Installment Sale Agreement) moneys in the Project Fund shall be disbursed for the acquisition and
construction of the Project to pay any amount requisitioned to) or upon the order of, Augusta upon
receipt by the Trustee of the items specified in Section 4.2 of the Installment Sale Agreement.
(d) Following the earlier of (i) the third anniversary of the Closing Date) or (ii) the delivery
of a CompI(:tion Certificate) investment of amounts in the Project Fund shall be restricted to an
investment yield not in excess of the yield on the Certificates) unless Augusta shall furnish the Trustee
with an opi1:~on of Bond Counsel that such yield restriction is not required. Yields shall be determined
as required in Section 148 of the Code. Following the delivery ofa Completion Certificate all moneys
on deposit in the Project Fund shall be applied in accordance with the provisions of Section 4.8 of the
Installment :;ale Agreement.
(e) Upon an Event of Non-Appropriation or any other termination of the Installment Sale
Agreement (whether pursuant to the exercise by Augusta of its option to prepay Basic Payments and
terminate thl~ Installment Sale Agreement, the exercise of remedies upon an Event of Default or
otherwise) c.r upon an Event of Default under the Installment Sale Agreement requiring the surrender
of the Proje<:t to the Trustee pursuant to Section 8.4 of the Installment Sale Agreement, the Trustee
shall immediately upon any such event transfer all amounts on deposit in the Project Fund to the
Redemption Subaccount of the Principal Account of the Certificate Payment Fund.
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(f) So long as no Event of Non-Appropriation or Event of Default occurs under the
Installment Sale Agreement, moneys on deposit in the Project Fund shall be subject to the beneficial
interest of Augusta as provided herein and in the Installment Sale Agreement.
Section 3.05. [Reserved]
Section 3.06. Certificate Payment Fund. Principal of and premium, if any, on the ..
Certificates;. whether at maturity or pursuant to redemption, shall be paid from amounts on deposit in
the Principal Account of the Certificate Payment Fund and interest on the Certificates shall be paid
from amounts on deposit in the Interest Account of the Certificate Payment Fund. To the extent
practicable, amounts on deposit in the Certificate Payment Fund may be invested by the Trustee in its
sole discreti.on in Permitted Investments. If moneys in the Certificate Payment Fund cannot be invested
in Pennitted Investments so as to assure timely payment on the Certificates, such moneys shall remain
uninvested.
Section 3.07. Administrative Expense Payment Fund.
(a) The Trustee shall bill Augusta annually for Administrative Expenses. Ifat any time
dUFJ}g-a calendar year the- Truste~ :-hal! ha.ve detennined that the aggregate amount ofAdminist~ve-
--Expense-Payments deposited to date and to be deposited in AuguBta~s :Administrative Ex-psasePaymeat -'_
Fund is or will be less than Augusta's kdministrative Expenses for the then current calendar year and
any other known payments due under Section 5.4 of the Installment Sale Agreement during the then
current calendar year, then the Trustee shall bill Augusta so as to assure as nearly as is practicable
amounts sufficient in the Administrative Expense Fund to make the payments required to be made from
such Fund during the calendar year. If on December 31 of any year the aggregate amount of
Administrative Expense Payments or other payments deposited in Augusta's Administrative Expense
Payment Fund exceeds Augusta's Administrative Expenses and any other payments due under Section
5.4 of the Installment Sale Agreement for the Installment Sale Agreement Year then ended, then such
excess amO:Llnt shall be credited to Augusta's Administrative Expense Payments and other payments
due under Section 5.4 of the Installment Sale Agreement for the next calendar year.
(b) The Trustee shall disburse such amounts in the Administrative Expense Payment Fund
to the persc'ns entitled to such amounts pursuant to the bills submitted in accordance with this Trust
Indenture. [f at the time any amount is due hereunder and moneys are insufficient to pay all amounts
then due, then the fees and expenses shall be paid in the following order of priority:
(i) Regularly scheduled fees due under this Trust Indenture; and
(ii) Other fees, expenses or costs payable under this Trust Indenture.
(c) Notwithstanding the foregoing, expenses incurred by the Trustee for the account of
Augusta, for example, expenses associated with the restriction of yield on Augusta's funds or accounts,
may be billed by the Trustee to Augusta.
Secltion 3.08. Amounts Remainina: in Funds and Accounts. Any amounts remaining in any
fund created hereunder after full payment of the Certificates and any amounts owing to the Trustee or
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RCPF pursuant to this Trust Indenture or the Installment Sale Agreement shall, after such full payment
or provisioI11 shall have been made, be distributed by the Trustee to Augusta.
Section 3.09. Reports. The Trustee shall furnish semi-annually as of June 30 and December
31 to Auguftta and RCPF, a report on the status of each of the Funds and Accounts within Funds
- established under this Article ill which are held by the Trustee, showing at least the balance in each
such Fund or Account, the total of deposits to and the total of disbursements from each such Pbnd or
Account, thl~ dates of such deposits and disbursements, and the Funds and Accounts to and from which
such disbursements and deposits have been made.
Section 3.10. Investment of Funds.
(a) Except as provided in Section 3.05 hereof: moneys in the Funds and Accounts
hereunder shall be continuously invested to the fullest extent practicable but only in Pennitted
Investments.
Augusta shall direct in writing the investment of all moneys, but in the absence of such written
direction the Trustee may, but shall not be required to, make such investments in clause (i) of the
definition of Permitted Investmenl~ in Section 1.01-. lQvestments shall be_made so as..to mature..on or
prior to the date or dates thaLmoneys theFefh,m-are-a.'1ticipated t.Q..b.e.required~__The Trustee may trade
with jtselfin the purchase and sale of securities for such investment. If the Trustee complies withthe-- ", ----
provisions of this Section 3.10, any investment losses shall be borne by the Fund or Account in which
the lost moneys had been deposited. The Trustee shall sell and reduce to cash a sufficient amount of
such investments in the respective Fund or Account whenever the cash balance therein is insufficient to
pay the amount required to be paid therefrom.
(b) If an amount shall be hel~ in a Project Fund from and after the third anniversary of the
issuance of the Certificates, the Trustee shall invest such amount only in (i) obligations described in
Section 103 of the Code (excluding "private activity bonds," as defined in Section 141 of the Code) or
(ii) securities for which there is an established market, including U.S. Treasury Obligations, State and
Local Government Series and for which market price is paid, such securities to have a yield of 0% per
annum unless the Trustee receives an opinion of Bond Counsel to the effect that investment at a higher
rate will not cause any of the Certificates to become "arbitrage bonds" within the meaning of Section
148 of the Code and will not otherwise adversely affect the exclusion of interest on the Certificates
from gross inlx>me of the holders thereof for federal income tax purposes.
Secti()n 3.11. Other Payments. Any payments made under the Installment Sale Agreement
which are received by the Trustee which are not otherwise provided for in this Trust Indenture shall be
received by the Trustee for the benefit of the party with respect to whom such payment was made as
provided in the Installment Sale Agreement, and be immediately transferred by the Trustee to the
appropriate recipient.
Section 3.12. Amounts Held in Trust. All moneys received by the Trustee under the
provisions of this Trust Agreement shall be trust funds under the terms hereof for the benefit of the
holders of all Certificates and shall not otherwise be subject to lien or attacrunent of any creditor of
RCPF or Augusta. Such moneys shall be held in trust and applied in accordance with the provisions of
this Trust Indmture.
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Section 3.13. Valuation. In computing the amount in any Fund or Account held under the
provisions of this Trust Indenture (except for purposes of complying with Section 148 of the Code),
obligations purchased as an investment of moneys therein shall be valued at the cost or market price
thereof: whichever is lower, exclusive of accrued interest.. Where market prices for obligations held
hereunder are not readily available, the market price for such obligations may be determined in such
manner as the Trustee deems reasonable.
[END OF ARTICLE llI]
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ARTICLE IV
REDEMPTION OF CERTIFICATES
Section 4.01. Redemption Generally.
(a) Optional Redemption. Upon deposit of moneys into the Redemption Subaccount of the
Principal Account of the Certificate Payment Fund pursuant to Section 3.01(vii), the Trustee m-tall
proceed to call the Certificates (or portions thereot) for redemption pursuant to Section 4.02, in the
aggregate principal amount of the deposit into the Redemption Subaccount of the Principal Account of
the Certifi<:ate Payment Fund in the manner hereinafter set forth so as to effect a redemption of
Certificate:i on the next Interest Payment Date.
(b) MandatoI)' Redemption. Upon deposit of moneys into the Redemption Subaccount of
the Principal Account of the Certificate Payment Fund pursuant to Section 3.01(vii) giving rise to a
mandatory redemption pursuant to Section 4.03(a) and the outstanding Installment Sale Amount
relating thereto, the Trustee shall proceed to call Certificates (or portions thereof) for redemption in the
manner he:reinafter set forth. In such event, Certificates shall be called for redemption in a principal
amount equal to the Installment Sale Amount with respect to which the Event of Non-Appropriation or
the Event of Default occurred.
Sedion 4.02. Optional Redemption oftbe.Certificaks....--The C~rtificates are subject to
optional n;:demption as a result of the exercise of certain purchase options of Augusta set forth in
Section 4.5(c) of the Installment Sale Agreement from the prepayment by Augusta of Basic Payments
and other amounts, on any Interest Payment Date, in whole or in part, at the principal amount thereof
plus accmed interest to the redemption date.
Sedion 4.03. Mandatory Redemption of the Certificates.
(a) Non-Appropriation or Default. The Certificates are subject to mandatory redemption
by the Trustee in whole, after termination of the Installment Sale Agreement as a result of an Event of
Non-Appropriation or an Event of Default (as defined in the Installment Sale Agreement). The Trustee
may establlish such additional dates for the payment of portions of the redemption price as may be
appropriate, taking into consideration the dates when amounts available to pay portions of the
redemption price are available. Interest on the Certificates shall cease to accrue on the date of any such
redemption. If such redemption is to be made following the occurrence of an Event of Non-
Appropriation as provided above, the Trustee shall give prompt notice to the Owners of the
Certificat(:s of such fact.
(b) Redemption Price. The redemption price for all redemptions pursuant to this Section
4.03 shall be equal to the principal amount being redeemed plus accrued interest to any date on which
the Certificates are scheduled to be redeemed.
Section 4.04. Notice of Redemption. When redemption is authorized or required pursuant to
this Article IV, the Trustee shall give notice of the redemption of the Certificates to the Owners of the
Certificates. Such notice shall specify: (a) that the Certificates or a designated portion thereof are to be
redeemed, (b) the date of notice and the date of redemption, (c) the method of payment, and (d)
descriptive information regarding the Certificates including the dated date, interest rate, and stated
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maturity date. Such notice shall further state that on the specified date there shall become due and
payable upo:n each Certificate the portion of the principal amount of such Certificate to be redeemed,
together with interest accrued to said date, and that from and after such date, provided that moneys
therefor have been deposited with the Trustee, interest with respect thereto shall cease to accrue and be
payable.
The Trustee shall take the following actions with respect to such notice of redemption:"
(a) Notice of redemption shall be given by mailing, first class, postage prepaid, at least
thirty and not more than sixty days prior to said redemption date, copies thereof to the Owners of the
Certificates. Neither any defect in the mailing of such notice to any Owner or the notices provided in
(a) hereof nor the failure of any Owner to receive such notice or of any other party to receive the
notices provided in (a) hereof shall affect the validity of the proceedings for the redemption of the
Certificates or portions thereof of any Owner who received such notice.
(b) Redemption of the Certificates shall be permitted at any time so long as funds for such
redemption are irrevocably deposited with the Trustee prior to rendering notice of redemption to the
Certificateholders, or in the alternative, the notice expressly states that such redemption is subject to
the deposit offunds with the Trustee.
Secition 4.05. Certificates Due smd Payable on Redemption Date: Interest Ceases to
Accrue. On the redemption date the principal amount of each Certificate to be redeemed, together
with the pn:mium, if any, and accrued interest thereon to such date, shall become due and payable; and
from and after such date, notice having been given and moneys available solely for such redemption
being on deposit with the Trustee in accordance with the provisions of this Article IV, then,
notwithstanding that any Certificates (or portion thereof) called for redemption shall not have been
surrendereC~ no further interest shall accrue on such Certificates or the portions thereof called for
redemption. From and after such date of redemption (such notice having been given and moneys
available solely for such redemption being on deposit with the Trustee), the Certificates (or portions
thereof) shall not be deemed to be Outstanding hereunder, and the Trust shall be under no further
liability in respect thereof
Section 4.06. Partial Redemption of Certificates.
(a) If the Certificates are to be redeemed in part pursuant to Section 3.01(vii), such
redemption shall be Proportionate among all Certificates; and each of the Certificates shall be redeemed
by its Proportionate share. If the Certificates are to be redeemed in part pursuant to Section 3.01(vi),
the Trustee: shall prorate the principal amount of Certificates to be prepaid among all owners (for this
purpose all Certificates registered in the name of the same owner shall be aggregated and treated as a
single Certificate held by such owner) of the Certificates in proportion to the principal amount of such
Certificate~: registered in the name of each such registered owner. The Trustee shall then designate the
particular Certificates or portions thereof of the principal amount so prorated to each such registered
owner whic;h are to be prepaid; provided, however, that in any such pro-rating pursuant to this
paragraph lthe Trustee shall, according to such method as it shall deem proper in its discretion, make
such adjustments by increasing or decreasing by not more than $5,000 the amount which would be
allocable 0 n the basis of exact proportion to anyone or more registered owners of Certificates as may
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be necessary to the end that the principal amount of the Certificates so pro-rated shall be in each
instance $5,000 or an integral multiple of$5,000.
(b) Upon surrender of any Certificate called for redemption in part only, the Trustee shall
execute and the Trustee shall authenticate and deliver to the registered owner thereot: a new Certificate
or Certificates in an aggregate principal amount equal to the unredeemed portion of the Certificate
surrendered. ..
[END OF ARTICLE IV]
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ARTICLE V
DISCHARGE OF TRUST INDENTURE
SediOD 5.01. Termination. The respective obligations and responsibilities ofRCPF and the
Trustee cre<lted by this Trust Indenture and the Trust created by this Trust Indenture shall terminate
upon the payment to the Certificateholders of all amounts required to be paid to them pursuant to this
'frust Indenture. All remaining trust property, if any, shall be distributed to Augusta. ..
Sect:ioD 5.02. Discharge of Lien.
(a) If there is paid or provision for payment is made as provided in paragraph (b) below, to
or for the Certificateholders, all amounts required to be paid on the Certificates, including redemption
premium, if any, in the manner stipulated in the Certificates and in this Trust Indenture, and all
Administra1ive Expenses due or to become due to and including the date of discharge of this Trust
Indenture, llnd if no Event of Default exists under the Installment Sale Agreement, then all rights and
obligations ofRCPF and the Trustee under this Trust Indenture will terminate and be of no further
force and e:ff'ect and the Trustee will cancel and discharge the Security Deed and the Installment Sale
Agreement and reconvey, release and assign to Augusta all title and interest in and to the Project,
ex~pt that the Tiustee shall maintain amounts-50 required. to be paid under the.Certificates... -
(b) The Certificates will be deemoo to be paid when (1). there has b~en irrevocably
deposited with Trustee, in trust and irrevocably set aside exclusively for such payment when due and
payable obligations of the type set forth in clause (i) of the definition of Permitted Investments which
are not callable prior to their maturity and which mature and bear interest in such amounts and at such
times as win provide such amounts and at such times as will insure the availability of sufficient moneys
to make the payments described in paragraph (a) above when due and payable, and all necessary fees,
compensati.on and expenses of the Trustee pertaining to the Certificates; (2) the Trustee has received a
verificatioI1I report with respect to the sufficiency of amounts described in clause (1), by a verifier
acceptable to the in form and substance satisfactory to the Trustee; and (3) the Trustee has received
an opinion of Bond Counsel, rendered to the Trustee, to the effect that all of the requirements of this
'frust Indenture and the Installment Sale Agreement for the making of provision for payment of the
Certificate:. as contemplated hereby have been complied with.
[END OF ARTICLE V]
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ARTICLE VI
DEFAULT PROVISIONS AND REMEDIES
Sedion 6.01. Defaults. Events of Default. The occurrence of any of the following events
shall constitute an "Event of Default" under this Trust Indenture:
(a) Any failure by Augusta to deliver to the Trustee any amounts required to be so"
delivered by Augusta under the terms of the Installment Sale Agreement; or
(b) The occurrence and continuance ofan "Event of Default" as such term is defined in the
Installment Sale Agreement,
Section 6.02. Trustee's Remedies. When any Event of Default hereunder has occurred and is
continuin~~ the Trustee shall have all the rights and remedies with respect to the Trust Estate as the
Seller has under the pertinent provisions of the Installment Sale Agreement and as are provided for in
the Installment Sale Agreement, subject to the restrictions and limitations therein provided.
[END OF ARTICLE VI]
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ARTICLE vn
THE TRUSTEE
Section 7.01. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon
it by this TlUst Indenture, and agrees to perform said trusts, but only upon and subject to the following
express tenus and conditions:
..
(a) The Trustee, prior to the occurrence ofan Event of Default and after the curing ofall
Events of Default which may have occurred, undertakes to perform such duties and only such duties as
are specific illy set forth in this Trust Indenture. In case an Event of Default has occurred (which has
not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this
Trust Indel1lture, and use the same degree of care and skill in their exercise, as a reasonable man with
fiduciary obligations would exercise or use under the circumstances in the conduct of such fiduciary
affairs.
(b) The Trustee may execute any of the trusts or powers hereof and perform any of its
duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct
of the same in accordance with the standard specified above, and shall be entitled to advice of counsel
-- n_ {'.ol1cerning.~J1 matter&"Qf.tmst hercofandthe dntiea.hereunder, 8nd.may in.alLcasespa}Uluch-h_ -__,._
reasonable .compensation to all such attoffiey.&,agents,-receivers and employees as may'reasonably,b~
-~ employed in connection with the trusts hereof The Trustee may rely upon the opinion or advice of any'
attorneys (who may but need not be the attorney or attorneys for RCPF) approved by the Trustee in
the exercis(: of reasonable care. The Trustee shall not be responsible for any loss or damage resulting
from any action or non-action in good faith in reliance upon such opinion or advice.
(c) The Trustee shall not be responsible for any recital herein, in the Installment Sale
Agreement, or in the Certificates (except in respect to the certificate of the Trustee endorsed on the
Certificates), or for the validity of the execution by RCPF of this Trust Indenture or of any supplements
hereto or instruments of further assurance, or for the sufficiency of the security for the Certificates
issued herelmder or intended to be secured hereby.
(d) The Trustee shall not be accountable for the use of any Certificates authenticated or
delivered h(~reunder. The Trustee may become the owner of Certificates secured hereby with the same
rights which it would have if not the Trustee.
( e) The Trustee shall be protected in acting upon any notice, request, consent, certificate,
order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to
have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to
this Trust Indenture upon the request or authority or consent of any person who at the time of making
such request or giving such authority or consent is the registered owner of any Certificate, shall be
conclusive lmd binding upon all future owners of the same Certificate and upon Certificates issued in
exchange tberefor or in place thereofe
(f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any
instrument, paper or proceeding, the Trustee shall be entitled in good faith to rely upon a certificate
signed by an authorized officer ofRCPF or Augusta as sufficient evidence of the facts therein
contained and prior to the occurrence ofa default of which the Trustee has knowledge, or is deemed to
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have noti~: pursuant to Section 7.01(e), shall also be at liberty to accept a similar certificate to the
effect that ,any particular dealing, transaction or action is necessary or expedient, but may, at its
discretion :;ecure such further evidence deemed necessary or advisable, but shall in no case be bound to
secure the same. The Trustee may accept a certificate of an authorized officer ofRCPF or Augusta
under its st~ to the effect that a resolution in the fonn therein set forth has been adopted by RCPF or
Augusta, as applicable, as conclusive evidence that such resolution has been duly adopted, and is in.full
force and e:ffect. ..
(g) The pennissive right of the Trustee to do things enumerated in this Trust Indenture shall
not, unless otherwise provided herein, be construed as a duty and it shall not be answerable for other
than its gross negligence or willful default.
(h) At any and all reasonable times, the Trustee and its duly authorized agents, attorneys,
experts, engineers, accountants and representatives shall have the right to inspect any and all of the
books, papers and records ofRCPF or Augusta pertaining to the revenues, receipts and payments
under the Installment Sale Agreement and the Certificates, and to take such memoranda from and in
regard thereto as may be desired.
- (i) .The Trustee shall not be required to giv..e any_bond_OLsurety in.respccLofthe execution _ -
'- of the said trusts and powers or otherwise in respect of the premises. c- ~ _-- - .-.
G) Notwithstanding anything elsewhere in this Trust Indenture contained, the Trustee shall
have the right, but shall not be required, to demand, in respect of the authentication of any Certificates,
the withdrawal of any cash, or any action whatsoever within the purview of this Trust Indenture, any
showings, l:ertificates, opinions, appraisals or other infonnation, or corporate action or evidence
thereot: in addition to that by the tenns hereof required, as a condition of such action by the Trustee
deemed desirable for the purpose of establishing the right ofRCPF to the authentication of any
CertificateH, the withdrawal of any cash, or the taking of any other action by the Trustee.
(k) All moneys received by the Trustee shall, until used or applied or invested as herein
provided, be held in trust for the purposes for which they were received but need not be segregated
from other funds except to the extent required by law or hereunder. The Trustee shall not be under any
liability for interest on any moneys received hereunder except such as may be agreed upon pursuant to
the tenns hereof
(I) No provision of this Trust Indenture shall require the Trustee to expend or risk its own
funds or otherwise risk any financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(m} Except as set forth in this Trust Indenture, the Trust and the Trustee on its behalf shall
not have power to incur indebtedness or engage in other activities.
Sedion 7.02. Fees. Cbarges and Expenses of Trustee. The Trustee shall be entitled to
payment and reimbursement for reasonable fees for its services rendered hereunder and all advances,
counsel fee:s and expenses and other expenses reasonably made or incurred by the Trustee in
connection with such services, but solely from payments made or to be made by Augusta under the
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Installment ~;ale Agreement and deposited into the Administrative Expense Payment Fund. The
Trustee shat[ have no lien on the Installment Payments.
Sectilon 7.03. Intervention by Trustee. In any judicial proceeding to which RCPF or
Augusta is a party and which, in the opinion of the Trustee and its counsel, might have a material
bearing on the interests of owners of the Certificates, the Trustee may intervene on behalf of the
Certificate holders, and shall do so if requested in writing by the owners of at least twenty-five percent
(25%) of tht: aggregate principal amount of Certificates then outstanding.
Sectiion 7.04. Successor Trustee. Any corporation or association into which the Trustee may
be converted or merged, or with which it may be consolidated, or to which it may sell or transfer any
portion of it:; corporate trust business and assets relating to this Trust Indenture, or any corporation or
association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a
party, shall be and become successor Trustee hereunder and vested with all of the title to the trust
estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its
predecessor, without the execution or filing of any instrument or any further act, deed or conveyance
on the part of any of the palties hereto, anything herein to the contrary notwithstanding.
"--.- Se~tiion 7.05. .!t("..sienai!!)D hy. Tn.Jst~__-ThgJ!1.!stee_~O{La(!y_successor Tru,'rt~ may at any _ ~
-time resign from the trusts hereby createdby:givingthirty day,,' written notice ey-r-egistered-er-certified-
mail to RCP:F and to Augusta and by United StatesmaiJ, postage prepaid, to the registered Owner of
each Certificate and such resignation shall take effect upon the appointment of a successor Trustee
pursuant to Section 7.06 and the acceptance of such appointment by such successor.
Sectiion 7.06. Appointment of Successor Trustee by the Certificate holders: Temporary
Trustee. In case the Trustee hereunder shall resign or be removed, or be dissolved, or shall be in the
course of diBsolution or liquidation or otherwise become incapable of acting hereunder, or in case it
shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a
successor may be appointed by the owners of a majority in aggregate principal amount of all
Certificates then Outstanding hereunder, by an instrument or concurrent instruments in writing signed
by such owners, or by their attorneys in fact, duly authorized and a copy of which shall be delivered
personally olr sent by registered mail to RCPF and to Augusta. Nevertheless, in case of such vacancy,
RCPF may a.ppoint a temporary Trustee to fill such vacancy until a successor to the Trustee shall be
appointed by the Certificate holders in the manner above prescribed; and any such temporary Trustee
so appointed shall immediately and without further act be superseded by any Trustee so appointed by
such Certificate holders. Notice of the appointment of a successor Trustee shall be given in the same
manner as provided by Section 7.05 hereof with respect to the resignation ofa Trustee. Every such
Trustee appointed pursuant to the provisions of this Section shall be a trust company or commercial
bank with tmst powers in good standing having a reported capital and surplus of not less than
$25,000,000, if there be such an institution willing, qualified and able to accept the Trust upon
reasonable or customary terms. In the event a successor Trustee has not been appointed by the
Owners of Certificates or has not accepted an appointment within sixty days of the resignation of the
Trustee, the Trustee may petition a court of competent jurisdiction to appoint a successor Trustee.
Sectiion 7.07. Concemine Any Successor Trustee. Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to its or his predecessor and also to RCPF an
instrument ill writing accepting such appointment hereunder, and thereupon such successor, without
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any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights,
powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on
the written request ofRCPF, or of the successor Trustee, execute and deliver an instrument
transferring to such successor Trustee all the estat~ properties, rights, powers and trusts of such
predecessor hereunder; and every predecessor Trustee shall deliver all securities, moneys, documents
and other property held by it as the Trustee hereunder to its or his successor hereunder. Should any
instrument in writing from RCPF be required by any successor Trustee for more fully and certainly
vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in
the predecessor any and all such instruments in writing shall, on request, be executed, acknowledged
and delivef(:d by RCPF. The resignation of any Trustee and the instrument or instruments removing
any Trustee and appointing a successor hereunder, together with all other instruments provided for in
this Article, shall be filed or recorded by the successor Trustee in each recording office where this Trust
Indenture shall have been filed or recorded.
The successor Trustee shall at all times be a commercial bank having trust powers or a trust
company.
Section 7.08. Appointment of Separate or Co-Trustee. It is the purpose of this Trust
-- - - -- .-Inc~!!t'.:retb~t there sb...all.-he..m) violatkm..of.any present or ..futclre law of any.jurisdiction-(inclllding..:...:-~~_ ....
particularly .the '.aw ofJ.he Stato) denying-orrcstricting-theright ofbaI"~1cing corporations or associations s. ..:;,_
to transact-business as.the Trustee in such jurisdiction. In view of the foregoing, the Trustee is hereby -
given the power to appoint an additional individual or institution as a separate or co-trustee in the
following circumstance:
In case of litigation under this Trust Indenture or the Installment Sale Agreement, and in
particular in the case of enforcement thereof on default, or in case the Trustee deems that by reason of
any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies
herein grant(:d to the Trustee or hold title to the properties, in trust, and as herein granted, or take any
other action which may be desirable or necessary in connection therewith, the Trustee may appoint an
additional individual or institution as a separate or co-Trustee.
In the event that the Trustee appoints an additional individual or institution as a separate or co-
Trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title,
interest and lien expressed or intended by this Trust Indenture to be exercised by or vested in or
conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-
Trustee but only to the extent necessary to enable such separate or co-Trustee to exercise such powers,
rights and remedies, and every covenant and obligation necessary to the exercise thereof by such
separate or co-Trustee shall run to and be enforceable by either of them.
Should any instrument in writing from RCPF or Augusta be required by the separate or co-
Trustee so ap'pointed by the Trustee for more fully and certainly vesting in and confinning to him or it
such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing
shall, on request, be executed, acknowledged and delivered by RCPF or Augusta. In case any separate
or co- Trust~:, or a successor to either, shall die, become incapable of acting, resign or be removed, all
the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-Trustee, so
far as permitted by law, shall vest in and be exercised by the Trustee until the appointment ofa new
Trustee or a ~:uccessor to such separate or co-Trustee.
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Section 7.09. Trustee Not Responsible for Obli2ations of the Trust. The Installment Sale
Agreement:iliall be the property of the Trust, and not of the Trustee personally. The Trust, but not the
Trustee penlOnally, shall be responsible and liable for any levies, liens and encumbrances on the Project
that are the :)Ubject of the Installment Sale Agreement and for any charges or taxes (local, state or
federal) impl;)sed upon the sale, purchase, possession, ownership or use thereof Without limiting the
generality of the foregoing, in no event shall the Trustee personally be responsible for sales or use, ad
valorem or other taxes with respect to the Installment Sale Agreement or the Project subject to-the
Installment Sale Agreement.
[END OF ARTICLE VII]
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ARTICLE vrn
MISCELLANEOUS
Sec:tion 8.01 . Amendment. This Trust Indenture may be amended from time to time by
RCPF and 1he Trustee, and the Trustee may from time to time consent to the amendment of the
Installment Sale Agreement, without the consent of any of the Certificate holders, to qualify tM's Trust
Indenture under the Trust Indenture Act of 1939, to cure any ambiguity, to correct or supplement any
provisions in this Trust Indenture or the Installment Sale Agreement that may be inconsistent with any
other provi:tions in this Trust Indenture or the Installment Sale Agreement, as the case may be, or to
add any oth.er provisions with respect to matters or questions arising under this Trust Indenture or the
Installment Sale Agreement, as the case.may be, that shall not be inconsistent with the provisions of
this Trust Indenture or the Installment Sale Agreement, as the case may'be; provided, however, that
such action shall not, as evidenced by an opinion of counsel, adversely affect in any material respect the
interests of any Certificateholder.
This Trust Indenture and the Installment Sale Agreement may also be amended from time to
time with the consent of the owners of not less than fifty-one percent of the aggregate outstanding
cprificipal amount of Certificates, ffif the.p"!.!r.pose.of-adding. ~proll.isio!1..s_to_Qr changing in any manner
..-..-- or el.imi...ati.ng any of the provisions of this Trust Indmture orthe-lnsi...lJ.ment-Sale Agreement-or of --,_ _
modifying in any manner the rights of the-owners of not less than fifty-one percent of the aggregate
outstanding principal amount of Certificates; provided, however, that no such amendment shall (a)
increase or reduce in any manner the amount ot: or accelerate or delay the timing of, collections of
Installment Payments or distributions that are required to be made on any certificate or (b) reduce the
aforesaid percentage required to consent to any such amendment, without the consent of the registered
owners of all Certificates.
Promptly after the execution of any such amendment or consent, the Trustee shall furnish
written notification of the substance of such amendment or consent to each Certificateholder.
It shall not be necessary for the consent of Certificate holders under this Section 8.01 to
approve th(: particular form of any proposed amendment or consent, but it shall be sufficient if such
consent shall approve the substance thereof The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificate holders shall be subject to such reasonable
requirements as the Trustee may prescribe.
Secltion 8.02 . Rights of Certificate holders. The death or incapacity of any Certificateholder
shall not operate to terminate this Trust Indenture or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or commence any proceeding in
any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations, and
liabilities of the parties to this Trust Indenture or any of them.
Anything in this Trust Indenture to the contrary notwithstanding, the holders of a majority in
aggregate principal amount of the Certificates then outstanding shall, upon providing to the Trustee
security and indemnification satisfactory to the Trustee, have the right, at any time, by an instrument or
instruments in writing executed and delivered to the Trustee, to direct the method and place of
conducting all proceedings to be taken in connection with the enforcement of the terms and conditions
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of this Trust Indenture; provided that such direction shall not be otherwise than in accordance with the
provisions of law and of this Trust Indenture.
Section 8.03 . Certificates Nonassessable and Fully Paid. Certificate holders shall not be
personally liable for obligations of the Trust, the fractional undivided interests represented by the
Certificates nhall be nonassessable for any losses or expenses of the Trust or for any reason
whatsoever, and Certificates upon authentication thereof by the Trustee are and shall be deemed fully
paid.
Section 8.04 . Severability. If any provision of this Trust Indenture shall be held or deemed to
be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision
or provisions herein or therein contained or render the same invalid, inoperative or unenforceable to
any extent whatever.
Section 8.05. Notices. Any notice, request, complaint, demand, communication or other
paper shall be sufficiently given and shall be deemed given when delivered or mailed by registered or
ce11ified mail, postage prepaid, or sent by telegram or telex, addressed to the parties as follows:
RCPF:
Richmon.d County Publie:Eacilities, Inc.
cl.o Burnside, Wall, Daniel, Ellison & Revell.
454 t'Tfeene Street
Augusta, Georgia 30901
Attention: Mr. James B. Wall
, -
-\00-.... .
Trustee:
Regions Bank
Corporate Trust Department
Sixth Floor
417 North 20th Street
Birmingham, Alabama 35203
The above parties may, by notice given hereunder, designate any further or different addresses
to which subsequent notices, certificates or other communications shall be sent.
Section 8.06 . Payments Due on Saturdays. Sundays and Holidays. In any case where the
date of payment of principal of or interest on the Certificates or the date fixed for redemption of any
Certificates shall be other than a Business Day, then such payment, redemption or purchase shall be
made on the succeeding Business Day with the same force and effect as if made on the date of maturity
or the date fixed for redemption or the date fixed for purchase.
Section 8.07 . Security Interest. It is intended by the parties hereto that the transfer and
assignment by RCPF to the Trustee hereunder of the Installment Sale Agreement and other assets
conveyed hereunder shall be absolute and RCPF shall not retain any right, title or interest whatsoever in
any thereof; provided however, if and to the extent under applicable law RCPF shall be deemed to have
retained any legal or equitable right, title or interest therein or thereto, RCPF hereby transfers, conveys,
releases and relinquishes the same in favor of the Trustee and, in the alternative, grants, to and creates
in favor of the Trustee a security interest therein. RCPF hereby relinquishes any and all rights it may
have to any surplus under Article 9, Section 502 of the Uniform Commercial Code of Georgia, and the
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Trustee hereby agrees that RCPF shall not be liable for any deficiency pursuant to that section, if that
section is applicable to the transactions contemplated hereby.
Section 8.08 . Counterparts. This Trust Indenture may be simultaneously executed in several
counterparts, I~ch of which shall be an original and all of which shall constitute but one and the same
instrument.
Section 8.9. Applicable Provisions of Law. This Trust Indenture shall be governed by and
construed in accordance with the laws of the State.
IN WJITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC., has
caused these presents to be signed in its name and on its behalfby its President and attested by its
Secretary and its seal to be hereunto affixed; and the Trustee, to evidence its acceptance of the trusts
created hereulllder, has caused this Trust Indenture to be executed in its name by its duly authorized
officers and its corporate seal to be hereunto affixed and duly attested, all as of the day and year first
above written.
[END OF ARTICLE VIll]
Signed, sealed and delivered
in the presence of:
RICHMOND COUNTY PUBLIC FACILITIES,
INC.
~~
Unofficial itness~
N~(d~
~ C:APrn.,~r.r> p~ &;d'N..f'
[NOTARIAL SEAL]
7),,19~
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Signed, sealed and delivered
in the presence of:
REGIONS BANK,
as Trustee
d...-lJP.I7"al ':Arnm&d
Unofficial 'Nitness
-k(..ft~
Notary Public
"'I "...., '-1' J~ :11"1' ~''''''= ~ ""= r> """",,';;'I
oiw'. \.J-.....," WI ..\SLi. .:..1<11:"1 '.r...~-ty.t'1~', ;, ?~:1:-.'.r
By:
~~~
Aut rized'Officer
Attest:
By: Oa;e:.u~~....~-,/ ~ ~~-.J
Authorized Officer
. [NOTARIAL SEAL]
[BANK SEAL]
;.
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EXHIBIT" A"
(Form of Certificate)
...
LEGEND: THIS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN
"ACCREDITED INVESTOR" AS THAT TERM IS DEFINED BY REGULATION D
PROMULGATED BY THE SECURITIES EXCHANGE CUMMISSION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. NO OFFICIAL STATEMENT OR OTHER
OFFERING DOCUMENT HAS BEEN PREPARED OR EXECUTED IN CONNECTION WITH
THE ISSUANCE OF THIS CERTIFICATE. THIS CERTIFICATE SHALL NOT BE
TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAlNED IN
SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12(d)(I)(i), THE EXEMPTION
FROM THE CONTINUING DISCLOSURE REQUIREMENTS OF SECURITIES AND
EXCHANGE COMMISSION RULE 15c2-12(b)(5) OR ANY SIMll..ARRULES OR STATUTES IN
EFFECT AT THE TIME OF SUCH TRANSFER.
RICHMUND COUNTY PUBLIC F ACn,ITIES, INC.
CERTIFICATE OF PARTICIPATION
(AUGUSTA GOLF COURSE PROJECT), SERIES 1998
, ....
.- -- ...
Evidencing a Proportionate, Undivided Interest in an Installment Sale Agreement (the "Installment Sale
Agreement") Between Augusta, Georgia and Richmond County Public Facilities, Inc.
Maturity ]~
Dated Date
Number
Registered Owner:
Initial Principal Amount:
Initial Interest Rate:
TEllS CERTIFIES THAT the principal amount of this Certificate less principal redemptions
thereof will be paid in lawful money of the United States of America to the registered owner shown
above, or registered assigns, upon Interest Payment Dates (as defined herein) in the amounts set forth
in the Tmst Indenture and the final payment of principal upon surrender of this Richmond County
Public Fll.cilities, Inc. Certificate of Participation (Augusta Golf Course Project), Series 1998 (this
"Certificate") on the Maturity Date shown above or on such earlier date or dates as herein described,
with interest on said sum from the Interest Payment Date next preceding the date of authentication
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hereof (unless the authentication date is an Interest Payment Date or prior to the first Interest Payment
Date, in which case it shall bear interest from such authentication date) at the Initial Interest Rate set
forth above as the same may be adjusted as hereinafter provided payable on the Interest Paym~t
Dates, subject to the provisions hereof respecting redemption before maturity.
This Certificate is one of the duly authorized Certificates issued in the aggregate principal
amount of $1,705,000. This Certificate is issued by the Richmond County Public Facilities, Inc.
Certificates of Participation (Augusta Golf Course Project), Series 1998 Trust (the "Trust") established
under, and :;ubject to the terms, provisions and conditions of, a Trust Indenture, dated as of June 1,
1998 (the "Trust Indenture"), between the Richmond County Public Facilities, Inc., (the "RCPF") and
Regions Bank, as trustee (the "Trustee"), to which Trust Indenture the owner of this Certificate by
virtue of the acceptance hereof assents and by which each such owner is bound. Copies of the Trust
Indenture may be obtained by Certificate holders upon request in writing to the Trustee at its principal
corporate trust office in . This Certificate represents a fractional undivided
interest in a Public Purpose Installment Sale Agreement (the "Installment Sale Agreement") between
RGPF and Augusta, Georgia ("Augusca'9 dated"aS of June 1, 1998, and the Installment Payments (as
defined in the Instai1'1l.ent Sale Agreement) to be made--~heteunder, a portion of which constitutes
principal and redemption premium (if any) and a portion of which constitutes interest. The fractional
interest represented by this Certificate is determined by dividing the outstanding principal amount
hereunder by the outstanding principal amount of all Certificates under the Trust Indenture. The
Installment Sale Agreement is to be administered pursuant to the Trust Indenture. The Installment
Payments under the Installment Sale Agreement will constitute currently budgeted expenditures of
Augusta. Augusta's obligations to make payments under the Installment Sale Agreement shall be from
year to year only and shall not constitute a mandatory payment obligation of Augusta in any calendar
year beyond the then current calendar year. The Installment Sale Agreement does not create a general
obligation of Augusta within the meaning of any constitutional debt limitation and does not directly or
indirectly 'Jbligate Augusta to make any payments beyond those appropriated in the sole discretion of
Augusta fj:>r any calendar year in which the Installment Sale Agreement shall be in effect. Augusta is
not obligated to renew the Installment Sale Agreement from year to year, and the taxing power of
Augusta i:; not pledged directly or indirectly or contingently to secure the Installment Payments.
The Certificates are issuable in the amount of $5,000 or any integral multiple thereof, in fully
registered form dated the Dated Date set forth above. Certificates may be transferred and exchanged at
the principal corporate trust office of the Trustee, in the manner and subject to the limitations and
condition,:; provided in the Trust Indenture.
The final principal installment of this Certificate is payable, at the Maturity Date shwon above,
upon the presentation and surrender thereof, at the corporate trust office of the Trustee and payment of
the interest with respect to this Certificate and the semi-annual prinicpal installments shall be made by
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the Trustee on each Interest Payment Date to the person appearing as the registered owner thereof as
of the close of business on the Record Date by check mailed to such registered owner at its address as
it appears o:n the registration books maintained by the Trustee or at such other address as is fuQIished
in writing to the Trustee, as registrar. The Record Date shall be the fifteenth day of the month
preceding eilch Interest Payment Date.
Interest is payable in arrears on June 30 and December 31 of each year, commencing
December 31, 1998, until maturity, redemption or acceleration, and if such day is not a Business Day,
on the next succeeding Business Day (each such day being an "Interest Payment Date"). This
Certificate :;hall bear interest at the Initial Interest Rate per annum shown above through December 31,
2003, and tnereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed 15% per
annum. "Adjusted Rate" means a rate of interest per annum equal to 95% of the United States
Treasury Bond rate for five (5) year maturities which shall be determined and set for each Adjusted
Rate Period on October 1 immediately preceeding the begining of such Adjusted Rate Period.
Adjusted Rate Period means the time period from January 1, 2004 through December 31,2008 and
from January 1,2009 and thereafter. ..
Intt:rest and the semi-annual priniipal installments due to any holder of Certificates in an
aggregate principal amount of$1,000,000 or more will be paid, upon the request of any such holder
delivered to the Trustee at least five Business Days prior to the due date of such payments, by wire
transfer to an account designated by such holder.
Reference is made to the Trust Indenture, the Installment Sale Agreement, and to all
supplements thereto for a description of the nature and extent of the Trust Estate, the rights, duties and
obligatiom. ofRCPF, the Trustee and Augusta, the rights of the holders of the Certificates, the issuance
of the Certificates, and the terms on which the Certificates are or may be issued and secured, and to all
the provisions of which the holder hereof by the acceptance of this Certificate assents.
Any term used in this Certificate as a defined term but not defined in this Certificate shall have
the meaning assigned to such tenn in the Trust Indenture or the Installment Sale Agreement.
Reference:; herein to the Certificate Payment Fund and the accounts therein shall be to the Certificate
Payment Fund and the accounts therein established under the Trust Indenture.
No recourse shall be had for the payment of the principal of, or interest on this Certificate or for
any claim based hereon or upon any obligation, covenant, or agreement contained herein or in the Trust
Indenture, against any past, present or future member, commissioner, mayor, officer, director, trustee,
agent or employee of the Trustee, RCPF or Augusta, either directly or through the Trustee or RCPF ,
or any member, commissioner, mayor, officer, director, trustee, agent or employee of any successor of
the Trust<::e, RCPF or Augusta, either personally or in such capacity under any rule oflaw or equity,
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statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such
liability of any such member, commissioner, mayor" officer, director, trustee, agent or employee, as
such, is hereby expressly waived and released as a condition of any consideration for the execu,tion of
the Trust Indenture and the issuance of this Certificate.
It is hereby certified that all conditions, acts and things required to exist, happen and be
performed under applicable law and under the Trust Indenture precedent to and in the issuance of this
Certificate, ,~xist, have happened and have been performed, and that the issuance, authentication and
delivery of this Certificate have been duly authorized.
This Certificate shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Trust Indenture until the certificate of authentication hereon shall have
been duly executed by the Trustee.
The Certificates are subject to extraordinary optional redemption in whole or in part upon the
occurrence' of cenain events described in Section 5.3 of the Installment Selie Agreement .~ ,- ..
,~---,("Extraordjnary Purchase Option") and are othern-ise.subject to.optional redemption~'LI:-luntary
.' Purchase Option") as a result ofthe exercise of certain purchase options of Augusta set forth in Section
4.5(c) of the Installment Sale Agreement from prepayments made by Augusta of Basic Payments (as
defined in the Installment Sale Agreement) and other amounts, on any Interest Payment Date, at the
principal amount thereof plus accrued interest to the redemption date,
The Certificates are subject to mandatory redemption in whole, after termination of the
Installment Sale Agreement as a result of an Event of Non-Appropriation or an Event of Default (as
defined in the InstalIment Sale Agreement). The Trustee shall apply to the payment of the redemption
price any amounts deposited from time to time in the Certificate Payment Fund with respect to which
the Event .ofNon-Appropriation or Event of Default occurred. The Trustee may establish such
additional dates for the payment of portions of the redemption price as may be appropriate, taking into
consideration the dates when amounts available to pay portions of the redemption price are available.
Amounts available to pay the redemption price may be insufficient, and the holders of the Certificates
shall have no recourse for any such insufficiencies. Interest on the Certificates shall cease to accrue on
the date orany such redemption.
The Certificates are subject to mandatory redemption in whole or in part on any Interest
Payment Date from, and to the extent of, amounts deposited in the Redemption Subaccount of the
Principal Account of the Certificate Payment Fund.
The redemption price for all redemptions shall be equal to the principal amount being redeemed
plus accmed interest to any date on which the Certificates are scheduled to be redeemed.
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Iftbe Certificates are to be redeemed in part following an Event of Default or an Event of Non-
Appropriatkm, such redemption shall be proportionate among all Certificates and each of the
Certificates shall be redeemed by its proportionate share. For each Certificate, "proportionate~means
an amount determined by multiplying the aggregate principal to be redeemed on all the Certificates
times a fraction the numerator of which is the outstanding principal amount of such Certificate and the
denominator of which is the outstanding principal amount of all Certificates.
If the Certificates are to be redeemed in part pursuant to an Extraordinary Purchase Option or a
Voluntary Option, the Trustee shall prorate the principal amount of Certificates to be redeemed among
all owners in integral multiples of$5,000 in the manner set forth in the Trust Indenture.
In the event the Certificates or portions thereof are called for redemption as aforesaid, notice
thereof identifYing the Certificates or portions thereof to be redeemed will be given by the Trustee by
mailing a copy of the redemption notice by first-class mail at least thirty days and not more than sixty
days prior to the date fixed for redemption to the registered owner of each Certificate at his address as
the same shall last appear upon the registration bOOKS~ Failure to give such notice by mailing to any
Certificateholder or any'defect therein, shall not affect the v~ity bf the redemption of ariy other
Certificate~:. Upon the giving of notice, if sufficient funds available solely for redemption are on
deposit with the Trustee, the Certificates or portions thereof so called for redemption cease to bear
interest on and after the specified redemption date.
GENERAL PROVISIONS
The term "Business Day" shall mean any day excluding Saturday, Sunday and any day on which
banks in Augusta, Georgia or in such other city in which the principal corporate trust office of the
Trustee is located are authorized by law or other governmental action to close.
Interest hereon shall be computed on the basis ofa 360-day year of twelve thirty-day months.
Subject to the provisions of the legend set forth at the top of this Certificate and the provisions
of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered owner hereof on
the books kept by the Trustee, in person or by his attorney duly authorized in writing, upon surrender
of this Certificate for transfer at the principal corporate trust office of the Trustee, and upon payment
of the charges and subject to the conditions provided in the Trust Indenture. Upon such transfer a new
Certificate or Certificates for the same aggregate principal amount of Certificates will be issued to the
designated transferee or transferees.
The Trustee may deem and treat the registered owner hereof as the absolute owner hereof
(whether or not this Certificate shall be overdue) for the purpose of receiving payment of, or on
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account ot: principal hereof and interest due hereon and for all other purposes, and the Trustee shall
not be affected by any notice to the contrary.
..
The Trustee will not be required to (i) transfer or exchange this Certificate during the period of
fifteen days next preceding any day upon which notice of redemption of such Certificate is to be made
or (ii) transfer or exchange any such Certificate after the giving of notice calling such Certificate for
redemption.
To the extent permitted by, and as provided in, the Trust Indenture, modifications or
amendment. of the Trust Indenture or the Installment Sale Agreement, may be made in certain
circumstances by the Trustee and RCPF without the consent of Certificate holder and in other instances
upon the consent in writing of the owners of not less than fifty-one percent in aggregate principal
amount of the Certificates then outstanding.
IN 1WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC. has
caused this Certificate to be executed in its mime arid on its behalf by the manual or facsimile signature
ofan authorized officer of the Trustee and the corporate seal of the Trustee to be hereunto affixed by
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facsimile or actual impression and attested to by the manual or facsimile signature of an authorized
officer of th(~ Trustee, all as of the year and day first above written.
..
RICHMOND COUNTY PUBLIC FACILITIES, INC.
CERTIFICATES OF P ARTICIP ATION (AUGUST A
GOLF COURSE PROJECT), SERlES 1998 TRUST
By: REGIONS BANK,
as Trustee
By:
Its Authorized Officer
Attest:
Its Authorized Officer
[BANK SEAL]
CERTIFICATE OF AUTHENTICATION
TIll:) Certificate is one of the Certificates described in the within-mentioned Trust Indenture.
Date of Authentication: July
,1998
Regions Bank,
AS TRUSTEE
By:
Amhorized Signatory
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
[please insert name and Social Security or other
identifying number of assignee] the within Certificate and all rights thereunder, and hereby irrevocably
constitutes. and appoints attorney, to transfer the within Certificate
on the books kept for registration thereof, with full power of substitution in the premises. The
undersign{:d certifies that it has complied with the restrictions set forth in the investment letter executed
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by the undemigned at the time of its purchase of this Certificate and the legend set forth at the
beginning of this Certificate, and that the transferee has delivered to the Trustee an investment letter in
substantially the same form as executed by the undersigned at the time of its purchase of the ..
Certificate.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face of
the within Certificate in every particular, without
alteration or enlargement or any change whatever.
Signature Guaranteed By:
[End of Form ofCertificateJ
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PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT
Dated as of June 1, 1998
between the
RICHMOND COUNTY PUBLIC FACILITIES, INC.,
as Seller
and
AUGUSTA, GEORGIA
as Purchaser
As set forth in Section 7.1 hereof: the interest of the Seller in this Public Purpose Installment
Sale Agreement and the Instalhnent Payments described herein have been assigned to Regions Bank,
as Trustee, under a Trust Indenture, dated as of June 1, 1998, between the Seller and the Trustee,
and are subject to the security interest of the Trustee.
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND EXHIBITS
Section 1. 1. Definitions and Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~ . . . . . . . . . 4
ARTICLE IT
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2..1. Representations, Covenants and Warranties of Augusta ..................... 5
Section 2.2. Representations, Covenants and Warranties ofRCPF . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE ill
SALE OF THE PROJECT
Section 3.1. Sale of the Project ................................................ 10
Section 3.2. Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE IV
DEPOSIT OF CERTIFICATE PROCEEDS;
AGREEMENT TO ACQUIRE, CONSTRUCT AND EQUIP THE PROJECT;
TERMINATION OF INSTALLMENT SALE AGREEMENT;
I~ST ALLMENT PAYMENTS; TITLE TO THE PROJECT; APPROPRIATION
Section 4.1. Deposit of Certificate Proceeds ...................................... 12
Section 4.2. Acquisition and Construction of Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4.3. Term of Agreement ............................................... 14
Section 4.4. Payments ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 4.5. Title to the Project; Purchase Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.6. Covenant as to Appropriation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.7. Payments for Project; Termination of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.8. Establishment of Completion Date .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE V
MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS
Section S.l. Maintenance, Taxes and Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section S.2. Cooperation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
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Section 5.3. Insurance~ Destruction or Damage to Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 5.4. Administrative Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.5. Environmental Representations and Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE VI
DISCLAIMER OF W ARRANTIES~ INDEMNIFICATION
Section 6.1. Disclaimer of Warranties ........................................... 25
Section 6.2. Augusta's Right to Enforce Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 6.3. Release and Indemnification Covenants ................................ 25
Section 6.4. Indemnification of Trustee ............................ . . . . . . . . . . . . . . 26
Section 6.5. Certain Indemnifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6..6. Limitation ...................................................... 26
ARTICLE VII
SUCCESSORS, ASSIGNMENT, PLEDGING, SALE, AND AMENDMENT
Section 7.1. Assignment by RCPF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.2. No Assignment by Augusta~ Leasing .................................. 27
Section 7.3. Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE VIII
EVENTS OF DEFAULT, NON-APPROPRIATION AND REMEDIES
Section g.1. Events of Default Defined .......................................... 29
Section g.2. Remedies on Default and Non-Appropriation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section n.3. Non-Appropriation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section B.4. Surrender of the Project. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section B.S. No Remedy Exclusive ............................................. 31
Section 8.6. Agreement to Pay Attorneys' Fees and Expenses ......................... 31
Section 8.7. No Additional Waiver Implied by one Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
ARTICLE IX
MISCELLANEOUS
Section 9.1. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 9.2. Binding Effect~ Assignment ......................................... 32
Section 9.3. Severability ..................................................... 32
Section 9.4. Amendments, Changes and Modifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 9.5. Further Assurances and Corrective Instruments .......................... 33
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Section 9.6. Execution in Counterparts .......................................... 33
Section 9.7. Applicable Law .................................................. 33
EXIllBIT A - Basic Terms; Minimum Annual Appropriated Amount
EXIllBIT B - Description of Project
EXHIBIT C - Form of Limited Warranty Deed
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PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT
TIUS PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT (this "Agreement"),
dated as of June 1, 1998, by and between Richmond County Public Facilities, Inc., a Georgia non-
profit corporation ("RCPF"), as seller and its successors and assigns, and Augusta, Georgia, a body
politic and corporate and a political subdivision of the State of Georgia, as purchaser (Augusta");
WITNESSETH
WHEREAS, Augusta is a duly and validly organized and existing county-wide government
which is a body corporate and politic and a political subdivision under and by virtue of the
Constitution and laws of the State of Georgia, including specifically Ga. L. 1995, p.3648, Ga.L. 1996
p.3607, and Ga. L. 1997, p.4024, and p.4690; and
\'\'HEREAS, Augusta has the power, pursuant to the laws of the State of Georgia, including
particularly Section 36-60-13 of the Official Code of Georgia Annotated, to enter into purchase, lease
purchase or installment purchase contracts to finance the acquisition of real or personal property and
the constlUction of improvements on real property; and
VVHEREAS, Augusta has determined that it is in its best interest to purchase the hereinafter
described Project from RCPF pursuant to the terms and conditions hereinafter set forth; and
\VHEREAS, the obligation of Augusta to make payments hereunder shall be payable only
from funds lawfully appropriated by Augusta for such purpose and shall not constitute a pledge of
the full faith and credit of Augusta within the meaning of any constitutional debt limitations; and
\VHEREAS, the taxing power of Augusta is not and may not be pledged in any way directly
or indire<:tly or contingently to secure any moneys due under this Agreement; and
VVHEREAS, RCPF and Augusta have duly authorized the execution and delivery of this
Agreement; and
VVHEREAS, the term of this Agreement expires June 30,2013, subject to Augusta's right
to terminate this Agreement effective as of each December 31 during the term of this Agreement; and
~VHEREAS, at the request of Augusta, RCPF proposes to authorize the sale and delivery,
pursuant to the hereinafter described Trust Indenture, of Certificates of Participation (Augusta
Project), Series 1998 (the "Certificates") evidencing undivided and proportionate ownership interests
in this Agreement and the Installment Payments to be made by Augusta hereunder; and
'VlIEREAS, RCPF has agreed to cause to be deposited into the hereinafter described Project
Fund moneys for the acquisition, construction and installation of the Project;
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NOW, THEREFORE, in consideration of the above premises and of the mutual covenants
hereinafter contained and for other good and valuable consideration, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS AND EXHIBITS
Section 1.1. Definitions and Rules of Construction. Unless the cqntext otherwise
requires, the capitalized tenns used herein shall, for all purposes of this Agreement, have the meanings
specified herein or in the Trust Indenture. Unless the context otherwise indicates, words importing
the singular number shall include the plural number and vice versa. The terms "hereby," "hereof:"
"hereto," "herein," "hereunder" and any similar terms, as used in this Agreement, refer to this
Agreement as a whole.
"~,dministrative Expense Payment" means the payment or payments of Administrative
Expenses itO be made by Augusta, subject to adjustment from time to time, as provided in the Trust
Indenture.
"b.dministrative Expenses" means (i) the fees and expenses of the Trustee, if any, and the
reasonable fees and expenses of the attorneys therefor and (ii) all reasonable fees and expenses of
RCPF's attorneys.
"b.greement" or "Installment Sale Agreement" means this Installment Sale Agreement.
"lmthorized Augusta Representative" means initially Larry E. Sconyers as the representative
and Charles R Oliver as the alternate, and thereafter means that person at the time designated to act
on behalf of Augusta by written certificate furnished to the Trustee containing the specimen signature
of such p'~rson and signed on behalf of Augusta by its Mayor.
"Hasic Payments" means the principal payments designated as such in Exhibit A to this
Installme:nt Sale Agreement.
"Certificate Payment Fund" means the fund of that name created under the Trust Indenture
and into which the Installment Payments due hereunder are deposited, which fund has an Interest
Account and a Principal Account, and within the Principal Account there shall be a Payment
Subaccount and a Redemption Subaccount.
"Closing Date" means the date of initial execution and delivery of the Certificates.
"Completion Certificate" means a certificate described in Section 4.8.
"(~ompletion Date" means that date determined in accordance with Section 4.8.
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".oDst of Issuance Amount" means the amount set forth as such in Exhibit II All attached hereto
and incorporated herein.
"Event of Non-Appropriation, " as described in Section 8.3 hereof, means a non-renewal of
this Agre4~ment for an Installment Sale Yearby Augusta, determined by (i) Augusta's failure to
appropriatf~, by December 1 of the immediately preceding Installment Sale Year, the Minimum Annual
Appropriated Amount, or (ii) actual notice on or prior to December 31 of such immediately preceding
Installment Sale Year from Augusta to the Trustee that Augusta will not renew this Agreement for
the following Installment Sale Year.
IIBCEEII means Richmond County Public Facilities, Inc. and its successors and assigns.
1l1Ilstallment Payment or lmrtallment P&yments" means the Basic Payment and the
Supplemental Payment, which are the principal component of and the interest component of the
Installment Payments are described in Exhibit" A" hereto.
IlIIlStallment Sale Amountll means the amount set forth as such in Exhibit II All attached hereto
and incorporated herein, less an amount equal to the principal amount of Certificates retired as a
result of (i) Basic Payments made by Augusta and deposited into the Principal Account of the
Certificate Payment Fund, (ii) Liquidation Proceeds attributable to this Agreement deposited into the
Principal Account of the Certificate Payment Fund, (iii) transfers from the Project Fund into the
Principal Account of the Certificate Payment Fund, (iv) prepayments of Basic Payments paid by
Augusta which are deposited into the Principal Account of the Certificate Payment Fund, and (v) the
Termination Payment, if any, deposited into the Principal Account of the Certificate Payment Fund.
IIInstallment Sale Yearll means a calendar year or portion thereof within the Term of this
Agreement.
IIInterest Payment Datell means each June 30 and December 31, commencing December 31,
1998.
"l.,iQJ.1idation Proceeds" means net proceeds after deduction of collection expenses received
by the Tmstee in connection with enforcing any of the remedies hereunder after the occurrence of
an Event IDfNon-Appropriation or Event of Default which has not been waived or cured.
1I111inimum Annual Appropriated Amountll for any Installment Sale Year means: the sum of
(i) Administrative Expenses; (n) the Basic Payments coming due in such Installment Sale Year as set
forth in tbis Agreement; (iii) the Supplemental Payments coming due in such Installment Sale Year
as set fortJil in this Agreement; (iv) the Termination Payment; and (v) any amounts owing or expected
to come due during the Installment Sale Year pursuant to Section 5.1(c).
1I1're-Sale Cost Amountll means the amount so designated on Exhibit IIAII attached hereto and
representing the portion of the Installment Sale Amount allocated to pay the cost of the acquisition
by RCPF from Augusta of the Project and any improvements thereon at the Closing Date, and to be
disbursed to Augusta on the Closing Date.
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"f1~" means the Project, land, buildings and facilities described in Exhibit B.
"Bieverter Deed" means the limited warranty deed in the form attached hereto as Exhibit "c"
to be delivered pursuant to Section 3.1 hereof.
"S!ecurity Deed" means the Deed to Secure Debt and Security Agreement of even date
herewith firom RCPF to the Trustee.
"S!~" means, prior to the Closing Date, RCPF and its successors and assigns and,
subsequent to the Closing Date, the Trustee, acting for and on behalf of the Trust.
",Sj~" means the State of Georgia.
"SJlpplemental Payments" means the interest payments designated as such in Exhibit "A" to
this Installment Sale Agreement.
"T1erm" shall have the meaning specified in Section 4.3 hereof
"Termination Payment" means that payment required to be made by Augusta pursuant to
Section 4.4(a)(3) of this Agreement upon an Event of Default or an Event of Non-Appropriation, in
such amou.nt as set forth in Exhibit "A" to this Agreement.
"I1Ll.!S1" shall have the meaning specified in the Trust Indenture.
"IJust Indenture" means the Trust Indenture of even date herewith to be executed by RCPF
and the TIUstee pursuant to which the Certificates will be executed and delivered, as amended or
supplemented.
"IJ~" means the Trustee at the time serving as such under the Trust Indenture, whether
the original. or a successor Trustee. . Regions Bank is the original Trustee under the Trust Indenture.
Seetion 1.2.
of, this Agreement:
Exhibits. The following Exlu'bits are attached to, and by reference made a part
Exhibit A:
Basic Terms (Installment Sale Amount; Deposit to Project Fund; Cost of
Issuance Amount; Pre-Sale Cost Amount; Minimum Annual Appropriated
Amount; Termination Payment; Basic Payments; Supplemental Payments)
Description of Project
Form of Limited Warranty Deed
Exhibit B:
Exhibit C:
[END OF ARTICLE I]
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ARTICLE IT
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.1. Representations. Covenants and Warranties of Augusta. Augusta
represents, covenants and warrants to the Seller as follows:
(a) Due Organization and Existence. Augusta is a county-wide government which is a
body politi.c and corporate and a political subdivision of the State, duly organized an,Q_existing under
the Constitution and laws of the State and will do or cause to be done all things necessary to preserve
and keep in full force and effect its existence as such.
(b) No Violations. Neither the execution and delivery of this Agreement or each of the
other dOClunerrts entered into by Augusta in connection herewith, nor the fulfillment of or compliance
with the terms and conditions hereof or thereof, nor the consummation of the transactions
contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or
provisions of any restriction or any agreement or instrument to which Augusta is now a party or by
which Augusta is bound, or constitutes a default under any of the foregoing, or results in the creation
or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of
Augusta, or upon the Project. Augusta will not encumber any interest of Augusta in, to or under this
Agreement or the Project, except as provided herein. Augusta is not in default under any indenture,
loan agre(:ment, mortgage, deed of trust or similar document relating to the borrowing of moneys or
any other material contract, lease, or commitment to which it is a party or by which it is bound.
(c) Execution and Delivery. Augusta has duly authorized and executed this Agreement
in accordcUlce with the Constitution and laws of the State and a resolution of the Augusta-Richmond
County Commission adopted on June 16, 1998. All payments due hereunder, including the payments
for Administrative Expenses, during each Installment Sale Year are, subject to Augusta's right to
terminate herein, will be, within the budget for the current Installment Sale Year, and an appropriation
is available for Augusta's obligations under this Agreement to the extent of the Minimum Annual
Appropriated Amount.
(d) No Litigation. There are no actions, suits, proceedings, inquiries or investigations,
at law or in equity, before or by any court, public board or body pending or threatened against or
affecting Augusta, which singly or in the aggregate, if adversely determined, would adversely affect
the validity or enforceability of this Agreement or any other agreement or instrument to which the
Seller is a party or would adversely affect the financial condition of Augusta or its ability to satisfy
its obligations hereunder or thereunder in a timely manner.
(e) Compliance with Laws and Re&Ulations. The execution and delivery by Augusta of
this Agn~ement, all of the other related agreements and the performance of Augusta's obligations
hereunder and thereunder are not in contravention of any laws, orders, regulations or ordinances.
Augusta :is in compliance with all laws, orders, regulations and ordinances of all federal, foreign, state
and authorities, the failure to comply with which would have a material adverse effect on the
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enforceabi:[ty of this Agreement or any other related agreement or the financial condition of Augusta
or its ability to satisfy its obligation hereunder or thereunder in a timely manner.
(f) Tax Covenants. This Agreement is being entered into by Augusta in compliance with
the conditions necessary for the Supplemental Payments payable by Augusta to be excluded from the
gross income of the holders of the Certificates for federal income tax purposes pursuant to the
provisions of Section 103(a) of the Code relating to obligations of the State or political subdivisions
thereof. It is the intention of Augusta that the Supplemental Payments be and remaiJi.excluded from
gross income for federal income tax purposes, and, to that end, Augusta hereby covenants as follows:
(i) That it will not take any action, or fail to take any action, if any such action
or failure to take action would adversely affect the exclusion of the Supplemental Payments
from gross income for federal income tax purposes under Section 103 of the Code.
(ii) That it will not directly or indirectly take or omit to take any action in a way
that would cause this Installment Sale Agreement to be a "private activity bond," within the
meaning of Section 141 of the Code. Augusta will not enter into any management contract
or lease or similar arrangement with respect to the Project unless it obtains an opinion of
recognized bond counsel that such management contract or lease or similar arrangement will
no.t impair the exclusion from gross income for federal income tax purposes of the
SUlpplemental Payments. Augusta will not allow ten percent (10%) or more of any amounts
derived from the sale of the Certificates to be used, directly or indirectly, in the trade or
bu siness of any private business and will not lend such amounts to any nongovernmental
persons.
(Iii) That it will not directly or indirectly use or permit the use of any amounts in the
Project Fund, Certificate Payment Fund or any other funds of Augusta or take or omit to
talce any action that would cause any Certificate or this Agreement to be an "arbitrage bond"
within the meaning of Section 148 of the Code. To that end, Augusta will comply with all
requirements of Section 148 of the Code, including without limitation Section 148(f) thereot:
to the extent applicable to this Agreement.
(iv) Augusta hereby certifies that the aggregate face amount of all tax-exempt
obligations (other than private activity bonds as defined in Section 141 of the Code) issued
by Augusta and any entities with whom aggregation is required pursuant to Section
1~,8(f)(4)(D)(ti) of the Code during the calendar year in which this Agreement is entered into
is not reasonably expected to exceed $5,000,000, and Augusta covenants that ninety-five
pc;:rcent or more of the initial Installment Sale Amount is to be used for the local governmental
activities of Augusta in compliance with Section 148(f)(4)(D)(iv)(Ill) of the Code.
(v) This Agreement is not and shall not be "federally guaranteed" as defined in
Sc~tion 149(b) of the Code.
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(vi) Augusta does hereby designate, the Certificates and this Agreement as a
"q'Llalified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code.
Augusta hereby represents, covenants and warrants to the Seller that the aggregate face
amount of all tax-exempt obligations (other than private activity bonds as defined in Section
141 of the Code) issued by Augusta and any entities with whom aggregation is required
pursuant to Section 265(b)(3)(E) of the Code during the calendar year in which this
Agreement is entered into is not reasonably expected to exceed $10,000,000.
(g) Due Authorization. Augusta has duly authorized and approved the sale of the
Certificatl~s and! all of the terms and conditions of the Trust Indenture.
(h) Rq>orting Requirements. Augusta will cause the following documents or information
to be delivered to the Trustee:
(i) immediately upon notification thereot: the occurrence of any Event of Default
specified in Section 8.1 hereof;
(ii) within five days of its adoption of its annual budget, a certificate of Augusta
certifying that the Minimum Annual Appropriated Amount has been appropriated for the
rdevant calendar year.
(i) No Pecuniary Interest. No employee of Augusta has any direct or indirect pecuniary
interest in, or will receive or has agreed to receive any compensation with respect to any contract,
lease, purchase, sale, or employment made or to be made in connection with the proposed transaction
contempl.ated by the performance of this Agreement.
G) Bidding Requirements. All requirements have been met and procedures have occurred
in order to ensure the enforceability of this Agreement, and Augusta has complied or will comply with
such public bidding requirements as may be applicable to this Agreement and the acquisition by
Augusta (in its capacity as agent for the Seller) of the Project.
~k:) Government Use. During the term hereot: the Project will be used by Augusta only
for the purpose of performing one or more governmental functions of Augusta or such other public
bodies consistent with the permissible scope of Augusta's or such other public bodies' authority.
(I) ~. The Project, when acquired, constructed and installed, will be used for the
proper, efficient and economic operation of Augusta.
(m) Useful Life. The useful life of the Project will extend at least to the final maturity date
of the Oertificates.
(.0) Non-Appropriation. Augusta has not terminated prematurely or failed to make an
appropriiation required to keep in effect any lease or installment sale financing of Augusta.
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(0) Public Hearing. A public hearing was held on June 15, 1998, in compliance with
O.C.G.A ~ 36-60-13(g).
Section 2.2. Representations. CnvI'Jumu and Warranties ofRCPF. RCPF represents,
covenants and warrants to Augusta as follows:
(a} Due Organi7.ation and Existen~ Enforceability. RCPF is a Georgia non-profit
corporation, duly organized, existing and in good standing under and by virtue o{jhe laws of the
State; has .the power to enter into this Agreement; is possessed offull power to own and hold real and
personal property, and to lease and sell the same; and has duly authorized the execution and delivery
of the Agreement.
(b) No Encumbrances. RCPF will not pledge the Installment Payments or other amounts
derived fi"om its other rights under this Agreement or its interest (if any) in any of the Funds and
Accounts except as provided under the terms of this Agreement and the Trust Indenture.
(c) No Violations. Neither the execution and delivery of this Agreement, nor the
fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the
transactions contemplated hereby, conflicts with or results in a breach of the terms, conditions or
provisioru: of the articles of incorporation or bylaws ofRCPF or any restriction or any agreement or
instrument to which RCPF is now a party or by which RCPF is bound, or constitutes a default under
any of th e foregoing, or results in the creation or imposition of any lien, charge or encumbrance
whatsoever upon any of the property or assets ofRCPF or upon the Project.
(d) No Litigation. There is no action, suit, proceeding, inquiry or investigation, at law
or in equity, before or by any court, public board or body pending or threatened against or affecting
RCPF wherein an unfavorable decision, ruling or finding would adversely affect the transactions
contemplated hereunder or would adversely affect the validity or enforceability of this Agreement.
(e) Application of Proceeds. RCPF will establish the Trust, and will cause the Certificates
to be executed and delivered pursuant to the provisions of the Trust Indenture and will apply a
portion of the proceeds derived from the sale of the Certificates as follows and as provided in the
Trust Indenture:
(i) the Seller will cause the deposit to the Project Fund to be made in the amount
set forth in Exhibit "A";
(ri) the Seller will cause the Cost ofIssuance Amount to be applied to costs incurred
in connection with the establishment of the Trust and the issuance and sale of the Certificates
and the unused balance, if any, to be deposited into the Project Fund;
(iv) the Seller will cause the accrued interest on the Certificates to be deposited
in the Interest Account of the Certificate Payment Fund.
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(v) the Seller will cause the Pre-Sale Cost Amount to be paid to Augusta.
(f) Application ofPC\Y11lents. The Seller will cause the payments by Augusta hereunder
to be applied as provided herein and in the Trust Indenture.
[END OF ARTICLE ll]
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ARTICLE III
SALE OF THE PROJECT
Section 3.1. Sale of the PrQject. In consideration of the representations and undertakings
of Augusta in this Agreement, the Seller hereby agrees to sell, and Augusta hereby agrees to purchase
from the ~;eller, in accordance with the provisions of this Agreement, all the Sellers right, title and
interest in and to the Project, and each and every component thereof in fee simple; provided,
however, 1hat should there occur an Event of Non-Appropriation or Event ofDefault..b-ereunder, then
the Seller may serve a notice in writing to Augusta that the title to the portion of the Project
constituting real property, in the condition and as conveyed by the Reverter Deed, and as the Project
has been improved, shall immediately and without the necessity of any further action on the part of
the Seller or Augusta revert to and vest in the Seller, and that Seller will not convey any portion of
the Projel~ consisting of personal property to Augusta and Augusta shall lose and forfeit all of its
rights, title and interest in and to the whole of the Project and to the improvements and fixtures
thereon. Promptly following its acquisition of the Project, to evidence such purchase and sale of the
portions of the Project consisting of real property, the Seller shall execute and deliver to Augusta the
Reverter Deed. By virtue of the conveyance in the Reverter Deed, Augusta shall not be entitled to
create or suffer any encumbrance, pledge, conveyance, transfer or assignment of all or any of its
interest in the Project without the written consent and action of the Seller. In confirmation of the
reverter, created by the Reverter Deed, upon the delivery of the aforementioned notice following an
Event of Default or an Event of Non-Appropriation, Augusta will deliver to the Seller and record a
quitclaim deed to the Project, and the Seller is hereby irrevocably appointed as Augusta's agent and
attorney-in-fact for the purpose of executing, sealing, delivery and recording such quitclaim deed.
Upon payment in full of the Installment Payments, together with all other amounts due and to be paid
by Augusta hereunder, the Seller shall deliver to Augusta a quitclaim deed to the Project and each
and every component thereot: for recordation, which shall serve to cancel the reverter created hereby,
and a bill of sale to all personal property included in the Project. Title to each component of the
Project h(:reafter acquired, installed or constructed pursuant to Section 4.2 shall initially vest in the
Seller, and by virtue of this Agreement, title to each and every component of the Project which
constitutes real property will immediately thereafter vest in Augusta without the necessity of further
action on the part of the Seller or Augusta or any other person, subject only to the reverter set forth
above and title to each and every component of the Project which constitutes personal property shall
remain in the Seller until the Installment Payments have been paid in full. Title to any property which
is initially personal property but which is transformed into real property by virtue of its incorporation
into the real property component of the Project shall automatically transfer to Augusta at the time
such property becomes part of the real property component of the Project. At any time, upon the
request of Augusta, the Trustee and RCPF will take such action and execute such appropriate
documenls as may be necessary to evidence or confirm the status of title to the various components
of the Pr(~ect. Augusta agrees that it will pay all expenses and taxes, if any, applicable to or arising
from any transfer of title as herein provided.
Kotwithstanding anything herein to the contrary, Augusta and the Seller acknowledge and
agree thli,t (1) the rights of Augusta under the Reverter Deed are subject and subordinate to the
Security Deed, (2) that Augusta's rights in the Project are subject to termination in the event the
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Project is wid pursuant to the exercise of remedies under the Security Deed, and (3) that the Security
Deed is a non-recourse obligation ofRCPF evidencing for the real estate records the rights of the
Trustee and Certificate-holders in the Project conveyed by the Trust Indenture. RCPF hereby assigns
its equity ,Jf redemption in the Project under the Security Deed to Augusta.
Section 3.2. W8JT8Dties. The Seller makes no warranty, either express or implied, as to
title to th(~ project, the condition of the Project or that it will be suitable for Augusta's purposes or
needs.
[END OF ARTICLE IU]
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ARTICLE IV
DEPOSIT OF CERTIFICATE PROCEEDS;
AGREEMENT TO ACQUlRE, CONSTRUCT AND EQUIP THE PROJECT;
TERMlNATION OF INSTALLMENT SALE AGREEMENT;
INSTALLMENT PAYMENTS; TITLE TO THE PROJECT; APPROPRIATION
Sedion 4.1. Deposit of Certificate Proceeds. The Seller will cause to be deposited by the
Trustee on the date of issuance and delivery of the Certificates the amounts fQLapplication in
accordanc:e with the provisions of this Agreement and Section 3.03 of the Trust Indenture.
Stdion 4.2. Acquisition aDd Construction of Project.
(a.) Acquisition Contracts. Augusta will arrange for, supervise and provide for, or cause
to be supervised and provided for, the design, acquisition, construction and installation of the
Project. Augusta may enter into one or more construction contracts or purchase orders providing
for the acquisition, construction and installation of the Project (each, an "Acquisition Contract"), and
will require each contractor who shall be awarded a contract for the acquisition, construction and
installation of the Project or any part thereof to provide any performance or labor and materials
payment bonds as may be required by law. Augusta will comply with all laws and ordinances
applicabl,~ to Augusta in its acquisition and construction of property. Augusta represents the
estimated costs ofthe Project are within the funds estimated to be available therefor, and the Seller
makes no warranty or representation with respect thereto. Prior to a disbursement from the Project
Fund, there shall be filed with the Trustee a requisition containing the information specified in sub-
paragraph (c) below. Promptly after entering into an Acquisition Contract, Augusta shall file such
Acquisition Contract with the Trustee. Neither RCPF nor the Trustee shall be liable under any of the
Acquisition Contracts, and Augusta shall act as a contractor and not as an agent.
Augusta shall obtain all necessary permits and approvals, if any, for the acquisition,
construction and installation of the Project, and the operation and maintenance thereof, which may
hereafter become applicable to the Project.
Augusta hereby covenants, to the extent permitted by applicable law, to use other legally
available :fi.mds and to seek additional legally available funds to the extent necessary to complete the
acquisition, construction and installation of the Project, or to make certain design changes in the
Project (so long as such changes do not cause the Project to be used for purposes other than lawful
governmental purposes of Augusta) to the extent necessary to complete the Project with moneys then
available for such purposes in the Project Fund.
(b) Authorized PrQject Fund Disbursements. Disbursements from the Project Fund may
be made :for the purpose of paying (said term to include the reimbursement of Augusta for advances
from its other funds to accomplish the purposes hereinafter described) the cost of issuance of the
Certificates, the cost of designing, acquiring, constructing and installing the Project, and shall
include:
(i) the cost of indemnity and fidelity bonds to insure the faithful completion of any
contract pertaining to the Project;
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(ii) fees and expenses of architects and engineers for the preparation of plans and
su:pervising the acquisition, construction and installation of the Project;
(ill) all payments, including those for labor, contractors, builders and materialmen,
incurred under the terms of a contract for the construction and installation of the Project, and
the repayment of advances made by Augusta for the purpose of paying any of the
at:orementioned costs;
(iv) all costs of engineering and architectural services, including the costs of
Augusta incurred in connection with test borings and environmental assessments, if any,
surveys, estimates, plans and specifications and preliminary investigations therefor, and for
supervising construction, as well as for the performance of all other duties required by or
consequent to the proper construction of the Project; and
(v) the costs of issuance of the Certificates described in Section 3.03(d) of the
Trust Indenture.
(c:) Requisition Procedure. No disbursement from the Project Fund shall be made unless
and unti I the Trustee is provided with evidence of Augusta's official action to appropriate the
Minimum Annual Appropriated Amount for the Installment Sale Year in which Augusta requests such
disbursement. Prior to any disbursement from the Project Fund there shall be filed with the Trustee:
(i) A requisition for such payment stating each amount to be paid and the name
of the person, firm or corporation to whom payment thereof is due;
(ii) A certificate of an Authorized Augusta Representative, stating that insofar as
such obligation was incurred for work, material, supplies or equipment in connection with the
Project, such work was actually performed, or such material, supplies or equipment were
~lctually installed in or about the construction or delivered at the site of the work for that
purpose; and
(ill) A certificate of an Authorized Augusta Representative stating:
(A) that an obligation in the stated amount has been incurred by Augusta,
and that the same is a proper charge against the Project Fund and has not been paid,
and stating that the bill, invoice or statement of account for such obligation, or a copy
thereof, is on file with Augusta;
(B) that the Authorized Augusta Representative has no notice of any
vendor's, mechanic's or other liens or rights to liens, chattel mortgages, conditional
sales contracts or security interests which should be satisfied or discharged before
such payment is made; and
(C) that such requisition contains no item representing payment on
account, or any retained percentages which Augusta is, at the date of such certificate,
entitled to retain;
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Section 4.3. Term of Aveement. The Term of this Agreement shall commence on the
date hereof and shall end not later than on June 30, 2013, subject to Augusta's right to terminate this
Agreement upon the end of each calendar year due to an Event of Non-Appropriation prior to the
year 2013. This Agreement may be terminated only in accordance with the following paragraph.
The Term of this Agreement will terminate upon the earliest of anyone of the following
events:
(a) Purchase Option. Upon the exercise by Augusta of its option to prepay the Basic
Payments as provided in Section 4.5(c) and terminate this Agreement pursuant to Section 4.7.
(b) Maturity of Certificates. Payment in full of the Certificates on June 30,2013.
(c.) Augusta's Election to Terminate Agreement Upon Non-Appropriation. The
occurrenGe of an Event of Non-Appropriation.
The parties intend that this Section 4.3 operate in conformity with, and not in contravention
of, OfIklal Code of Georgia Annotated Section 36-60-13. In the event that any provision of this
Section 4.3 is determined to conflict with Official Oode of Georgia Annotated, Section 36-60-13; this
Section 4..3 shall be interpreted and implemented in a manner consistent with said statute.
In the event of the occurrence of an Event of Default under Section 8.1 (i) or (iii) hereof or
a termination under this Section 4.3, Augusta agrees to peaceably surrender possession of the Project
to the Trustee or its assignee or transferee on the date of such default or termination in good
condition and repair, normal wear and tear excepted.
Section 4.4. Payments.
(a) Obligation to P(\)'o Certain payments due hereunder shall be made as follows:
(1) Excess in Proiect Fund. On the date moneys are to be transferred from
t;!le Project Fund to the Payment Subaccount of the Principal Account of the
Certificate Payment Fund pursuant to Section 3.04(d) of the Trust Indenture, Augusta
shall be deemed to have made a prepayment of Basic Payments equal to the amount
so transferred.
(2) Basic Payments. Augusta shall provide for the Basic Payments specified in
Hxhibit "A" hereto by the twentieth day of the calendar month preceding each June 30 and
December 31 on which such payment is due, during the term of this Agreement. Augusta
~:hall make such provision by paying, on the twentieth day of each calendar month one-sixth
of the Basic Payment coming due on the following June 30 or December 31, as the case may
he; provided, however, any amounts held on deposit in the Payment Subaccount of the
Principal Account of the Certificate Payment Fund after each June 30 or December 31 shall
he a credit to obligations under this Section 4.4(a)(2).
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(3) Termination P~ent. Upon the occurrence of an Event of Default or an
Event of Non-Appropriation, Augusta shall pay the Termination Payment. If Augusta has not
appropriated the Minimum Annual Appropriated Amount for the next calendar year, on
December 31 of each year, Augusta shall pay the Termination Payment, provided, however,
if Augusta appropriates the Minimum Annual Appropriated Amount pursuant to Section 4.6
of this Agreement on or prior to the February 15 next succeeding any such December 31, the
ohligation to make the Termination Payment pursuant to this Section 4.4(a)(3) shall be null
and void and the Termination Payment, ifreceived, shall be returned to Aqgusta.
(4) Supplemental Payments. By the twentieth day of the calendar month
preceding June 30 or December 31 on which such payment is due, Augusta shall provide for
the Supplemental Payments specified in Exhibit "A" hereto; Augusta shall make such
pmvision by paying, on the twentieth day of each calendar month one-sixth of the
Supplemental Payment coming due on the next following June 30 or December 31, as the
case may be; provided, however, any amounts held on deposit in the Interest Account of the
Certificate Payment Fund after each June 30 or December 31 shall be a credit to obligations
under this Section 4.4(a)(4).
(5) Other Project Fund Transfers. On the date moneys are to be transferred from
the Project Fund to the Redemption Subaccount of the Principal Account of the Certificate
Payment Fund pursuant to Section 3.04(e) of the Trust Indenture, Augusta shall be deemed
to have made a prepayment of Basic Payments equal to the amount so transferred.
(6) Administrative Expense Payment. Augusta shall pay when due the
Administrative Expenses.
(7) No Offset. Notwithstanding any dispute between the Seller and Augusta,
including without limitation a dispute as to the failure of the Project or any portion thereof
to perform the task for which it is designed, Augusta shall make all Installment Payments
when due and shall not withhold any Installment Payments pending the final resolution of such
d.ispute.
(8) Payment from Appropriated Amounts. Amounts payable hereunder are to be
d.erived solely from lawfully available funds that have been appropriated or budgeted.
Nothing in this Agreement shall require Augusta to levy a tax to make payments hereunder.
(b) Absolute and Unconditional Obligation. The obligations of Augusta to make the
payment; required in Section 4.4(a) or otherwise due hereunder and to perform and observe the other
agreements on its part contained herein shall be absolute and unconditional and shall not be affected
by any abatement, reduction, set-off, diminution, defense, counterclaim or recoupment whatsoever
or any ri;ght to any thereof(mcluding without limitation abatements, reductions, set-offs, diminutions,
defenses, counterclaims and recoupments for or on account of any claims which Augusta may have
against the Seller, any contractor, supplier or materialman for the acquisition, construction and
installation of any part of the Project, any supplier of vendor or Augusta, any manufacturer of any
personalty installed in or as a part of the Project, any assignee of the Seller, or any other person for
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any reason whatsoever, any insolvency, bankruptcy, reorganization or similar proceedings by or
against Augusta, or any other circumstance, happening or event whatsoever, whether or not similar
to any of the foregoing); nor except as otherwise expressly provided herein, shall this Agreement
terminate. Until expiration or termination of the Tenn, Augusta (i) will not suspend or discontinue
any payments provided for in Section 4.4(a) hereof: (ii) will perform and observe all of its other
agreements contained in this Agreement, and (w) will not terminate the Term for any cause, including,
without limiting the generality of the foregoing, failure of Augusta to acquire and construct any
portion of the Project, failure of Augusta's title in and to the Project or any part theJ:eof, any acts or
circumstances that may constitute failure of consideration, any defects in any component of the
Project, any obsolescence of any component of the Project for any reason whatsoever, eviction or
constructive eviction, destruction of or damage to the Project, commercial frustration of purpose, any
change in the tax or other laws of the United States of America or of the State of Georgia or any
political subdivision of either or any failure of the Seller to perform and observe any agreement,
whether e:xpress or implied, or any duty, liability or obligation arising out of or connected with this
Agreement. Nothing contained in this Section shall be construed to release the Seller from the
performance of any of the agreements on its part herein contained; and if the Seller should fail to
perform ~my such agreement, Augusta may institute such action against the Seller as Augusta may
deem neo~ to compel performance or recover its damages for nonperformance as long as such
action shell not do violence to the agreements on the part of Augusta to make the payments specified
in Sectior..s 4.4(a) or 5.4 hereof or otherwise due hereunder. Augusta may, however, at its own cost
and expense and in its own name or in the name of the Seller, prosecute or defend any action or
proceeding or take any other action involving third persons which Augusta deems reasonably
necessary in order to insure the acquisition, construction and installation of the Project or to secure
or protect: its right of possession, occupancy and use hereunder, and in such event the Seller hereby
agrees to cooperate fully with Augusta and to take all lawful action which is required to effect the
substitution of Augusta for the Seller in any such action or proceeding if Augusta shall so request.
This Agreement is a "triple net" agreement requiring Augusta to pay all expenses, taxes, fees,
insuranct:: premiums, rebate payments and costs associated with the Project and this Agreement as
herein provided, without the right of Augusta to offset such against the obligations of others.
(c:) Sale and Transfer. Augusta understands and agrees that pursuant to the Trust
Indenture, RCPF has sold and transferred this Agreement and all of its rights, title and interest
hereunde:r and in the Project and Funds and Accounts to the Trustee in trust for the benefit of the
owners fi~om time to time of the Certificates, and Augusta assents to such transfer.
(el) Current Obligation Only. The provisions of this Section 4.4(d) shall apply
notwithstanding any provisions to the contrary in this Agreement. The Installment Payments and all
other payments due hereunder constitute current expenses of Augusta, and Augusta's obligations
hereunder are from year to year only and do not constitute a mandatory payment obligation of
Augusta in any ensuing Installment Sale Year beyond the current Installment Sale Year in
contravention of Official Code of Georgia Annotated Section 36-60-13, as amended. No provision
hereof shall be construed or interpreted as creating a general obligation or other indebtedness of
Augusta or the State within the meaning of any constitutional or statutory debt limitation. Neither
the execution, delivery, and performance of this Agreement nor the issuance of the Certificates
directly or indirectly obligates Augusta to make any payments hereunder beyond those appropriated
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for AuguHta's then current Installment Sale Year. No judgment may be entered against Augusta or
the State of Georgia for failure to pay any amounts due hereunder, except to the extent that Augusta
has theretofore incurred liability to pay any such amounts through its actual use of the Project or
through its lawful appropriations of such amounts.
(e) Provision for Payment. To the extent permitted by law, Augusta reserves the right
to provid1e for prepayment of Basic Payments by making with the Trustee the deposit referred to in
Section 5.02 of the Trust Indenture.
Section 4.5. Title to the PrQject: Purchase Options.
(a) Augusta Holds Title During Term. During the Term of this Agreement, Augusta shall
hold titll~ to that portion of the Project constituting real property and any and all additions which
comprise repairs, replacements or modifications, subject only to the Security Deed and to the Seller's
reverter in and to all rights, title and interest of Augusta in and to the Project and in all additions,
attachments, accessions, accessories, replacements, improvements and substitutions thereto, now or
hereafter acquired together with the proceeds thereot: as contemplated by the Reverter Deed. Should
any portion of the Project constitute personal property, then title to such personal property shall
remain in the Seller until such time as the Installment Payments have been paid in full.
(b) Title May Revert to Seller Upon Event of Default or Event of Non-Appropriation.
Upon thl~ occurrence of an Event of Default or an Event of Non-Appropriation and delivery of notice
in accordance with the Reverter Deed, all right, title and interest of Augusta in and to the Project shall
vest in the Trust for the benefit of the holders of the Certificates.
(c) Accelerated Purchase Options. Under the circumstances set forth in Section 5.3 (an
"Extraordinary Purchase Option"), and otherwise (a "Voluntary Purchase Option"), upon thirty days'
prior Wlitten notice from Augusta to the Trustee, and provided that there is then existing no Event
of Default or event which with notice or lapse of time, or both, could become an Event of Default,
August:l will have the right to prepay, in whole or in part, Basic Payments on any Interest Payment
Date by paying to the Trustee, five days prior to such date, the then applicable Basic Payments due
as a result of such prepayment, and if Augusta has elected to terminate this Agreement in accordance
with Section 4.7, the Administrative Expense Payment and Supplemental Payments equal to all
Administrative Expenses and interest to accrue with respect to the Certificates until redemption
thereof Upon satisfaction by Augusta of such purchase condition and redemption of the Certificates
as provi.ded in the Trust Indenture, the obligations of Augusta hereunder shall cease, terminate and
be void.
Section 4.6. Covenant as to Appropriation. In the event this Agreement is not otherwise
terminated, Augusta covenants and agrees that it will cause the appropriate officer of Augusta (i) to
request that the governing body appropriate, or determine not to appropriate, the Minimum Annual
Appropriated Amount no later than December 1 of each calendar year, and (ii) to take such further
action (or cause the same to be taken) as may be necessary or desirable to assure the availability of
moneYH appropriated to make all payments due hereunder during the Installment Sale Year, including
all such actions for such purpose as may be required under Official Code of Georgia Annotated,
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Section 36-60-13. Augusta further covenants to notify the Trustee in writing prior to the end of the
then currmt Installment Sale Year ~d promptly after the adoption of any preliminary or final budget
if there is any reason to believe that Augusta will not appropriate and have available the Minimum
Annual Appropriated Amount for the next succeeding Installment Sale Year. To the extent permitted
by law, Augusta hereby agrees that if it intends to terminate this Agreement pursuant to Section
4.3 (c), its governing body shall adopt a resolution specifically making a determination not to
approprinte the Minimum Annual Appropriated Amount; provided, however, failure to adopt such
resolution shall not be deemed to mean that this Agreement has not been terminated-if an Event of
Non-Appropriation has occurred.
Section 4.7. Payments for Project: Termination of Agreement. Upon the exercise by
Augusta of the prepayment option pursuant to Section 4.5(c) with respect to all of the Project then
subject to this Agreement, the satisfaction ofall conditions set forth in Section 4.5(c) and the payment
of all other amounts due hereunder, Augusta shall be deemed to have terminated this Agreement.
Section 4.8. Establishment of Completion Date. The Completion Date shall be evidenced
to the Tmstee by a Completion Certificate signed by an Authorized Augusta Representative stating
that, exC(:pt for amounts retained by the Trustee at Augusta's direction to pay any cost of the Project
not then due and payable, (i) acquisition, construction and installation of the Project has been
completed and all costs oflabor, services, materials and supplies used in such construction have been
paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and
sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and
installation of such equipment have been paid, and (ill) all other facilities necessary in connection with
the Project have been acquired, constructed and installed and all costs and expenses incurred in
connection therewith have been paid. Notwithstanding the foregoing, such certificate shall state that
it is givl~n without prejudice to any rights against third parties which exist at the date of such
certificate or which may subsequently come into being. Forthwith upon completion of the acquisition,
construction and installation of the Project, Augusta agrees to cause such certificate to be furnished
to the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum
equal to the amounts necessary for payment of the costs of the Project not then due and payable
according to such certificate. If any such amounts so retained are not subsequently used, prior to any
transfer of said amounts to the Payment Subaccount of the Principal Account of the Certificate
Payment Fund as provided below, the Trustee shall give notice to Augusta of the failure to apply said
funds for payment of the costs of the Project. Any amount not to be retained in the Project Fund for
payment of the costs of the Project, and all amounts SO retained but not subsequently used, shall be
transfened by the Trustee into the Payment Subaccount of the Principal Account of the Certificate
Payment Fund, provided that the Trustee is first furnished with an opinion of Bond Counsel to the
effect that such transfer is lawful and will not adversely affect the exclusion from federal income
taxation of interest on the Certificates or this Agreement.
[END OF ARTICLE IV]
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ARTICLE V
MAINTENANCE; TAXES; INSURANCE;
AND OTHER MATTERS
Section 5.1. Maintenance.. Taxes and Assessments.
(u) Maintenance and Operation. During the term of this Agreement, Augusta shall, at its
own exp~nse, maintain, manage, and operate the Project and all the improvement~erein in good
order, colndition and repair, ordinary wear and tear elCCepted. Further, Augusta shall provide or cause
to be provided all security service, custodial service, janitor service, grounds keeping service, power,
gas, telephone, light, heating and water, and all other public utility services. It is understood and
agreed that in consideration of the payment by Augusta of the Installment Payments herein provided
for, the Seller is only obligated to provide for the financing of the Project in the manner and to the
extent herein provided, and neither RCPF, the Trustee nor any holder of any Certificates shall have
any obligation to incur any expense of any kind or character in connection with the management,
operation or maintenance of the Project during the term of this Agreement. Augusta shall keep the
Project and any and all improvements thereto free and clear of all liens, charges and encumbrances.
~)) Alterations. Augusta will not make any alterations, additions or improvements to the
Project 'Nithout the Seller's prior written consent; provided, however, that if such alterations,
additions or improv.ements shall not diminish the value or utility of the Project, or impair the condition
thereot: below the value, utility or condition thereof immediately prior to such alteration, addition or
improvement (assuming the Project was then of the value or utility and in the condition required to
be maintained by the terms of this Agreement), such written consent shall not be unreasonably denied.
Augusta may, at any time, remove and not replace such property, if no Default or Event of Default
has occurred and is continuing and such property (i) is in addition to, and not in replacement of or
substitution for, any property originally incorporated or installed in or attached to the Project on the
date hereof or any property in replacement ot: or substitution for, any such property, (ii) is not
required to be incorporated or installed in or attached or added to the Project pursuant to this Section
5.1, and (ill) can be removed from the Project without diminishing or impairing the value, utility or
condition which the Project would have had at such time had such alteration, addition or
improvement not occurred.
(c) Liens and Taxes. Augusta shall keep the Project free and clear of all levies, liens,
mortgagl~ and encumbrances except those created under the Security Deed, this Agreement and the
Trust Indenture. Augusta shall pay, when due, all charges and taxes (local, state and federal) which
may now or hereafter be imposed upon the leasing, rental, sale, purchase, possession, ownership or
use of the Project, whether imposed upon or payable by the Trustee, the Trust or Augusta, excluding,
however, all taxes on or measured by the Seller's income. If Augusta fails to pay said charges and
taxes when due, the Trustee shall have the right, but shall not be obligated, to pay said charges and
taxes. If the Trustee pays any charge or tax for which Augusta is responsible or liable under this
Agreeml~t, Augusta shall reimburse the Trustee therefor plus interest on any unreimbursed amounts
from th€: date of payment by the Trustee until the date of reimbursement.
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S4~tiOD 5.2. Cooperation. The Trustee and Augusta shall cooperate fully with the other
at the expense of Augusta in filing any proof ofloss with respect to any insurance policy maintained
pursuant to this Article.
Section 5.3. Insurance: Destruction or Damaee to PrQject. Augusta will, at its expense,
maintain nt all times during the Term, fire and eKtended coverage and property damage insurance with
respect to the Project in an amount equal to the full insurable value of the Project, with deductible
amounts not in excess of $5,000, covering such risks, and with such insurers as AuSUsta shall deem
appropri,ate. If in furtherance of its obligation under the preceding sentence Augusta procures an
insurance policy or participates in an "interlocal risk management program," as such term is defined
in Official Code of Georgia Annotated Section 36-85-1, or Causes the Project to be covered under
an existing policy, each such insurance policy or pool will name Augusta as an insured and each of
the Trustee and RCPF or their respective assigns as an additional insured and loss payee, and will
contain a clause requiring the insurer to give the Trustee at least thirty days' prior written notice of
any alteration in the terms of such policy or the cancellation thereof The proceeds of any such
insurance policies will be payable to Augusta, the Trustee, RCPF or their respective assigns,
including, particularly, the Trustee, as their interests may appear.
In the event of any loss, theft, destruction, damage, vandalism, injury or accident involving
the Projoect or in the event that title to, or the temporary or permanent use of, the Project or any
portion thereof shall be taken under the exercise of the power of eminent domain by any
governmental body or by any person, firm or corporation acting under governmental authority, prior
to the payment of all the Installment Payments specified in this Agreement, Augusta will (i) promptly
provide the Trustee with written notice thereof and make available to the Trustee all information and
documentation relating thereto, (ii) promptly use the net insurance proceeds received in connection
with such casualty if any, together with other funds (including Augusta's own funds as described in
this Section) (A) to repair or restore the Project to its condition prior to such casualty; (B) to replace
the Projl~t with a similar project; or (C) to exercise its purchase option with respect to the Project
under S€:ction 4.5 and (iii) promptly upon satisfaction of the requirement set forth in clause (ii) above
certify to the Trustee in writing that any replacement facility is as valuable as the Project. Augusta
shall be obligated to pay the Trustee for deposit into the Project Fund an amount equal to the
differenc:e in the value of the Project immediately before the casualty occurred (assuming the Project
was then of the value or utility and in the condition and repair required to be maintained by the terms
thereof} and the value of the Project after such replacement and repair or to exercise its payment
option under the terms of Section 4.5 hereof In the event of any loss, damage, theft, vandalism or
destruction of the Project or any part thereof prior to the payment in full of the unpaid Installment
Payments specified in this Agreement, and the proceeds of any insurance maintained hereunder are
insufficient to repair or replace the Project so damaged, Augusta shall (i) exercise its purchase option
under Section 4.5 hereof or (ii) fully repair the Project to its condition prior to such loss, theft,
damage:, vandalism or destruction or replace it, using its own funds. The Trustee shall not be
responsible for the sufficiency of any insurance herein required and shall be fully protected in
accepting payment on account of such insurance or any adjustment, compromise, or settlement of any
loss agreed to by the Trustee.
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S{dion 5.4. Administrative Expenses. Augusta acknowledges that, as provided in
Section 3.07 of the Trust Indenture, the Administrative Expense Payments due hereunder or under
the Trust Jfndenture will be adjusted from time to time and together with certain other payments due
hereunder or under the Trust Indenture, will be billed to Augusta annually. Notwithstanding such
billing procedures, Augusta hereby acknowledges and agrees that such billing procedures are being
undertakc:n for the convenience of Augusta, and Augusta covenants and agrees to pay its
AdministIative Expenses as the same become due and payable.
~dion 5.5. Environmental Representations and Covenants. Augusta hereby represents
that:
(a) To the best of its knowledge, after due inquiry, no litigation, investigation or
administrative or other proceeding of any kind before or by any Governmental Corporation
or private party relating to (i) any environmental, health or safety Requirement of Law, (ii)
any Remedial Action, (iii) any Liabilities and Costs arising from the Release or threatened
Release of Contaminant into the environment, or (iv) any other Liabilities and Costs arising
from or concerning environmental, health or safety issues or conditions is pending or
threatened against or involving the Project.
(b) Except as set forth in Exhibit D, Augusta is not subject to any judgment,
injunction, writ, order or agreement respecting (i) any environmental, health or safety
RtXluirement of Law, (ii), any Remedial Action, (Iii) any Liabilities and Costs arising from the
Release or threatened Release of a Contaminant into the environment, or (iv) any other
Liabilities and Costs arising from or concerning environmental, health or safety issues or
conditions arising from a violation oflaw. In addition, Augusta is not now aware, after due
inquiry, of any grounds on which such a judgment, order or agreement might be based.
( c) Augusta has taken all steps necessary to determine and has determined that
no Contaminants have been disposed of on the Project in any material manner and that there
ha.s been no Release of any Contaminant on, from, under or to the Project other than in
compliance with applicable law.
(d) The operations or other activities of Augusta will not result in the disposal or
otlh.er Release of any Contaminant on or from the Project other than in all cases in compliance
with applicable law.
(e) Augusta has not received any notice or claim or information to the effect that
it is or may be liable to any Person as a result of the Release or threatened Release of a
Contaminant into the environment in violation of applicable law.
(f) No Environmental Lien has been attached to any of the Project.
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(g) Except as may be disclosed in the environmental report for the Project
provided by Augusta to the Seller, the Project does not contain any asbestos or PCB
containing material in violation of applicable law.
111e operations or other activities of Augusta shall not result in the disposal or other Release
of any Contaminant on or from the Project other than in compliance with all current and future
applicabl,~ environmental laws and Augusta shall not engage in any activities that will result in the
violation of any current or future environmental laws. Augusta shall obtain from..time to time all
permits rc~uired under current or future environmental laws so that the operations of Augusta will
be in accordance with such laws.
Augusta will make available for inspection from time to time all documents and information
in their possession and control regarding activities and conditions relating to the Project and other
assets which may result or may have resulted in noncompliance with, or liability under, any
Requirement of Law.
Augusta shall not store, locate, generate, produce, process, treat, transport, incorporate,
discharge:, emit, release, deposit or dispose of any Hazardous Substance in, upon, under, over or from
the Project other than in accordance with all applicable Environmental Regulations, shall not permit
any Hazardous Substance to be stored, located, generated, produced, processed, treated, transported,
incorporated, discharged, emitted, released, deposited, disposed of or to escape therein, thereupon,
thereunder, thereover or therefrom other than in accordance with all applicable Environmental
Regulations, shall cause all Hazardous Substances found thereon to be properly removed therefrom
and proJX:rly disposed of in accordance with all applicable Environmental Regulations, shall not install
or permit to be installed any underground storage tank therein or thereunder other than in accordance
with all applicable Environmental Regulations, and shall comply with all Environmental Regulations
which are applicable to the Project. At any time, and from time to time, if the Seller so requests,
based upon its reasonable judgment that changed circumstances raise environmental questions or
concerns, the Project shall have any environmental review, audit, assessment and/or report relating
to the Prcdect theretofore provided by Augusta to the Seller updated, at the sole cost and expense of
Augusta, by an engineer or scientist acceptable to the Seller, or shall have such a review, audit,
assessment and/or report prepared for the Seller, if none has previously been so provided. Augusta
shall indemnify the Seller and shall hold the Seller harmless from, and shall reimburse the Seller for,
any and aU claims, demands, judgments, penalties, liabilities, costs, damages and expenses, including
court costs and attorneys' fees directly or indirectly incurred by the Seller (prior to trial, at trial and
on appeal) in any action against or involving the Seller, resulting from any breach of the foregoing
covenanui, or from the discovery of any hazardous Substance, in, upon, under or over, or emanating
from, the Project, whether or not Augusta is responsible therefor, it being the intent of Augusta that
the Sell(:r shall have no liability or responsibility for damage or injury to human health, the
environment or natural resources caused by, for abatement and/or cleanup ot: or otherwise with
respect to, Hazardous Substances by virtue of their interests in the Project created by this Agreement
or otherwise, or hereafter created, or as the result of the Seller exercising any of their rights or
remedies with respect thereto hereunder or under any other instrument, including but not limited to
becoming the owner thereof by foreclosure or conveyance in lieu of foreclosure. The foregoing
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representations, warranties and covenants of this Section shall be deemed continuing covenants,
representitions and warranties for the benefit of the Seller and any successors and assigns thereof,
including but not limited to any transferee of the title of the Seller and any subsequent owner of the
Project, and shall survive the satisfaction of release of this Agreement, or under any other instrument,
and/or any acquisition of title to the Project or any part thereof by the Seller by deed in lieu of
foreclosure or otherwise. Any amount covered by the foregoing indemnification shall bear interest
from the date incurred at a rate of 1. OO-fo above the highest rate of interest borne by any Certificate
during the 365 days prior to the date on which such indemnification obligation wClS..incurred, or, if
less, the maximum rate permitted by law, and shall be payable on demand. The provisions of this
paragraph shall apply to the fullest extent permitted by the Constitution and laws of the State of
Georgia.
Anything herein to the contrary notwithstanding, the liability of Augusta for a breach of any
of the covenants or indemnification provisions contained in this Section 5.5 shall be limited to the
value of the Project and the Seller shall not make a claim for recovery thereon against any property
or assets of Augusta other than the Project.
"Contaminant" shall mean any waste, pollutant or hazardous substance, as those terms are
defined in the Comprehensive Environmental Response, Compensation and Liability Act, as amended,
42 US.c. ' 9601, ~ ~., regulations promulgated thereunder and any applicable state statutes, and
any toxic substance, solid or hazardous waste as defined in RCRA and any applicable state statutes,
special waste, petroleum or petroleum-derived substance, radioactive material or waste,
polychlorinated biphenyls (PCBs), asbestos, or any constituent of any such substances or wastes.
":Environmental Lien" shall mean a lien in favor of any governmental entity for (i) any liability
under federal or state environmental laws or regulations or (ii) damages arising, from, or costs
incurred by such governmental entity in response to, a Release or threatened Release of a
Contaminant into the environment.
"Environmental Regulation" means any federal, state or local law, statute, code, ordinance,
regulation, requirement or rule relating to dangerous, toxic or hazardous pollutants, contaminants,
chemical. waste, materials or substances.
"Governmental Corporation" shall mean any nation or government, any federal, state, local
or other political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.
"Hazardous Substances" means dangerous, toxic or hazardous pollutants, contaminants,
chemicals, waste, materials or substances as defined in Environmental Regulations, and also any
ureaformaldehyde, polychlorinated biphenyls, asbestos, asbestos containing materials, nuclear fuel
or waste, radioactive materials, explosives, carcinogens and petroleum products, or any other waste,
material:. substance, pollutant or Contaminant which would subject the owner or mortgagee to any
damage!:, penalties or liabilities under any applicable Environmental Regulation.
"Indemnified Parties" shall mean RCPF and the Trustee. .
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"Liabilities and Oosts" shall mean all liabilities, obligations, responsibilities, losses, damages,
costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of
investiga1ion and feasibility studies), fines, penalties, monetary sanctions and interest.
"Release" shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, disposing, depositing or dispersing into the indoor or outdoor
environment or into or out of the Project, including, but not limited to, the movement of
Contaminants through or in the air, soil, surface water, groundwater or the Eroject and the
abandomnent or discard or barrels, containers and other open or closed receptacles containing any
Contaminant.
"Jrtemedial Action" shall mean actions related to (i) cleaning up, removing, treating or in any
other way addressing Contaminants in the indoor or outdoor environment; (ii) preventing or
minimizing the Release or threat of Release of Contaminants so that Contaminants do not migrate or
endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; and
(iii) COllfecting environmental data or performing pre-remedial studies and investigations and
performing operations and maintenance and post-remedial monitoring and care.
"Requirement of Law" shall mean any federal, state or local statute, ordinance, rule or
regulation, any judicial or administrative order (whether or not on consent), request or judgment, any
common law doctrine or theory, and any provision or condition of any Permit or other binding
determination of any Governmental Corporation.
[END OF ARTICLE V]
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ARTICLE VI
DISCLAIMER OF WARRANTIES; INDEMNIFICATION
Sl~ction 6.1. Disclaimer of Warranties. NEITIffiRRCPFNOR TIIE TRUSTEE MAKES
ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE
VALUE, DESIGN, CONDmON, MERCHANTABILITY OR FITNESS OF THE PROJECT FOR
ANY PARTICULAR PURPOSE OR FOR TIIE USE CONTEMPLATED BY Augusta. In no event
shall RC:PF or the Trustee be liable for incidental, indirect, special or consequenti~ damages, in
connection with or arising out of this Agreement for the existence, furnishing, functioning of
Augusta':; use and possession of the Project.
Section 6.2. Augusta's Right to Enforce Warranties. The Seller hereby irrevocably
appoints Augusta its agent and attorney-in-fact during the Term of this Agreement, so long as
Augusta shall not be in default hereunder, to assert from time to time whatever claims and rights,
including without limitation, warranty claims, claims for indemnification and claims for breach of any
representations respecting the Project which the Seller may have against any vendor or contractor.
Augusta':; sole remedy for the breach of any such warranty, indemnification or representation shall
be again~:t the vendor or contractor with respect thereto, and not against the Seller, nor shall such
matter have any effect whatsoever on the rights and obligations of the Seller with respect to this
Agreement, including the right to receive full and timely Installment Payments and all other payments
due hereunder. Augusta shall be entitled to retain any and all amounts recovered as a result of the
assertion of any such claims and rights, provided that Augusta shall apply such of the amounts as may
be required to the repair of defects or omissions in the Project that occasioned such claims. The
Seller shall, upon Augusta's request and at Augusta's expense, do all things and take all such actions
as Augm:ta may request in connection with the assertion of any such claims and rights.
Section 6.3. Release and Indemnification Covenants. To the extent permitted by law,
and subject to the limitations contained in Section 5.5 hereof, Augusta shall and hereby agrees to
inde~' and save RCPF, the Trustee and any successors, assigns or subrogees harmless from and
against any and all claims, losses, damages, actions, proceedings, expenses, or liabilities, including
reasonable legal fees and expenses and court costs, arising in connection with the Project including
but not limited to claims, losses, damages, actions, proceedings, expenses, or liabilities arising out of
(i) the U:ie, maintenance, condition or management of, the Project by Augusta, (ii) any breach or
default 011 the part of Augusta in the performance of any of its obligations under this Agreement, (iii)
any act or negligence of Augusta or of any of its agents, contractors, servants, employees or licensees
with respect to the Project, (iv) any act or negligence of any assignee or sublessee of Augusta with
respect to the Project, or (v) the acquisition, construction and installation of the Project or the
authorization of payment of the costs thereof by Augusta. No indemnification of the Seller is made
under this section or elsewhere in this Agreement for claims, losses or damages, including legal fees
and expenses arising out of the willful misconduct, negligence, or breach of duty under this
Agreement by the Seller, its officers, agents, employees, successors or assigns.
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In case any action is brought against any indemnified party in connection with any matter
contemplited under this Section 6.3 or Sections 6.4 or 6.5 hereunder, and it notifies Augusta of the
commencement thereot: Augusta will be entitled to participate in, and, to the extent that it chooses
to do so, to assume the defense thereof (including the employment of counsel), and Augusta shall
assume the payment of all fees and expenses relating to such defense and shall have the right to
negotiate: and consent to settlement thereof.
Section 6.4. Indemnification of Tmstee.. Without limitation of Augqsta's obligations
under Sec;tion 6.3 hereot: Augusta agrees to the extent permitted by law and subject to the limitations
set forth in Section 5.5 hereof, to indemnify and hold the Trustee harmless from any and all liability,
loss, damage, costs and expenses of any nature (mcluding interest and reasonable counsel fees) arising
out of or in connection with the Trustee's obligations and duties, or those of its employees or agents
arising from its performance under the Trust Indenture, except for costs, expenses, fees and liabilities
arising out of the Trustee's negligence or breach of the duties of care herein specified. This indemnity
includes, but is not limited to, any reasonable action taken or omitted within the scope of the Trust
Indentur(: or any action taken or omitted upon oral, telephonic or written instructions (authorized in
the Trust Indenture) received or reasonably believed to have been received from Augusta or any
authorized representative of Augusta.
Section 6.5. Certain Indemnifications. Without limitation of Augusta's obligations under
Section 6.3, Augusta further agrees to the extent permitted by law and subject to the limitations set
forth in Section 5.5 hereof, to indemnify and hold the Trustee and RCPF harmless from and against
any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever which the
Trustee and RCPF may incur (or which may be claimed against the Trustee or RCPF by any person
or entity whatsoever) by reason of or in connection with
(a) the failure of Augusta to pay, perform or comply with the covenants or conditions in
this Agreement or the Trust Indenture;
(b) the breach by Augusta of any representation or warranty of Augusta contained in this
Agreement or made by Augusta in connection herewith; and
(c) enforcing any covenants of Augusta or conditions applicable to Augusta in this
Agreem(:nt or the Trust Indenture.
Section 6.6. Limitation. Notwithstanding any provision of Sections 5.7,6.3,6.4 and 6.5
hereof to the contrary, indemnification obligations of Augusta hereunder are payable only from
amounts that may be appropriated by Augusta, or after an Event of Non-Appropriation or Event of
Default, from the realization of the Project as collateral.
[END OF ARTICLE VI]
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ARTICLE VII
SUCCESSORS, ASSIGNMENT, PLEDGING, SALE, AND AMENDMENT
Section 7.1. Assienment by RCPF. Pursuant to the Trust Indenture, RCPF,
simultaneously with the execution and delivery of this Agreement, has transferred, assigned and
otherwise: conveyed to the Trustee without recourse (but without limitation of its obligations in the
Trust Indenture) all the right, title and interest ofRCPF in and to this Agreement, the Installment
Payment!l and RCPFs interest in and to the Project (mcluding without limitation theinterest retained
in the Rf:verter Deed), and in the Funds and Accounts. Except for such assignment to the Trustee
as provided in the Trust Indenture, RCPF will not assign this Agreement, its right to receive
Installment Payments from Augusta, or its duties and obligations hereunder to any other person, firm
or corpo:ration without an opinion of Bond Counsel to the effect that the proposed assignment will
not advl~rsely affect the exclusion from gross income for federal income tax purposes of the
Supplemental Payments. In addition, no assignment or reassignment of any ofRCPF's right, title,
obligations or interest in this Agreement or the Project shall be effective unless and until Augusta shall
have received a duplicate original counterpart of the document by which the assignment or
reassignment is made, disclosing the name and address of each such assignee; provided, however, that
if such assignment is made to a bank or trust company as trustee or paying agent or escrow agent for
holders of the Certificates, it shall be sufficient that a copy of the agency or trust agreement shall have
been deposited with Augusta. Augusta hereby acknowledges receipt of the Trust Indenture for
purposes, of this Section and hereby agrees to perform in accordance with the provisions of the Trust
Indentur,~. During the term hereot: Augusta shall keep, or cause to be kept, a complete and accurate
record of all such assignments and reassignments received in form necessary to comply with Section
149(a) of the Code, and the regulations, proposed or existing, from time to time promulgated
thereunder.
Upon such assignment all references herein to RCPF shall be deemed to be references to the
Trustee, and the owners of the Certificates shall have the right to proceed directly against Augusta
for their proportionate share of the Installment Payments.
Section 7.2. No Assignment by Au2Usta: Leasing. This Agreement may not be assigned
by Augusta. Augusta may lease all or part of the Project, with the prior written consent ofRCPF
subject to all of the following conditions:
(i) No such lease shall modify or limit any right or power of RCPF or the Trustee
hereund.er or under the Trust Indenture and all of the obligations of Augusta hereunder, includingjAugusta's obligations to make the Installment Payments, and any other amounts due hereunder, shall
continue in full force and effect;
{ii) Augusta shall, within thirty days after the delivery thereof, furnish or cause to be
furnished to RCPF or its assignee and to the Trustee a true and complete copy of such lease;
(iii) No lease by Augusta shall cause the Project to be used for a purpose other than a
governmental or proprietary function authorized under the provisions of the laws of the State, and
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(iv) RCPF and the Trustee shall have received an opinion of Bond Counsel to the effect
that the exclusion from gross income of interest on the Certificates for federal income tax purposes
will not be adversely affected by such leasing.
(v) Notwithstanding the foregoing, no additional consent ofRCPF shall be required for
the creation of tenancies at will or other tenancies of one year or less for minor portions of the Project
for provision of space to organizations providing services related to the conduct of municipal
functions .
Section 7.3. Amendment. Augusta will not alter, modify or cancel or agree or consent to
alter, modify or cancel this Agreement except as permitted by this Agreement and the Trust
Indentun~.
[END OF ARTICLE Vll]
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ARTICLE VITI
EVENTS OF DEFAULT, NON-APPROPRIATION, AND REMEDIES
Section 8.1. Events of Default Dermed. The following shall be ''Events of Default" under
this Agreement and the terms "Events of Default" and "Default" shall mean, whenever they are used
in this Agreement, anyone or more of the following events:
(i) Failure by Augusta to pay any payment required to be paid herel!1!der and to be
received by the Trustee on or before the date required for such payment; provided, however, Augusta
shall have: forty-five days to cure any failure to pay the Termination Payment required pursuant to the
second sentence of Section 4.4(a)(3).
(ii)
or 5.3.
Failure by Augusta to observe and perform any of its obligations under Sections 4.6
(iii) Failure by Augusta to observe and perform any other covenant, condition or
agreement on its part to be observed or performed in the Trust Indenture or herein or otherwise with
respect hereto, other than as referred to in clause (i) or (ii) of this Section, for a period of thirty days
after written notice specifying such failure and requesting that it be remedied has been given to
Augusta by the Trustee; provided, however, if the failure stated in the notice cannot be corrected
within the applicable period, the Trustee shall not unreasonably withhold its consent to an extension
of such time if corrective action is instituted by Augusta within the applicable period and diligently
pursued until the default is corrected.
(iv) The failure of Augusta generally to pay its debts as the same become due or the filing
by or against Augusta of a case in bankruptcy, or the subjection of any right or interest of Augusta
under thi;) Agreement to any execution, garnishment or attachment, or adjudication of Augusta as a
bankrupt, or assignment by Augusta for the benefit of creditors, or the entry by Augusta into an
agreement of composition with creditors, or the filing of a petition applicable to Augusta in any
proceedings instituted under the provisions of the federal bankruptcy code, as amended, or under any
similar fi:deral or State act which may hereafter be enacted.
(v) The Project shall not be subjected to any lien, encumbrance, transfer or conveyance
without the written consent of the Trustee.
Section 8.2. Remedies on Default and Non-Appropriation. Whenever any Event of
Default referred to in Section 8.1 hereof shall have occurred and is continuing, or an Event of Non-
Appropriation shall have occurred, the Trustee or its assigns may take anyone or more of the
followin;g remedial steps:
(a) The Trustee may declare all installments of amounts payable under Section 4.4(a) and
all Administrative Expense Payments payable under Section 5.4 for the remainder of the then current
Installment Sale Year to be immediately due and payable, whereupon the same shall become
immediaJtely due and payable. Ifall payments payable under Section 4.4(a) for the remainder of the
then cur;rent Installment Sale Year are accelerated pursuant to this Section 8.2(a), the amount then
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due and payable by Augusta as accelerated payments shall be the sum of (1) the aggregate Basic
Paymenul due in the then current Installment Sale Year, (2) the aggregate Supplemental Payments
due in the then current Installment Sale Year, (3) the Termination Payment, and (4) any other
amounts which may be owing to the Trustee pursuant to this Agreement, including, without
limitatioll~ Section 5.4, for the then current Installment Sale Year;
(b) The Trustee shall transfer all moneys on deposit in the Project Fund to the Redemption
Subaccount of the Principal Account of the Certificate Payment Fund;
(<:) The Trustee may exercise its remedies under the Reverter Deed and take possession
of the Prc~ect with or without terminating this Agreement (provided, however, this Agreement shall
be terminated only upon an Event of Non-Appropriation or in accordance with the terms of Section
4.3) and lYithOut any liability to Augusta for such repossession, and lease or sell all or any portion of
the Projeet; the Trustee shall deposit in the Redemption Subaccount of the Principal Account of the
Certificatl~ Payment Fund pursuant to the Trust Indenture all Liquidation Proceeds received pursuant
to the eXI~rcise of such remedy.
(d) The Trustee may require Augusta to furnish copies of all books and records of
Augusta pertaining to the Project; and
(€:) The Trustee may take whatever action at law or in equity which may appear to the
Trustee necessary or desirable to collect the amounts then due and thereafter to become due, or to
enforce performance and observance of any obligation, agreement or covenant of Augusta under this
Agreement.
Section 8.3. Non-Appropriation. Upon an Event of Non-Appropriation, Augusta shall
not be obligated to make the Installment Payments and other payments provided for herein beyond
the last day of the Installment Sale Year in which such Event of Non-Appropriation occurred. Upon
the occurrence of an Event of Non-Appropriation, Augusta shall give immediate written notice
thereof to the Trustee.
Section 8.4. Surrender of the Project. The parties hereto agree that, upon the exercise
of the right of reverter under Section 3.1 by the Trustee, Augusta shall have all responsibility for
surrendering the Project. Within ten days after the occurrence of an Event of Non-Appropriation or
an Event of Default, Augusta shall surrender the Project to the Trustee.
Section 8.5. No Remedy Exclusive. No remedy conferred herein upon or reserved to the
Trustee i8 intended to be exclusive and every such remedy shall be cumulative and shall be in addition,
to every I:>ther remedy given under this Agreement or now or hereafter existing at law or in equity.
No delay or omission to exercise any right or power accruing upon any default shall impair any such
right or IPower 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 Trustee
to exerci~:e any remedy reserved to it in this Article, it shall not be necessary to give any notice, other
than such notice as may be required in this Article or by law.
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Section 8.6. Agreement to p~ Attorneys' Fees and EJ;penses. In the event either party
to this Agreement should default under any of the provisions hereof and the non-defaulting party or
the Trustee should employ attorneys or incur other expenses for the collection of moneys or the
enforcement of performance or observance of any obligation or agreement on the part of the
defaulting party contained herein, the defaulting party agrees that it will on demand therefor pay to
the non-defaulting party the reasonable fees of such attorneys and such other expenses so incurred
by the nc,n-defaulting party.
Section 8.7. No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Agreement should be breached by either party and thereafter waived by the other
party or the Trustee, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other breach hereunder.
[END OF ARTICLE VIll]
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ARTICLE IX
MISCELLANEOUS
S~tion 9.1. Notices. All notices, certificates or other communications hereunder shall be
sufficiently given and shall be deemed to have been received five (5) business days after deposit in the
United States mail in certified form, postage prepaid, at the following addresses:
U to Augusta:
Augusta, Georgia
530 Greene Street
Augusta, Georgia 30901
Attention: Charles R Oliver, Administrator
If to RCPF:
Richmond County Public Facilities, Inc.
c/o Burnside, Wall, Daniel, Ellison & Revell
454 Greene Street
Augusta, Georgia 30901
Attention: James B. Wall
lfto the Trustee:
Regions Bank
Corporate Trust Department
Sixth Floor
417 North 20th Street
Birmingham, Alabama 35203
Any party, by notice given hereunder, may designate different addresses to which subsequent
notices, certificates or other communications will be sent.
Section 9.2. Bindin~ Effect: Assignment. This Agreement shall inure to the benefit of
and shall be binding upon RCPF and Augusta and their respective successors and the assigns of
RCPF. This Agreement may not be assigned by Augusta.
Section 9.3. Severability. In the event any provision of this Agreement shall be held
invalid or unenforceable by a court of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof
Section 9.4. Amendments. Changes and Modifications. This Agreement may not be
amended or any of its terms modified without the written consent of Augusta, the Trustee and RCPF.
Section 9.5. Further Assurances and Corrective Instruments. The Seller and Augusta
agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such supplements hereto and such further instruments as may
reasonably be required for correcting any inadequate or incorrect description of the Project or
intended so to be or for carrying out the expressed intention of this Agreement.
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Section 9.6. Execution in Counter:parts. This Agreement may be executed in any number
of counterparts, each of which shall be an original and all of which shall constitute one and the same
instrument.
Stdion 9.7. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State.
IN WITNESS WHEREOF, Augusta and RCPF have caused this Agreement to be executed
in their respective corporate names and their respective corporate seals to be hereunto affixed and
attested hy their duly authorized officers, all as of the date first above written.
Signed, Sl~ed and delivered
in the presence of
v'lun~ -
Unofficial itness
~~t~res. 9~?/'f
RICHMOND COUNTY PUBLIC FACILITIES, INC.
By:
Secretary
[SEAL]
[NOTARIAL SEAL]
~;;- -
"- "
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Signed, ~ealed and delivered
in the pmsence of .
~~l~
Unofficial Itness
~~~s: 9)9/,P
[NOT AllUAL SEAL]
e
AUGUSTA, GEORGIA
By:
(jJJ::>
Mayor
Clerk
TlIiI OocumlnllP!lfOYld U
toSu~a~~'1'
[SEAL] ~
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EXIllBIT "A"
Basic Terms
INSTALLMENT SALE AMOUNT:
Deposit to Project Fund (for Construction)
$1,636,079.55
Cost of Issuance
34,100.00
Pre-Sale Cost Amount
34,820.45
Total
$1. 705.000.00
MINlMl.JM ANNUAL APPROPRIATED AMOUNT (FY 1998):
Annual Installment Payment Amount
$82,864.44
Minimum Annual Administrative Expense Amount
1,500.00
Termination Payment Amount*
o
Total
$84.364.44
* Termination Payment Amount must be appropriated each year, but would be payable only in
the Event of Default or Event of Non-Appropriation under Augusta's Installment Sale
Agreement.
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DUE
DATE
BASIC
PAYMENT
(rRINCIP AL)
SUPPLEMENTAL
PAYMENT PERIOD
(JNTERES1) TOTAL
REMAINING
BALANCE
12/31/98 37,723.62 45,140.82 82,864.44 1,667,276.38
1998 Totil 37,723.62 45,140.82 82,864.44
6/30/99 39,442.08 43,422.36 82,864.44 1,627,'834.30
12/31/99 39,766.62 43,097.82 82,864.44 1,588,057.68
1999 Total 79,208.70 86,520.18 165,728.88
6/30/2000 41,276.48 41,587.96 82,864.44 1,546,791.20
12/31/2000 41,912.29 40,952.15 82,864.44 1,504,878.91
2000 Total 83,188.77 82,540.11 165,728.88
6/30/2001 43,671.54 39,192.90 82,864.44 1,461,207.37
12/31/2001 44,178.16 38,686.28 82,864.44 1,417,029.21
2001 Total 87,849.70 77,879.18 165,728.88
6/30/2002 45,959.49 36,904.95 82,864.44 1,371,069.72
12/31/2002 46,564.51 36,299.93 82,864.44 1,324,505.11
2002 T01~al 92,524.10 73,204.78 165,728.88
6/30/2003 48,369.18 34,495.26 82,864.44 1,276,135.93
12/31/2003 49,078.03 33,786.41 82,864.44 1,227,057.90
2003 Total 97,447.21 68,281.67 165,728.88
6/30/2004 50,730.52 32,133.92 82,864.44 1,176,327.38
12/31/2004 51,720.52 31,143.92 82,864.44 1,124,606.86
2004 Total 102,451.04 63,277.84 165,728.88
6/30/2005 53,575.30 29,289.14 82,864.44 1,071,031.56
12/31/2005 54,508.29 28,356.15 82,864.44 1,016,523.27
2005 Total 108,083.59 57,645.29 165,728.88
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6/30/2006 56,390.22 26,474.22 82,864.44 960,133.05
12/31/2006 57,444.38 25,420.06 82,864.44 902,688.67
2006 Total 113,834.50 51,894.28 165,728.88
6/30/2007 59,354.92 23,509.52 82,864.44 843,333.75
12/31/2007 60,536.71 22,327.73 82,864.44 782,797.04
2007 Total 119,891.63 45,837.25 165,728.88
6/30/200B 62,364.73 20,499.71 82,864.44 720,432.31
12/31/2008 63,790.59 19,073.85 82,864.44 666,541.72
2008 Total 126,155.32 39,573.56 165,728.88
6/30/2009 65,762.94 17,101.50 82,864.44 590,878.78
12/31/2009 67,220.60 15,643.84 82,864.44 523,658.18
2009 T 01:al 132,983.54 32,745.34 165,728.88
6/30/2010 69,226.34 13,638.10 82,864.44 454,431.84
12/31/2010 70,833.10 12,031.34 82,864.44 383,598.74
2010 Total 140,060.44 25,668.44 165,728.88
6/30/20ll 72,874.04 9,990.40 82,864.44 310,724.70
12/31/2011 74,637.83 8,226.61 82,864.44 236,086.87
2011 Total 147,511.87 18,217.01 165,728.88
6/30/201.2 76,681.86 6,182.58 82,864.44 159,405.02
12/31/2012 78,644.10 4,220.34 82,864.44 80,760.92
2012 Total 155,325.95 10,402.93 165,728.88
6/30/2013 80,760.92 2,103.33 82,864.25 0.00
2013 Total 80,760.92 2,103.33 82,864.25
NOTE: This schedule of payments is based upon the assumption that the Supplemental
Payment (Interest) will remain constant at the rate in effect at the time of issuance of
5.18%. In fact, the Supplemental Payment (Interest) will be adjusted on January 1,
2004 and January 1, 2009 and at those time this schedule of payments shall be
adjusted based on the outstanding principal balance, the Adjusted Rate and the
remaining Term to determine the amount of equal semi-annual installments to payoff
the total of the Basic Payments (principal) and the Supplemental Payments (Interest)
assuming that the Adjusted Rate then in effect remains unchanged throughout the
remaining term.
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EXIllBIT "B"
Proiect Description
Th/~ Project shall consist of renovations to the Augusta Golf Course including the following:
1. Complete irrigation system replacement.
2. New clubhouse and cart storage building.
3. New maintenance shop.
4. New practice range and putting green.
5. Redesign the 15th and 18th holes.
6. Parking and cart path improvements.
7. Demolition of the existing clubhouse.
This work shall be done in accordance with the Improvement Plan for Augusta Golf Course
dated November 3, 1997, the description of the land constituting the Augusta Golf Course is as
follows:
ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being
in Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing
142.00 acres, more or less, and being bounded as follows:
On the North, by the following tracts ofland: (1) property of Brickle, Huffinan, and Huffinan,
and property of Samples, which property is shown as a consolidated tract of land on a plat recorded
the Offiee of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11U, page
319 (th(: "Brickle Property")~ and (2) by property of Augusta-Richmond County, Georgia known as
the "Daniel Field Airport", and as shown on a plat dated February 28, 1987, prepared by James G.
Swift & Associates which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the
"Airport Property").
On the East, by the Airport Property and by the right-of-way of Highland Avenue.
On the South, by the right-of-way of Damascus Road; and
On the West, by the following tracts ofland: (1) property of Garren and Nordmann, as shown
on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty
Ree12S9, page 1729, in said Clerk's Office~ (2) property of Donahue which is shown on a plat dated
April] 7, 1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages
2253-2254, in said Clerk's Office~ (3) property of Donahue which is shown on a plat dated February
2, 1989, prepared by George L. Godman & Associates and recorded in Realty Reel 305, page 1439,
in said Clerk's Office; (4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995,
and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the
propelty depicted on that certain plat dated November 26, 1968, last revised December 18, 1974,
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prepared 'by Baldwin & Cranston Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546,
in said Clerk's Office;(5) property of Augusta-Richmond County, Georgia acquired by deed dated
August 4:, 1994, and recorded in Realty Reel 467, pages 370-372, in said Clerk's Office, and shown
on that artain plat recorded in Realty Book 17B, page 409, in said Clerk's Office; and (6) the Brickle
Property .
REFERENCE is hereby made to the recorded plats and deeds referenced above for a more
complete: and accurate description as to the metes, bounds and location of the sub~c;t property.
THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax
records of Augusta-Richmond County, Georgia.
SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the
subject property in a general north-south direction.
B - 5
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EXHIBIT "e"
STATE OF GEORGIA
RICHMOND COUNTY
LIMITED WARRANTY DEED
WITH REVERTER
llllS INSTRUMENT is made this _ day of June, 1998, between Riclunond County Public
Facilities:. Inc., a Georgia non-profit corporation ("Grantor"), and Augusta, Georgia, a county-wide
government which is a body corporate and politic and a political subdivision of the State of Georgia
("Grant(:e") (the terms Grantor and Grantee include their respective heirs, legal representatives,
successors and assigns where the context hereof requires or permits). This instrument evidences for
public record certain rights created under a Public Purpose Installment Sale Agreement dated as of
June 1, 1998, between Grantor and Grantee (the "Installment Sale Agreement").
WITNESSETH THAT: Grantor, for and in consideration of the sum ofTEN AND NO/lOO
DOLLARS ($10.00), and other good and valuable consideration, in hand paid at and before the
sealing :md delivery of these presents, the receipt, adequacy and sufficiency of which are hereby
acknow::edged by Grantor, has granted, bargained, sold, and conveyed, and by these presents does
hereby ,grant, bargain, sell, and convey unto Grantee, the real property described in Exhibit II A"
attached hereto and by this reference incorporated herein (the "Property").
TO HAVE AND TO HOLD the above-descnbed tract or parcel ofland, together with all and
singular the rights, members and appurtenances thereot: to the same being, belonging or in any wise
appertaining, to the only proper use, benefit, and behoof of Grantee, forever in FEE SIMPLE;
provided, however, that should there occur an "Event of Non-Appropriation" or "Event of Default, "
as defined in the Installment Sale Agreement, then the Grantor may serve a notice in writing to the
Grantee that the title to the Property, in the condition and as conveyed hereunder and as the Property
has been improved, shall revert to the Grantee, and upon the occurrence of such event, the title to
the Property, in the condition and as conveyed hereunder and as the same has been improved shall
immediately and without the necessity of any further action on the part of the Grantor or the Grantee
revert to and vest in Grantor, and the Grantee shall lose and forfeit all of its rights, title, and interest
in and to the Property and all improvements and fixtures thereon.
AND, the Grantor will warrant and forever defend the right and title to the above-described
tract or parcel ofland unto the Grantee against the lawful claims of all persons claiming by or through
the Grantor, except as to the permitted encumbrances described in Exhibit "B II attached hereto and
by this reference incorporated herein.
Notwithstanding anything herein to the contrary, the Grantee and the Grantor acknowledge
and agree that the rights of the Grantee in the Property and all improvements thereon are subject and
subordinate to a Deed to Secure Debt and Security Agreement dated as of June 1, 1998 from the
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Grantor to Regions Bank, as Trustee (the "Security Deed"), filed for record contemporaneously
herewith, in the Office of the Clerk of Superior Court of Richmond County, Georgia, and that the
rights of1he grantee in the Property and all improvements thereon are subject to termination in the
event the :Property is sold pursuant to the exercise of remedies under the Security Deed. The Grantor
hereby assigns its equity of redemption in the Property under the Security Deed to the Grantee.
IN WITNESS WHEREOF, Grantor has signed and sealed this instrument the day and year
first above written.
Signed, g,ealed and delivered in
the presence of:
RICHMOND COUNfY PUBLIC FACILITIES, INC.
By:
lJnofficial VVitness
Title:
Attest:
Title:
Notary Public
[SEAL]
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EXHIBIT "A"
LIMITED WARRANTY DEED WITH REVERTER
ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in
Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing 142.00
acres, more or less, and being bounded as follows:
OIl the North, by the following tracts of land: (I) property of Brickle, Huffman; and Huffman,
and propetty of Samples, which property is shown as a consolidated tract of land on a plat recorded the
Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11 U, page 319 (the
"Brickle Property"); and (2) by property of Augusta-Richmond County, Georgia known as the "Daniel
lField Airport" , and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates
which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the" Airport Property").
On the East, by the Airport Property and by the right-of-way of Highland Avenue.
011 the South, by the right-of-way of Damascus Road; and
011 the West, by the following tracts of land: (1) property of Garren and Nordmann, as shown
on that celtain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel
259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17,
1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said
Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by
George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office;
(4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel
490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat
dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates,
Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta-
Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty Reel 467,
pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page
409, in said Clerk's Office; and (6) the Brickle Property.
REFERENCE is hereby made to the recorded plats and deeds referenced above for a more
complete and accurate description as to the metes, bounds and location of the subject property.
THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records
of Augusta-Richmond County, Georgia.
SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the subject
property in a general north-south direction.
e
e
Exhibit liD II
A consent judgment was entered in an action brought by
Georgia Environmental Organization, Inc., a nonprofit corporation
vs. City of Augusta, U. S. District Court, Southern District of
Georgia, Civil Action File No. CV194-151, under the terms of which
the City agreed to pay $10,000.00 to the United States Treasury in
civil penalties, attorney's fees, and $150,000.00 for "Supplemental
Environmental proj ects" . All of these sums have been paid. In
addition, the Order provides for fines to be imposed should Augusta
fail tc meet construction deadlines for the Constructed Wetlands
Project, for failure to meet pre-construction limits on discharge,
and for failure to meet limits following completion of construction
in October, 2000. However, all such fines are capped, and the
maximum fines that could be imposed for failure to meet discharge
limits prior to completion of the project is $200,000.00, for
failure to meet the construction deadline is $250,000.00, and for
failure to meet the discharge limits by January I, 2001 is
$250,000.00.
In addition, Robert McElmuarray and Boyceland Dairy have
placed Augusta on notice that they intend to file suit under
certain federal statutes, including the Clean Water Act, for
damages they contend to have suffered on the farm property related
to the application of sludge from the City's Wastewater Treatment
Plant. Experts consulted by the City contend that the City's
sludge at all times met federal guidelines.
The City is also under
the Wastewater Treatment Plant,
Spirit Creek Treatment Facility.
orders affect the Project, nor
financial exposure to Augusta.
certain consent orders relating to
sani tary sewer lines, and the
However, none of these consent
do they create any substantial
.7'-""
'2J
__ .-J--,.
e
REEL 601 P_ 2395
Return To: Dougtlll D. Balchelor
Hull, TowID, Norman & Bamltt, P.C.
P.O. Box 1S64
Augusta. GA 309C:l- 1 584
DEED TO SECURE DEBT AND SECURITY AGREEMENT
THIS DEED TO SECURE DEBT AND SECURITY AGREEMENT (this
"Security Deed"), made and entered into as of this 1st day of June, 1998, by and between
RICHlv10ND COUNTY PUBUC FACILITIES, INC., a Georgia non-profit corporation
(the "Corporation"), and REGIONS BANK, a state chartered bank and trust company
organized under the laws of the State of Alabama, as Trustee (the ''Trustee");
WITNESSETH:
1.01 THAT FORAND IN CONSIDERATION of the sum of $10.00 and other
valuable considerations, the receipt and sufficiency whereof are hereby acknowledged,
and in order to secure the indebtedness and other obligations hereinafter set forth, the
Corporation does hereby grant, bargain, sell, convey, assign, transfer, pledge, and set over
unto 1he Trustee the following described property (collectively, the "Premises"): (a) all
those certain tracts, pieces or parcels of land (and any easements or other interests in
. -'iland) more partiLwai(y rlf"-5Cribeain Exhibit "A"Lhereto (tlre-"Lmd;~); (brill buifdings,
~"structures ~cu:(~" improvements of every nature whatsoever now 01' here:lfter--sltuated on
the Land; and all right, title and interest of the Corporation in all fixtures, machinery,
building supplies and materials and all other articles of property of every kind and nature
acquired with proceeds of the Certificates (hereinafter defined), and constituting the
"Project" described in the Installment Sale Agreement (hereinafter defined); and all
extensions, additions, improvements, bettennents, renewals and replacements,
substitutions, or proceeds of any of the foregoing constituting proceeds acquired with
cash proceeds of any of the property described hereinabove; all of which foregoing items
are hereby declared and shall be deemed to be fixtures and accessions to the Land and
a part of the Premises as between the parties hereto and all persons claiming by, through
or under them, and which shall be deemed to be a portion of the security for the
indebtedness herein described and to be secured by this Security Deed; (c) all easements,
righu;-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights,
wateJrs, water courses, water rights, numerals, flowers shrubs, crops, trees, timber and
other emblements now or hereafter located on the Land or under or above the same or
any part or parcel thereof, and all estates, rights, titles, interests, tenements,
hereditaments and appurtenances, reversions and remainders whatsoever, in any way
belonging, relating or apperuuning to the Premises or any part thereof, or which
hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned
or hereafter acquired by the Corporation; and (d) all proceeds of any of the property
descdbed abCWtEIlMOND COUNTY; GBORGIA
Inta,,~ibk TtpinO::l HCI}!..J:~f;S_.~O >1i:i31:";
MnC!\!f1nr' ") .~~IVl3
12f I~"''' ." * ~ ..... * *
Paltl S
7-.l..-Clr ~S:~ Wd Z-lnr86
Date
tt~ ~ . ~/;':,:;;::; ;: ! ~I~~~ ~~ ~~~ROEO
ElIIlM c. Jobtuon WI P ID: 362711
Ckrt 01 s"perlor eo",.
.. ----... --
e
REEL 601 P4IJ 2396
THIS SECURITY DEED IS A "CONSTRUCTION MORTGAGE" AS THAT
TERM IS DEFINED IN THE OFFICIAL CODE OF GEORGIA ANNOTATED
U 1-9-~n3(1)(c) AND SECURES AN OBUGATION INCURRED FOR THE
CONSTRUCTION OF IMPROVEMENfS UPON LAND.
..
1.02 TO HAVE AND TO HOLD the Premises and all parts, rights, members
and appurtenances thereof, to the use, benefit and behoof of the Trustee, IN FEE
SIMPLE forever; and the Corporation covenants that the Corporation is lawfully seized
of the Premises as aforesaid and has good right to convey the same, that the same are
unencumbered except for those matters expressly-set forth in the title insurance policy
insuring the lien of this Security Deed delivered in connection with the delivery hereof,
and the Corporation does warrant and will forever defend the title thereto against the
claims of all persons claiming through it, except as to the matters set forth in said title
insurance policy.
1.03 THIS SECURITY DEED is a deed passing the title to the Premises to the
.'",. --iI'ruStee and is made under the laws of ~e State of.Georgia relatingto.ckeds t:os~e- .<-.-- -. --
de~,. and is not a mortgage, and is given to secure the payn'~e.nt oL the followiflg.-..:--
described obligations (collectively, the "Obligations"): (a) the payment of the Richmorid
County Public Facilities, Ine. Certificates of Participation (Augusta Golf Course Project),
Series 1998 (the "Certificates"), representing undivided interests in all the obligations of
Augusta, Georgia ("Augusta"), a body politic and corporate and a political subdivision of
the State of Georgia under the Installment Sale Agreement, notwithstanding the
termination of the Installment Sale Agreement or the invalidity of the Installment Sale
Agreement as to Augusta, in whole or in part, together with all renewals, modifications,
consolidations, replacements and extensions thereof (the Installment Sale Agreement and
the G~cates are in the principal amount of $1,705,000 with the final payment being
due on or before June 30,2013; and (b) any and all additional advances made or costs
or expenses incurred by the Trustee to protect or preserve the Premises or the security
interest created hereby, or for taxes, assessments or insurance premiums as provided in
the Installment Sale Agreement. For purposes of this Security Deed, the tenn
"lnsUlllment Sale Agreement" shall mean the Public Purpose Installment Sale Agreement
of even date herewith between the Corporation and Augusta, which has been assigned
by the Corporation to the Trustee pursuant to a Trust Indenture of even date herewith
between the Corporation and the Trustee (the ''Trust Indenture"); and the tenn
"Doc.uments" shall mean this Security Deed, the Trust Indenture the Installment Sale
Agreement, the Certificates and any other documents to or of which the Trustee or
2
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REEL 601 PI 2397
Augusta is a party or beneficiary now or hereafter evidencing, securing or otherwise
relating to the Obligations or the Premises. 1bis Security Deed is expressly made prior
and senior to the Installment Sale Agreement and to the conveyance of the Premises
made by the limited warranty deed with reverter delivered pursuant thereto. The Trustee
is acting hereunder in its capacity as the "trusteell under the Trust IndentUf&. This
Security Deed is given in confirmation of the assignment and transfer to the Trustee
contained in the Trust Indenture of the rights, title and interest of the Corporation with
respect to the Premises, and to document and afford to the Trustee the rights pennitted
by law with respect to deeds to secure debt and security agreements with respect to the
Premi~:es.
1.04 SHOULD THE OBUGATIONS BE PAID according to the tenor and effect
thereof when the same shall become due and payable, then this Security Deed shall be
canceled and surrendered.
1.05 NOT WITHSTANDING ANYTHING HEREIN OR IN THE OTHER
. DOaJ1yillNfS~OR -€LOSTI-..J'G DOCtf:lvffitITS-YO'"'i'i-ffiC<Ul'rrRARy;7H:EtIABILITY
OF THE CORPORATION WITH~ RESPECf TO ITS.9BI1GATIONS HEREUNDER
ORTHEREUNDER SHALL BE UMITED TO ITS INfEREST IN THE PREMISES.
AND NO PERSONAL LIABILITI OR RESPONSIBILITY, WHETHER EXPRESS,
IMPLIED, OR ARISING BY OPERATION OF LAW, IS ASSUMED BY THE
CORPORATION, NOR SHALL ANY PERSONAL LIABILITY OR RESPONSIBIUlY
BE ASSERTED OR ENFORCEABLE AGAINST THE UNDERSIGNED, ALL SUCH
PERSONAL LIABIUlY OR RESPONSIBIUlY BEING HEREBY EXPRESSLY
WAIVED BY THE TRUSTEE.
~r
COVENANTS AND AGREEMENTS
2.01 Seauity Agreement. 'This Security Deed is hereby made and declared to be
a security agreement encumbering each and every item of personal property included
herein as a part of the Premises, in compliance with the provisions of the Uniform
Conunercial Code as enacted in the jurisdiction applicable thereto (the IICommercial
Code:II). The remedies for any violation of the covenants, terms and conditions of the
security agreement contained in this Security Deed shall be as prescribed herein, or as
prescribed by general law, or as prescribed by the Commercial Code, all at the Trustee's
election in the discretion of the Trustee.
3
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REEL 601 p~ 2398
2.02 Further Assurances. Mter-Acquired Property. The Corporation shall, and
shall cause Augusta to, execute and/or deliver (and pay the costs of preparation and
recording thereof to the Trustee, upon demand, any further instrument or instruments
so as to evidence, reaffirm, correct, perfect, continue or presexve the obligations of the
Corporation or Augusta under the Documents, the collateral at any time securing or
intended to secure the Documents, and the first and prior legal security title and
interests of the Trustee to all or any part. of the Premises, whether now owned or
hereafu~ acquired by the Corporation or Augusta. Upon any failure of the Corporation
or Augusta so to do, the Trustee may make, execute, record, file, re-record and/or re-file
. any and all such instruments for and in the name of the COIporation or Augusta, and the
Corporation hereby (and shall cause Augusta to) irrevocably appoints the Trustee agent
and attorney-in-fact to do so.
.2.03 Conveyance or Encumbrance. Neither the Corporation (except as to
Augusta as contemplated by. the Installment Sale Agreement) nor Augusta shall
encumber, pledge, convey, transfer or assign any or all of their respective interest in the
9l?remiS.~, OT execute or consent 'to any instrumentcor matter which might affect the ~title ..
to the Premises. " '0.."_
~
;.,.
2.04 Conveyance to Augusta. Notwithstanding Paragraph 2.03 above, or any
other provision of this Security Deed, the Trustee hereby consents to the execution of
the Irutalhnent Sale Agreement and the conveyance of the Premises to Augusta, subject
and subordinate to this Security Deed; provided, however, the Trustee's interest in the
Premises and this Security Deed shall constitute and remain a first priority security title
and lien in and to the Premises in favor of the Trustee, superior in all respects to the
inter~:t of Augusta.
DEFAULT AND REMEDIES
3.01 Defaults. The term "Default," wherever used in this Security Deed, shall
mean anyone or more of the following events: (a) a failure in payment of any portion
of the Obligations; or (b) the occurrence of an Event of Default or an Event of Non-
Appropriation under the Installment Sale Agreement.
3.02 Rights Upon Default. If a Default shall have occurred, then the Trustee, at
its option, may do anyone or more of the following (and, if more than one, either
concurrently or independently, and in such order as the Trustee may determine in its
4
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REEL 601 ~ 2399
discretion), in addition to its other remedies under the Documents, all without regard
to the adequacy or value of the security for the Obligations.
(a) Enter upon and take possession of the Premises without the appointment
of a receiver, or an application therefor; at its option, operate the Premises; at its Qption,
exclude the Corporation, Augusta and its agents, employees and assigns wholly
therefrom; at its option, employ a managing agent of the Premises; and at its option,
exercis<: anyone or more of the rights and, powers of the Corporation to the same extent
as the Corporation could, either in its own name, or in the name of the Corporation; and
receive the rents, incomes, issues and profits of the Premises. The Trustee shall have no
obligation to discharge any duties of a landlord to any tenant or to incur any liability as
a result. of any exercise by the Trustee of any rights hereunder, and the Trustee shall not
be liablie for any failure to collect rents, issues, profits or revenues, nor liable to account
for any rents, issues, profits or revenues unless actually received by the Trustee.
(b) Apply, as a matter of strict right, without notice and without regard to the
-solvency of any partY bound for its payment, for the 'appointment of a teceiver-to-tak~ c ."
. ---,,-possession of anc}.{o-operate the Premises and to collect and apply thejncom~rents,_
issues, profits and revenues thereof
(c) Pay, perform or observe any term, covenant or condition of this Security
Deed and any of the other Documents and all payments made or costs or expenses
incurred by the Trustee in connection therewith shall be secured hereby. The necessity
for any such actions and the amounts to be paid shall be determined by the Trustee in
its discretion. The Trustee is hereby empowered to enter and to authorize others to enter
upon the Premises or any part thereof for the purpose of performing or observing any
such defaulted term, covenant or condition without thereby becoming liable to the
Corporation, Augusta or any person in possession holding under the Corporation or
Augmta. The Corporation hereby acknowledges and agrees, and shall cause Augusta to
acknowledge and agree, that the remedies set forth in this Paragraph 3.02(c) shall be
exercisable by the Trustee, and any and all payments made or costs or expenses incurred
by the Trustee in connection therewith shall be secured hereby.
(d) Sell the Premises or any part of the Premises at one or more public sale or
sales at the usual place for conducting sales in the county in which the Land or any part
of the Land is situated, to the highest bidder for cash, in order to pay the Obligations,
and :ill expenses of sale and of all proceedings in connection therewith, including
5
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REEL 601 PAGE 24gg
reasonable attorney's fees, after advertising the time, place and terms of sale once a week
for fow,' weeks immediately preceding such sale (but without regard to the number of
days) in a newspaper in which sheriffs sales are advertised in said county, all other notice
being hereby waived by the Corporation. At any such public sale, the Trustee may
execute: and deliver to the purchaser a conveyance of the Premises or any part"of the
Premises in fee simple, with full warranties of title, and to this end the Corporation
hereby constitutes and appoints the Trustee the agent and attorney-in-fact of the
Corporation to make such sale and conveyance, and thereby to divest the Corporation
and Augusta of all right, title and equity that the Corporation or Augusta may have in
and to the Premises .and to vest the same in the purchaser or purchasers at such sale or
sales, and all the acts and doings of said agent and attorney-in-fact are hereby ratified
and confirmed, and any recitals in said conveyance or conveyances as to facts essential
to a v~Jid sale shall be binding upon the Corporation. The aforesaid power of sale and
agency hereby granted are coupled with an interest and are irrevocable by death or
otherwise, and shall not be exhausted by one exercise thereof but may be exercised until
full payment of all of the Obligations. In the event of any sale under this Security Deed
- - - by virtue of the exercise of the powers herein granted,"t:)r pursuant to. any oruenin-any) - ,,--
'~-"" judichJ-pmceeding or othenvise, the Premises may be sold as.an entirety. or in separate- --..;.,
parcels and in such manner or order as the Trustee in its discretion may elect, and one
or more exercises of the powers herein granted shall not extinguish nor exhaust such
powers, until the entire Premises are sold or the Obligations are paid in full. The Trustee
may, at its option, sell the Premises subject to the rights of any tenants of the Premises,
and the failure to make any such tenants parties to any foreclosure proceedings and to
forecLose their rights will not be asserted by the Corporation to be a defense to any
proceedings instituted by the Trustee to collect the Obligations. If the Obligations are
now or hereafter further secured by any chattel mortgages, pledges, contracts of guaranty,
assignments of lease or other security instruments, the Trustee may at its option exhaust
the remedies granted under any of said security either concurrently or independently,
and in such order as the Trustee may determine in its discretion. Upon any foreclosure
sale, the Trustee may bid for and purchase the Premises and shall be entitled to apply
all or any part of the Obligations as a credit to the purchase price. In the event of any
such foreclosure sale by the Trustee, the Corporation shall be deemed a tenant holding
over and shall forthwith deliver possession to the purchaser or purchases at such sale or
be summarily dispossessed according to provisions of law applicable to tenants holding
over. In case the Trustee shall have proceeded to enforce any right, power or remedy
under this Security Deed by foreclosure, entry or otherwise or in the event the Trustee
commences advertising of the intended exercise of the sale under power provided
6
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REEL 601 PAGE 2401
hereunder, and such proceeding or advertisement shall have been withdrawn,
discontinued or abandoned for any reason, then in every such case (i) the Corporation
and the Trustee shall be restored to their former positions and rights, (ii) all rights,
powers and remedies of the Trustee shall continue as if no such proceeding had been
taken, (Hi) each and every Default declared or occurring prior or subsequent t.o such
withdrawal, discontinuance or abandonment shall be deemed to be a continuing Default,
and (iv) neither this Security Deed, nor the Obligations, nor any other Document shall
be or shall be deemed to have been reinstated or otherwise affected by such withdrawal,
discontinuance or abandonment; and the Corporation hereby expressly waives the
benefit of any statute or rule of law now provided, or which may hereafter be provided,
which would produce a result contrary to or in conflict with this sentence.
(e) The Trustee may apply any moneys and proceeds received by the Trustee
as a remIt of the exercise by the Trustee of any right conferred under this Section 3.02
in such order as the Trustee in its discretion may elect against (i) all costs and expenses,
including reasonable attorneys fees, incurred in connection with the operation of the
Prerni:>e$; (ii) an-costs'-and-expenses, incitidingreasonable attorneys!" fees, incurred in the ':I
collection of any or all of the Obligations.,-including those iih~i:L..-rea in seeking to realize
on or to protect or preserve the Trustee's interest in any other collateral securing any or
all of the Obligations; (Hi) any or all unpaid principal on the Obligations; and (iv)
acero.ed interest and charges on any or all of the foregoing. Any residual after such
application shall be paid to Augusta.
(f) Notwithstanding anything herein to the contrary, following any Default,
the Trustee shall have no obligation to exercise remedies after an Event of Default or
Event of Non-Appropriation unless it shall have received satisfactory indemnity and
written instructions from the Owners of at least 25% of the aggregate principal amount
of Cc::rtificates then outstanding.
GENERAL CONDmONS
4.01 No Waiver. Remedies Cumulative. No delay or omission by the Trustee
to exercise any right, power or remedy accruing upon any Default shall exhaust or impair
any ~iUch right, power or remedy or shall be construed to be a waiver of any such Default
or acquiescence therein, and every right, power and remedy given by this instrument to
the Trustee may be exercised from time to time and as often as may be deemed
expedient by the Trustee. No consent or waiver, expressed or implied, by the Trustee to
7
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REEL 6~AGE 2402
or of any Default shall be deemed or construed to be a consent or waiver to or of any
other Default. No delay, indulgence, departure, act or omission by the Trustee shall
release, discharge, modify, change or otherwise affect the obligations of the Corporation
or Augusta or any subsequent purchaser of the Premises or any part thereof, or preclude
the Trustee from exercising any right, privilege or power granted herein or aJ.ter the
seauity title, seauity interest or lien hereof. No right, power or remedy conferred upon
or feseJ:ved to the Trustee hereunder is intended to be exclusive of any other fight, power
or remedy, but each and every such right, power and remedy shall be cumulative and
concwTent and shall be in addition to any other right, power and remedy given
hereunder or under the other Documents or now or hereafter existing at law, in equity
or by :;tatute.
4.02 Miscellaneous. This Security Deed shall inure to the benefit of and be
binding upon the Corporation and the Trustee and their respective heirs, executors, legal
representatives, successors, successors-in-title and assigns, subject to all restrictions on
transf,:r herein. The Documents (and any interest therein) are assignable by the Trustee,
.. and :my assignment of -the Dociunents rby the- Trustee shall operate to vest in the v "
assignee all rights and powers conferred upon ..rnd granted to the Trustee by the
Documents; and, in the event of any such assignment of the entire interest of the Trustee
in the: Doaunents, the Trustee shall be relieved of all obligations and liabilities under the
Documents; the Documents may not be assigned by the Corporation without the prior
consent of the Trustee, which may be given or withheld at the discretion of the Trustee.
The Documents may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against whom enforcement of such change,
waiver, discharge or tennination is sought. The Documents contain the entire agreement
between the Corporation and the Trustee and between the Corporation and Augusta
relating to the transactions contemplated hereby and supersede entirely any and all prior
written or oral agreements with respect thereto; and the Corporation and the Trustee
hereto acknowledge and agree that there are no contemporaneous oral agreements with
respect to the subject matter hereof. Nothing contained in the Documents shall be
construed to create an agency partnership or joint venture between the Corporation,
Augusta and the Trustee. All personal pronouns used in the Documents whether used in
the masculine, feminine or neuter gender, shall include all other genders, the singular
shaD. include the plural, and vice versa. TItles of articles and sections in the Documents
are for convenience only and in no way define, limit, amplify or describe the scope or
intent of any provisions thereof. When anything is described in the Documents in
genl~ral terms and one or more examples or components of what has been described
8
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REa 6WAGE 2403
-",
generally is associated with that description (whether or not following the word
"including"), the examples or components shall be deemed illustrative only and shall not
be construed as limiting the generality of the description in any way. Wherever in the
Documents the approval or consent of the Trustee is required or pennitted, or wherever
a requ:irement of the Trustee or the standard of acceptability or satisfaction.pf the
Trustel~ must be detennined, such approval, consent or detennination of the Trustee
shall not be unreasonably exercised; provided, however, that wherever it is indicated that
such a:pproval, consent or detennination is to be given or made at the option or in the
discrellon or judgment of the Trustee, then the Trustee may grant or withhold such
approval or consent or make such. determination without restriction in its sole and
absolute discretion. If any provisions of the Docwnents or the application thereof to any
person or circumstance shall be invalid or unenforceable to any extent, the remainder of
each of the documents and the application of such provisions to other persons or
circumstances shall not be affected thereby and shall be enforced to the greatest extent
permiltted by law. Time is of the essence with respect to each and evety covenant,
agreement and obligation of the Corporation under the Documents. All exhibits referred
to-in the Documents are by such referenCe incorporated into,the Documents as if fully'.
set forth therein.
4.03 Communications. Unless and except as otherwise specifically provided
herein, any and all notices, elections, approvals, consents, demands, requests and
responses thereto ("Communications") pennitted or required to be given under the
Doolffients shall be in writing, signed by or on behalf of the party giving the same, and
shall be deemed to have been properly given and shall be effective upon the earlier of
rece!lpt thereof or deposit in the United States mail, postage prepaid, certified with return
receipt requested to the other party at the address of such other party set forth
hereinbelow or at such other address within the continental United States as such other
party- may designate by notice specifically designated as a notice of change of address and
given in accordance herewith; provided, however, that the time period in which a
response to any such Communication must be given shall commence on the date of
rea~pt thereof, and provided further that no notice of change of address shall be effective
with respect to Communications sent prior to the time of receipt thereof. Receipt of
Communications under the Documents shall occur upon actual delivety (whether by
mail, telecopy transmission, messenger, courier service, or otherwise) to any person who
is .an officer, agent or employee of the Corporation at any location where such person
may be found, or to an officer, agent or employee of the Corporation or the Trustee, at
the address of such party set forth hereinbelow, subject to change as provided
h{xeinabove. An attempted delivery in accordance with the foregoing, acceptance of
which is refused or rejected, shall be deemed to be and shall constitute delivety; and an
attempted delivery in accordance with the foregoing by mail, messenger, or courier
9
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REa 601 PtJ 2404
service (whichever is chosen by the sender) which is not completed because of changed
address of which no notice has been received by the sender in accordance with this
provision shall also be deemed to be and constitute receipt. Any such communication,
if given to the Trustee, shall be addressed as follows, subject to change as provided
hereinabove:
...
Regions Bank
Corporate Trust Department
Sixth Floor
417 North 20th Street
Birmingham, Alabama 35203
and, if given to the Corporation, must be addressed as follows, subject to change as
provided. hereinabove:
Richmond County Public Facilities, Inc.
c/o Burnside, Wall, Daniel, Ellison & Revell
454 Greene Street
Augusta, Georgia 30901
Attention: Mr. James B. Wall
With a copy to:
Augusta, Georgia
530 Greene Street
Augusta, Georgia 30901
Attention: Mr. Charles R. Oliver, Administrator
4.04 Greater Estate. In the event that the Corporation is the owner of a lesser
estate with respect to any portion of the Premises and the Corporation obtains a fee
estate in such portion of the Premises, then, such fee estate shall automatically, and
without further action of any kind on the part of the Corporation, be and become
subject to the security title and lien hereof.
4.05 Applicable Law. This Security Deed shall be interpreted, construed and
enforced according to the laws of the State of Georgia.
4.06 Recording. lhis Security Deed, is to be recorded in the records of the Clerk
of the Superior Court of Richmond County, Georgia.
10
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REEL 6e~AGE 2405
IN WITNESS WHEREOF, the Corporation has executed this Security Deed
under seal, as of the day and year first above written.
Signed, sealed and delivered
in the presence of:
RICHMOND COUNlY PUBUC FACILmES, INC.
~~ By.
Unofficial itn -
:~'L~
r:' . -;:~.i'~"Public
.: //....tNdD\fuALSEAL]
\~\....d7';.9,ff~.w..- ~.... ~~f?
..:-- . '~....:l;
..
'/ ',.'. '."
. ~. .:.".
"
n'.\
"'. .
Secretary
RPORATE S~~a .':~\~>.c;~'<i' '.
:/C),:,~... ~._" ; .~' :". -:~:-
: &.v. 1.1-> (~,~
.... ;:~ :~: i:: :'. ...';./. ~~.~~ ::) . ~ ~ :
./ . \ ~... .." . ~'.;:~_: ):. .. ~: ...
.:.- . ~
... r~
.7E/1.ci j,\\\'.
. .
'1'1'
11
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REEL 601 ~ 2406
The Trustee has executed this Security Deed for the purpose of becoming a
signatozy to the security agreement set forth herein.
Signed, sealed and delivered
In the presence of:
c2fwJ. Pmm Y3 nomJ~
Unoffi~al Witnes~
~~~,~ ~
~jan, Public
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REGIONS BANK, as Trustee
~ .
By: I /~
v lit! _~E PRESIDENT
1 e. CORPORATE TRUST MANAGER
Attest: Q.~ vi ~~~e<J
TItle: ;t.SSISTANT SECRETARY
12
. .
--
REEL 601 ~E 2407
EXHmIT "A"
DEED TO SECURE DEBT AND
SECURITY AGREEMENT
ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in
Augusta-IUchmond County, Georgia, lying on the western side of Highland Avenue, containing 142.00
acres, more or less, and being bounded as follows:
On the North, by the following tracts of land: (I) property of Brickle, Huffman, and Huffman,
and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the
Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book llU, page 319 (the
"Brickle Property"); and (2) by property of Augusta-Richmond County, Georgia known as the "Daniel
Field AiqlOrt" , and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates
which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the" Airport Property").
On the East, by the Airport Property and by the right-<>f-way of Highland Avenue.
On the South, by the right-<>f-way of Damascus Road; and-
On the Wt'St, by the following tracts of land: (1) property of Garren and Nordmann, as showp ,
on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel
259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17,
1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said
Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by
George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office;
(4) propelty of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel
490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat
dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates,
Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta-
Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty Reel 467,
pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page
409, in said Clerk's Office; and (6) the Brickle Property.
REFERENCE is hereby made to the recorded plats and deeds referenced above for a more
complete and accurate description as to the metes, bounds and location of the subject property.
THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records
of Augusta-Richm?nd County, Georgia. ..
SAID property is conveyed subject to the right-<>f-way of Old Camp Road which bisects the subject
property in a general north-south direction.
GAl RICHMOND COUNTY CLERK SUPERIOR COURT
FILED FOR RECORD 02 JUL 1998 AT 04;55PM
RECORDED 02 JUL 1998
@)-
.
~ 601 PAGE 2408
::-",. ~ D. Ila!dlelor
P.o. ~ ...., Il8IT.ct, p.c.
AI.9-. CM -"S84
RICHMOND COUNTr, GBORGlA.
: I .;. ,II j "'.', ;)~ f il:~ RePl ~ TI~Tra
::.!:. :'., " i~! I.' .;!;J:~::. PDU $ .Rf
98 JUL -2 PH 4: 55 DaU 7 --'d.-",qy
STATEO~~<?~q~"HH~ON f/. . } r!.--~.
"L,-;.t)1.' Ur c't:.""l!)H COUH~
.. L.d\ .J. . ~ . . ElDln, C. Jo
RICHMOND COUNTY . C'Iri of Superior CDurl
..
ORIGINAL REEL RECORDED
REEL 601 PAGE 2408
~np IO: 362712
THIS INSTRUMENT is made this l:! day ofJune, 1998, between Richmond County Public
Facilities, Inc., a Georgia non-profit corporation ("Grantor"), and Augusta, Georgia, a county-wide
government which is a body corporate and politic and a political subdivision of the State of Georgia
("Grantt~") (the terms Grantor and Grantee include their respective heirs, legal representatives,
succesSC>fS and assigns where the context hereof requires or permits). This instrument evidences for
public n;:cord certain rights created under a Public Purpose Installment Sale Agreement dated as of
Jun~ 1, 1998, betwee~ Grantor and Grantee (tlte. "Installmenl S~e Agreement"). -
LIMITED WARRANTY DEED
WITH REVERTER
WITNESSE'IH rdAT: Grantor, for a.'!d in consideratioD of the sum ofTEN AND NO/lOO
DOLLARS ($10.00), and other good and valuable consideration, in hand paid at and before the
sealing and delivery of these presents, the receipt, adequacy and sufficiency of which are hereby
acknowledged by Grantor, has granted, bargained, sold, and conveyed, and by these presents does
hereby grant, bargain, sell, and convey unto Grantee, the real property described in Exhibit "A"
attached hereto and by this reference incorporated herein (the "Property").
TO HA VB AND TO HOLD the above-described tract or parcel of land, together with all and
singular the rights, members and appurtenances thereot: to the same being, belonging or in any wise
appertaining, to the only proper use, benefit, and behoof of Grantee, forever in FEE SIMPLE;
provided, however, that should there occur an "Event of Non-Appropriation" or "Event of Default, "
as defined in the Installment Sale Agreement, then the Grantor may serve a notice in writing to the
Grante<~ that the title to the Property, in the condition and as conveyed hereunder and as the Property
has be<::n improved, shall revert to the Grantee, and upon the occurrence of such event, the title to
the Property, in the condition and as conveyed hereunder and as the same has been improved shall
immediately and without the necessity of any further action on the part of the Grantor or the Grantee
revert to and vest in Grantor, and the Grantee shall lose and forfeit all of its rights, title, and interest
in and to the Property and all improvements and fixtures thereon.
AND, the Grantor will warrant and forever defend the right and title to the above-described
tract or parcel ofland unto the Grantee against the lawful claims of all persons claiming by or through
the Gnmtor, except as to the permitted encumbrances described in Exhibit "B" attached hereto and
by this reference incorporated herein.
Notwithstanding anything herein to the contrary, the Grantee and the Grantor acknowledge
and agree that the rights of the Grantee in the Property and all improvements thereon are subject and
subordinate to a Deed to Secure Debt and Security Agreement dated as of June 1, 1998 from the
,
if
.
. REEL 601 PAGE 2409
Grantor to Regions Bank, as Trustee (the "Security Deed"), filed for record contemporaneously
herewith, in the Office of the Clerk of Superior Court ofRicrunond County, Georgia, and that the
rights of.the grantee in the Property and all improvements thereon are subject to termination in the
event the Property is sold pursuant to the exercise of remedies under the Security Deed. The Grantor
hereby a:;signs its equity of redemption in the Property under the Security Deed to the Grantee.
..
IN WITNESS WHEREOF, Grantor has signed and sealed this instrument the day and year
first abo"ve written.
Signed, sealed and delivered in
the pr~:ence of:
RICHMOND COUNTY PUBLIC FACILITIES, lNC.
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Unoffidal itness
B.
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REEL 601 PAGE 2410
EXIllBIT "A"
LIMITED WARRANTY DEED WITH REVERTER
ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in
Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing J,A.2.00
acres, mOl;e or less, and being bounded as follows:
On the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman,
and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the
Office oflhe Clerk of Superior Court of Richmond County, Georgia, in Realty Book liD, page 319 (the
"Brickle PropertyW); and (2) by property of Augusta-Richmond County, Georgia known as the wDaniel
Field AiqlOrtW, and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates
which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the wAirport PropertyW).
On the East, by the Airport Property and by the right-of-way of Highland Avenue.
On the South, by the right-of-way of Damascus Road; and
~
On the West~ b~ the following tracts 'of land::' {I) prciperty40f Garren and Nordmann:=as -shown
on that-c.:~ti.u plat dated February 26, 1987, prepared by George L.-Godman and recorded in Realty Reel -~.
259, page: 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17,
1989, pre:pared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said
Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by
George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office;
(4) propel:ty of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel
490, pag(:5 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat
dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates,
Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta-
Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty Reel 467,
pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page
409, in siid Clerk's Office; and (6) the Brickle Property.
-1"....
REFERENCE is hereby made to the recorded plats and deeds referenced above for a more
complete and accurate description as to the metes, bounds and location of the subject property.
THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records
of Augu~,ta-Richmond County, Georgia.
SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the subject
property in a general north-south direction.
GAl RICHMOND COUNTY CLERK SUPERIOR COURT
FILED FOR RECORD 02 JUL 1998 AT 04:55PM
RECORDED 02 JUL 1998
.
.
.
CLOSING CERTIFICATE
OF RICHMOND COUNTY PUBLIC FACILITIES, INC.
~, the undersigned President and Secretary of Richmond County Public Facilities, Inc.
("RCPF'), hereby certify as follows:
1. RCPF is duly incorporated, validly existing and in good standing under the laws of
the Stat(~ of Georgia (the "State") and has made all required filings with the State, including,
without limitation, the annual registration statement required by ~ 14-3 -1622, Official Code of
Georgia Annotated. All capitalized terms not otherwise defined herein shall have the meanings set
forth in the Public Purpose Installment Sale Agreement, dated as of June 1, 1998 (the "Installment
Sale Agreement"), among Augusta, Georgia ("Augusta") and RCPF. -
2. Attached hereto as Exhibit A is a true and correct copy of the Articles of
Inr^>rporation ofRCPF as in effect on the date hereof -There has been no amendment to said ..:
Articles of Incorporation not reflected in said attachment. To the best of my knowledge, there are
no proceedings pending or threatened for the dissolution or liquidation ofRCPF or threatening its
existem;e.
3. Attached hereto as Exhibit B is a-true and correct .copy of the By-Laws ofRCPF
as in effect on the date hereof There has been no amendment to said By-Laws not reflected in
said attachment.
4. Attached hereto as Exhibit C is a true and correct copy of a resolution adopted on
June 15, 1998 by the Board of Directors ofRCPF authorizing the issuance ofRCPF's Certificates
of Participation (Augusta Golf Course Project), Series 1998 (the "Certificates"), in the aggregate
principal amount of $1,705,000, pursuant to the terms of a Trust Indenture, dated as of June 1,
1998 (the "Trust Indenture"), between RCPF and Regions Bank, as trustee (the "Trustee"). The
resolu1ion was duly adopted at a regular meeting of the Board of Directors ofRCPF held on June
15, 1998, at which a quorum for the transaction of business was present and acting throughout.
Such resolution is now in full force and effect and has not been modified, amended, or revoked in
any re:>pect.
5. As of the date hereof: (a) the representations and warranties ofRCPF contained in
the In:rtallment Sale Agreement and in the Trust Indenture are true and correct in all material
respects, (b) all obligations required under or specified in the Installment Sale Agreement and the
Trust Indenture to be performed by RCPF have been performed, ( c) the Trust Indenture, the
InstalJment Sale Agreement, the Deed To Secure Debt and Security Agreement from RCPF to the
Trustf~ dated as of June 1, 1998 (the "Security Deed") and the Reverter Deed have been duly
executed and delivered by RCPF, are in full force and effect and have not been amended, modified
or supplemented, and (d) RCPF in compliance in all respects with all the covenants, agreements,
provi:;ions and conditions contained in the Installment Sale Agreement, the Trust Indenture, the
Secwity Deed and the Reverter Deed (collectively the "RCPF Documents") which are to have
been performed and complied with on or before the date hereof
.
.
.
6. All actions required to be taken by RCPF under applicable law in connection with
RCPF's execution, delivery and performance of the RCPF Documents have been taken in
compliance with applicable law.
This ~
day of July, 1998.
/
-r
[SEAL]
The undersigned hereby certifies that he.is counsel for RCPF, and that the officers
executing the foregoing certificate are the duly elected, qualified and acting President and
Secretary ofRCPF and his signature is true and correct.
This ~ day of July, 1998.
J=fl~
-2-
a;t:erttttry _ ~ttttt
<!!orporatiott.s'iui.siott
e}u:ite 315, me.st mower
2 Sllartitt 1liutl1er [I(ittg 3Jr. mr.
l\t1attbto Oieorgia 30334-1530
. . E)~HIBIT "A"
DOCKET NUMBER
CONTROL NUMBER
DATE INC/AUTH/FILED:
JURISDICTION
PRINT DATE
FORM NUMBER
981750792
9002486
02/07/1990
GEORGIA
06/24/1998
215
HULL, TOWILL, NORMAN & BARRETT
DOUGLAS D. BATCHELOR
801 BROAD STREET, 7TH FL.
AUGUSTA GA 30901
CERTI F I ED COPY
I, Lewis A. Massey, the Secretary of State of the State of Georgia,. do hereby
cert i fy under the sea I of my .off ice. that. the attached documents -are true and
correct copies of documents filed under the name of .
RICHKOND COUNTY PUBLIC FACiliTIES, INC.
A DOKESTIC NONPROFIT CORPORATION
Said entity was formed in the jurisdiction set forth above and has filed in the
office of the Secretary of State on the date set forth above its certificate of
I imited partnership, articles of incorporation, articles of association, articles
of organization or application for certificate of authority to transact business
in Georgi.".
This certificate is issued pursuant to Title 14 of the Official Code of Georgia
Annotated and is prima-facie evidence of the existence or nonexistence of the
facts stated herein.
~~ ~ tI. A1~
~IS A. MASSE~/P tf
SECRETARY OF STATE
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.
.
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~Uli"t91 ~tr\Jict. and ~rBuhdio"
J9uitt 306" ~tlt ;ofDrr
2 ~1I ':~~~rr ~l". Jr. ~r.
J'tl&llta. 4itorBu 303].1
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C H A R TE ~ \I U .1': 9 E R
04TE I~CORPORATE~:
COUNTY
e lCAli'X" E R
TELE PHON!:
900Zloee> O'J .
FE9qUA~Y 07, lQQ~
RICHM0'40
MARIl.Y'i H MATEE~
4C4-65~-l81'
.
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"A I l. E C' TO:
JA"ES Le H~NDEASO~~ III
3100 r[~ST ATLANTA TOW!R
ATLANTA GlJ0383
CtRTlf[eAT~ ~Of I"CORPORATIO~
i~
.::
"i
I, MAX CLE~AND, SECRET~A' OF STATE AND THE .CORPORATIONS
C~fl'.tt;ISSl[ONER OF THE srftiE OF 'GEOA"GIA- Da' H[A;;n tEAT.ny, UNDER THE"~
SEAl Of ~y Of~I(f, THAT
--~----~-~~---------~-------~~------------~~--~-~---------------
-AICH~~NO COJHTY PUBLIC FACILITIES, INC.-
-------~-~-~----~-~----------------~--------------------------~-
H~S B~EN DUl.Y INCOA~ORATED UNOER T~E LA~S OF THE STATE OF GEO~GI.
O~ THE DATE SeT FORTH ABOVE,. 9T THE FILING OF ARTICLES OF INCO~-
paRATION IN THE O'FIC~ 0' THE SECRETARY OF STATE AKD THE FEES
TwEREFCU PAID, .~~ P~OVIDED 9' L~W, .ANO THaT ATTACHED HE~ETO IS .
T~uE COPT OF SA~D ARTICLES OF INCORPORATIO~e
WITNESS, "Y HAND A~D OF'ICIA~ SEAL, I~ T~E CITY OF ATLANTl
AND T~E SY~rE OF GfOqGl_ ON T~E DATE SET FOATH BELOW.
DATE: FE9RYARY 08, lY90
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MAX CLf.L,\.'m
stCRET ARY m' ST" TE
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II.WA Y~E 1I0WELL .
DEPUTY SECRETARY OF STATE
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~i~aiTIES . .:~i' . CE\lETERIES.
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COltl'fJlt:\ TIO~S
656-2811
CORPORATlo\..~ II~T.U~I: .
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Outaide ~Irtro-Atlanu
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.
.
- ARTICLES OF INCORPORATION
OF
RICHMOND COUNTY PUBLIC FACILITIES, INC.
I.
The name of the corporation is "RICHMOND COUNTY PUBLIC
FJ~CILITIES, INC." (the "Corporation").
II.
. 'J>h\:1 Corporation is organized p\2rs'Uant' to the pro,'isions" '1 ,~.
olE the Georgia Nonprofit Corporation Code.
(':J
-III.
The Corporation shall have perpetu~l duration.-
IV.
The Corporation is a nonprofit corporation organized to
af::quire, retain and administer a fund, or funds, to be held,
i:rlvested and used exclusively for the benefit of Richmond County,
G,eorgia (the "County"), a body corporate and politic and a
p.olitical subdivision of the state of Georgia, and any other
political subdivision or body corporate and politic of the state
of Georgia located within or without Richmond County, Georgia,
and the State of Georgia or any of its departments or agencies,
and to acquire, own, construct, renovate, improve, equip,
maintain, manage, operate, lease as lessor or lessee, sell or
otherwise convey, land, buildings, facilities and equipment of
every kind and character for the benefit and use of Richmond
County, Georgia and its citizens, and any other political
subdivision or body corporate and politic of the state of Georgia
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.
.
.
located within or wIthout Richmond County, Georgia, and the State
of Georgia or any of its departments or agencies.
V.
The corporation is not organized and shall not be
c:>perated for pecuniary gain or prof'it.--,'No part of the property'.
.' ~l .~' ;'..:: .' '_
-
I:>r net earnings of the Corporation shall inure or. be payable to
IJr for the benefit of any individual except as reasonable
I::ompensation for services actuaLly ~rsndered lby..-such ind,ividual .or .... .'
,as payments and distributions in furtherance of the purposes set
fOi:"th in Art-iclt!s 'IV and VI hSC'ttof. - ~\;' is intanded-thari.i'fe
Corporation will qualify at all..times as ,an .organization exempt
from Federal Income tax under sections 501(a) and 501(c)(3) of
the Internal Revenue Code of 1986, as now or hereafter amended,
or the corresponding provisions of any future United States
internal revenue law (referred to in these Articles of
Incorporation as the MCodeM), that it will qualify at all times
as an organization to which deductible contributions may be made
pursuant to sections 170, 642, 2055 and 2522 of the Code, and
that it will qualify as other than a private foundation pursuant
to section 509(a) (3) of the Code: therefore, notwithstanding any
other provision in these ArtiCles, the Corporation shall never be
authorized to engage in any activity except in furtherance of the
purposes for which the Corporation is organized. and the
Corporation shall not carry on any activities not permitted to be
carried on (i) by a corporation exempt from Federal income tax
"
y~" under sections 501(a) and 501 (c) (3) of the Code or (ii) by a
.~(:. .
ff~~: corporation, contributions to which are deductible under sections
.\' "
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02/07/to 12,JJpe
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.
.
.
-
170, 642, 2055 and 2522 of the Code. The Corporation shall not
disb~lrse any funds or take any action contrary to the policies o(
the C:ounty, nor shall it "-sponsor any activities in violation ot
pertlnent Georgia statutes. The corporation shall never directly
or ind~rectly participate in or intervene in (including the
publ:lshing or'"distributing ot stat~ments) any~olitic~l- ca1!1paig"__.
on bt~half of any candidates for public otfice, nor shall any part
of tItle activities of the Corporation be devoted to attempting to
influence legislation by propaganda or otherwise, within the
meaning of the proscriptive provisions of the Code.
Notwithstanding any other provision_,:o.f--these Articles of ---
Incorporation, to the extent that the tolluwing provisions of the
Code: are applicable, the Corporation and its directors and
offJ.cers shall not engage in any act of self-dealing as defined
in l!:.ection 4941 (d) of the Code, shall not retain any excess
buslnesa holdings ao detined in section 4943(c) ot the Code,
shaJ~l not make any investments in such manner as to subject the.
Co~)oration to tax under section 4944 of the Code, shall not make
any taxable expenditures as defined in section 4945(d) ot the
Codl~, and shall cause the corporation to distribute its income
for each taxable year at such time and in such manner as not to
become subject to the tax on undistributed income imposed by
section 4942 of the Code.
VI.
(a) The directors of the corporation shall cause the
pri.ncipal and income of the corporation to be distributed to or
otherwise utilized tor the benefit ot the County at such times,
-3-
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A. Ull1WlIIC
02/0J/to 12.JJp-
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1n such amounts and-for- such specific uses as shall be determined
l:rom time to time by the directors of the Corporation.
(b) The directors of the corporation shall, not less
tJften than annually, deliver to the County a report of the
financial affairs ot the Corpora~ion:for the-period concerned,
including a statement of tbe aS8Q~S ana liabilities of the
corporation, a statement of the receipts and disbursements of the
corporation, a-statement of its.then-cllr.rent,..in'fes.t.ment_
portfolio, and such other information as the directors of the
- CoZ'pol"at:-hm- dt:aru-' (Spp:rcpi"iiltQ:..-~ri~::-.-The directoirs- of ,the ,--
corporatiQ:1 shall undertake to confer, at least once during each
fiscal year of the Corporation, with the County concerning the
support of the County by the Corporation.
(c) The County shall be deemed to include its
successor by merger, consolidation or otherwise. If the County
or its successor should cease to exist or substantially terminate
or abandon its operations, the directors of the Corporation shall
designate the state of Georgia as successor, and all powers,
rights, and duties to be held or performed hereunder by the
County or its representatives shall thereafter be held or
performed by the state of Georgia or its representatives.
VII.
(a) Except as otherwise provided in these Articles of
Incorporation or in the Bylaws of the Corporation, the
corporation shall have all the powers conferred upon nonprofit
corporations under the Georgia Nonprofit Corporation Code. The
corporation shall have t~e power and authority to accept gifts
-4-
A,~UIC
02/07/90 12",,.
- -----
..
.
.
.
alnd contributions, whether made by will or otherwise, in any form
(If property. If such gifts and contributions are unrestricted,
1:hey may be applied to anything within the objects and purposes
of the Corporation; but it the objects are specified by the
1:estator or donor then such restricted-gifts and contributions
lnay only be accepted it they ~i"e withi-n tho objects. and purposes
l:)f the Corporation.
.(b) The directors are Quthorized to and shall take any
and all other action necessary or appropriate to qualify the
corpcra~ion ~5 a "st!p~rting .orga.nt%-atien" wit.h-i-n. the mean,lnq. of '_'
:;;ectionn 509 (a"J (3). of the Code and the Treasury Regulations....
promulgated pursuant thereto.
VIII.
In the event of the dissolution ot the Corporation, to
the extent allowed under the applicable law, all of the assets of
the corporation shall be distributed to, or its assets shall be
sold and the proceeds distributed to, the County, or if the.
County should then have ceased to exist, to its successor, or if
no successor or such successor has ceased to exist, t~ the state
of Georgia. In the event that tor any reason upon th&
dissolution ot the Corporation the board of directors of the
corporation shall tail to act in the manner herein provided
within a reasonable time, the senior judge ot the Superior Court
of Richmond County shall make such distributions as herein
provided upon the application of one or more persons having an
otticial position with the corporation or the County or the State
ot Georgia.
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IX.
The corporation shall have no capital stock, and it
shall have no shareholders or members.
X.
The affairs of the corporation shall be manaqed by a
board of directors cO:lsist.!i1CJ..,(~t. ,'oix ,5} .:nembersi. provided,
however, that such number shall ~ increased or decreased in the
event that the total number of seats on the Board of
comm:lssioners of Richmond County, Georgia is increased or
decrl~ased, and such number .9hal~cor.respond _to such increased or
decr,aased n1.Jwer of seats on the Board of Commissioners. The
members of the board of directors of the corporation shall be
appointed, and subject t~ removal at any time, with or without
cause, by the Board of Commissioners of Richmond County, Georqia
(the "Commissioners"). Each Commissioner shall appoint one
director, who shall be a resident of such Commissioner's
dist.rict. The met.~od of appointment of the members of the board
of directors as well as any qualifications for being a member of
the board of directors shall be as provided from time to time by
the Bylaws of the Corporation, except that the number of the
mem)ers and composition ot the initial board of directors is
fixod by Article XI ot these Articles ot Incorporation.
XI.
The initial board ot directors of the Corporation shall
consist ot three (3) .embers, whose names and addresses are as
tollows:
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Robert N.. Dixon, Sr.
3422 Wheeler Road
Augusta, GA 30909
William F. Epps
3179 Wheeler Road
Augusta, GA 30909
David J. Rollins
2231 Raleigh Drive
Augusta, GA 30907
XII.
The directors of the Corporation shall not be
personally libble to th~ c~rporatian ,fon monetary damages fo~ ~
breach of duty of care or other duty as a director, except:
(a) for-any appropriation, in violation of-nig duties, Qf-any-
business opportunity of the Corporation, (b) .for acts or - ;... --- ---
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or (c) for any
transactio~1 from which the director derived an improper personal
bene:fit.
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If the Official Code of Georgia Annotated is amended
aftElr approval by the directors of this Article XII to further
eliulinate or limit the personal liability of directors, then the
. .
liat.ility of a director of the corporation shall be eliminated or
limlted to the fullt!st extent permitted by the Official Code of
Georgia Annotated, as so amended.
Any repeal or modification of the foregoing paragraph
by 1:~he directors of the corporation ahall not adversely affect .
any right or protection of a director of the corporation existing
at ithe time of such repeal or modification.
',..... .
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XIII.
These Articles of Incorporation may be amended at any
time in the manner provided in the Georqia Nonprofit corporation
Code (or thecorrespondinq provision of any future Georgia-'
nonprofit corpo~ation law) by the affirmative vote of two-thirds
of the directortt .then in office, provided, however, that no
~ ,. 1
amcndruents' may biGt a~de which would ,cause the orqanization, {].I) no:,' < := (; ;.,
lonql~r to be described as a qualifyinq charitable orqanization,
{2f-'to be'-ope-nted other than for tha bane-lit -and"use-oi Richmond ----~~---
County, Georqia and itfi citizens, or, (3) to -remOve tba-powers of.
appointment and removal of tbe members of the board of dire~tors
of the corporation from the Commissioners.
. ~----.~
XIV.
The address of the initial registered office of the
corporation, which office shall also serve as the initial
principal office of the corporation, is 454 Greene street,
Augusta, Georgia, 30901, and the initial registered aqent of the
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co~)oration at such address is Robert Daniel.
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The name and address of the incorporator is:
James L. Henderson, III
Sutherland, Asbill , Brennan
3100 First Atlanta Tower
2 Peachtree Street, N.W.
Atlanta, Georqia 30383
IN WITNESS WHEREOF, the undersiqned incorporator has
executed these Articles of Incorporation.
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~uiil? 306, ~ tit mown
2 ~rti" ~ut~". ~i"9 1r. ~r.
!\tlaab. GifllrfiUl 30334
f)RM MUMO'ER
CERTIFICATE O_TE
DOCKEr HUMBER
EXAMINER
TELEPHONE
. Nil
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. 1U'J7/89
.
: 89HOS09
. STACY GILLE'
.
. 404-656-3113
.
Rf QUESTEI) 8Y::
CAROl.INE KNiGHT
3~OO fIRST ATLANTA TOWER
~YlANTA. GA 30383
"~"~ RESERVATION CERTIfICATE
. '. 4. '.. .",
THE RECORDS Of THE SECRETARY OF STATE HAVE BEE' REVIEWED A.D.
rWE fOLLOWING NA"E IS NOT IDENTICAL TO, AND APPEARS TO 3E DISTI'-
!SUIS'HAB1-E -fRO", TftE NAPle OF ANY OTH.ER 'EXIstING' i:OR~~MATIor.- ~
PROfESSIONAL A$$OC'l-'lTON, - OR t;i"I-TEJ>. PARTNERSHIP' OM FILE DU;1.sUA~T'.
YO THE ,.PPLICABLE PROVISIONS Of GEORGIA t'AW. ~(TlTj.;E '14-,OF neE._
OffICIAL CODE OF GE3RGIA INMOTATED)o
c.._____ ..-___~___ -__ -- -----------...-~---------..----- ---- ---~----
-RICHMOND COUNTY PUBLIC fACILITIESp INC.-
~___.._ "~___ClIOoGI_"'________ ___.__ -.c.__ OO_CIIo_-_________-___ -_ -______.,.. -__...
TH:[S.CERTIFICATE SHALL BE WALlO fOR A PERIOD Of TWO CALENDAR
~ONTHS IFOR PROFIt.AND NONPROfIT CORPORATIONS AN~ pa~fESSIONAL
ASSOCIATIONS (DP, fP, DN, fH, & PAl, OR SIXTY (60) ~A'S'FOR LI"ITlD
~ARTNERSHIPS (10 OR 7F), fRO" TME DATE OF THIS CERTIfIClTE. PL(ASE
$UB~IT THE ORGIMAl CERTIFICATE (WHITE COPY)WITK THE ARTICLES OF
INCORPOIATI)N, CERTIfICATE Of lI"lTED PARTNERSHIP, APPLICATION fOR
~ROfESSIONAl ASSOCIATION OR CERTIfICATE Of AUTHORITY TO TRANSACT
aUSINESSo
NAME RESERVATIONS ARE NOT AENEWABLE AfT~A EXPIRATI'" Of THE
$TATUTORY RESERVATION. PERIOD SET OUT IBOVE.
~ (\~\L
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SECRETAR\" OF ~"T^TE
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II. \\'A y~..: 1I0\\'F.l.l
I>ErI:TY SECIU:."TARY 01-' STATE
: SECURJnES
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COlCrllIUTlo~S 1I0T.U:'\E
W.l-(15(..2222
OulNd~ \kuo-Atlant.
CE\lF.TE'UES
656-30i9
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Eff. 7/1/89
J. F. GULLION
Director
MAX CLELAND
Secretuy of State
State elf Georgia
BUSINESS SERVICES AND REGULATION
Suite 316, West Tower
2 Martin Luther King Jr., Drive
Atlanta, Georgia 30334
._ (404) 656-2817
ARTICLES OF INCORPORATION DATA ENTRY FORM
. .. FOR GEORGIA . CORPORATIONS
, ,
[. .' Filing Oat.: .2.- 7 q" Code.bK Docket Number:
.' Assigned Exam: . Amount: S By: 7 "
: Q\arter Number: Complet5'd:
.- 00
DO NOT WRITE ABOVE THIS LINE - SOl USE ONLY
.. NOHCE TO APPLICANT: - PRINT. PLAINL Y OR .TYPE THE REMAINDER OF THIS FORM.
f=1' Corpcrllte NalTte: .. .
. Ri~.cluno~. CounLV Public FacihtleSt
~g'~eehe Street .
City: Cou~:-
Auqusta,Rlchmcnd, _--
!II. Fm~~Pi~gB:, Asbill & Brennan
Amount Enclosed: $
Inc.'
, ...
SUt.:
Georqla
Zip Code:
-" --30901...
I>n nn
Qlecl( Number:
11>'7'
IV. Incorporator:
James L. Henderson, III
~tit First Atlanta Tower
~ty: SUt.:
A..1~n"~;~
Incorporator:
Zip l~~ 1
Address:
City:
V. Registered Agent/Office:
Robert DrJniel
~YS:Greene Street
City: County:
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VI. Ul rrl::LES O-F FILING
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Stat.:
Zip Code:
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Stat.:
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ZIp Code:
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LIST
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EXhib.
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BYLAWS OF
RICHMOND COUNTY PUBLIC FACILITIES, INC.
ARTICLE ONE
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DIRECTORS
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1.1 Number. The affairs of the Corporation shall be
....
controlled and administered by a Board of Directors consisting
of si.~ (6) members; provided, however, that such numb.er. shall
be increased or decreased in the event that the total number of
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seats on the Board of commiss.ioner~ ,of .Ri,chmond G.ounty, Ge,orgia
is increased or decreased, and such number shall correspond to
such increased or decreased number of seats on ,tbe Board of
cornmissionsers.
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1.2 Composition: Appointment. The Board of
commissioners of Richmond County, Georgia (the nCommissionersll)
shall, except for the initial Directors, appoint the members of
the Board ,of Directors of the Corporation, acting at such time
as the Commissioners so decide. Each Commissioner shall
appoint one director, who shall be a resident of such
conurlissioner's district.
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1.3 Term. The term of all Directors appointed by
the Commissioners shall be three (3) years: provided, however,
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that: in exercising its power to appoint the first Board of
Dirf!ctors, the Commissioners shall designate two (2) Oirectors
to l;erve for one year, two (2) directors to serve for two (2)
years and two (2) . directors to serve for three (3) years_
Thereafter, and as each Oirector completes his or her
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desil:;Jnated term, all appointments shall be for a three (3) year'
term so that the Directors shall serve staggered terms.
1.4 Qualifications of Directors. In addition to the
qualifications otherwise stated herein, a Director of the
corporation shall be any natural person of the age of eighteen
(18) years or older who is a resident of Richmond County,
Georgia.
1.5 Resiqnation. A Director may resign at any time
by g.iving written notice to the Chairman or Secretary of the
Board of Directors. Such resignation shall take effect at the
datE! of the reocipt.. of such. notice-Q!;'..-at-.any--.late~ime.
specified therein.
1.6 Disqualification and Removal. If any Director
fails to attend three (3) consecutive meetings of the Board of
DirE~ctors without an adequate reason for his or her absence,
his or her seat may be declared vacant by the Commissioners.
Dir4~ctors may. be removed for any other reason only' by the
conuniss ioners.
1.7 Vacancy. Any vacancy .or vacancies arising in
the Board of Directors because of death, resignation, removal,
disqualification, an increase in the number of Directors, or
any other reason, shall be filled as provided in section 1.2,
and each person so appointed shall be a Director to serve for
the balance of the unexpired term.
1.8 Compensation. Directors, as s~ch, shall not
receive any stated salary for their services, but they shall be
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entit.led to the reimbursement of reasonable expenses, if any,
incurred by them as Directors.
1.9 Committees of Directors. The Board of Direc-
torsr by resolution adopted by the majority of the entire
mernbc~rship,. may des igna te from among its members one or more
committees, including an Executive Committee which shall have
the full power and authority of the Board of Directors except
as limited in these Bylaws; each such committee to consist of
two (2) or more Directors, and each of which, to the extent
provided herein or in such resolution, shall have the authority
of- -the DOuTd of --Direotors .--.: ?cw~',;cr-,J - no-su-ch
-:ommittee--shall .
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have authority as to any of the following matters:
(a) the dissolution, merger, or consolidation
of t:he Corporation;
(b) the amendment of the Articles of Incorpora-
tion, or the sale, lease or exchange of all or substantially
all of the property of the Corporation;
(c) the designation of any such committee or
changing the number of Directors on the Board of Directors or
the filling of vacancies in any committee:
(d) the amendment or repeal of the Bylaws or
the: adoption of new Bylaws: or
(e) the amendment or repeal of any resolution
.
of the Board of Directors which by its terms cannot be amended
or repealed except by action of the Board of Directors.
1.10 Fiscal Aqent: Investment Advisor. The Directors
of the Corporation may, by a majority vote and in their
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dis1cretion, appoint any bank or trust company having its prin-
cipal office in the United states and having a capital and
surplus of not less than $10,000,000 as fiscal agent of the
corporation and delegate to such bank or trust company ,the
custody and routine management of the Corporation's funds,
subject to the direction and supervision of the Directors. The
Directors-cmay likewise delegate to such a bank .or trust company
or to an investment manager or advisor the powers and duties to
invest and reinvest the Corporation's funds subject to the
dil::-ection and supervision of the' Directors. '
ARTICLE TWO
MEETINGS
2.1 Place. Meetings of the Board of Directors and
any committees thereof may be held at such place, within or
without the state of Georgia, as the Chairman of the Board or
cClmmi ttee, as the case may be, may from time to time determine.
2.2 Time. The Board of Directors shall meet annual-
ly each year at a time, date, and place which shall be fixed by
the Chairman, and such meeting shall be called the Annual
Mf~eting. Special meetings may be called by the Chairman or
upon the written request of any member of the Board of
o.Lrectors.
,
2.3 Notice. Written notice of the time and place of
each Annual Meeting shall be mailed to all Directors at least
two (2) weeks in'advance of the meeting. Notice of the time,
p,lace and purpose of each special meeting of the Board shall be
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02/0"90 10,50..
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mailed to each Director at least five (5) days in advance ot.
such a meeting or conveyed personally or by telephone, tele-
graph or telex at least forty-eight (48) hours in advance of
the meeting. The notice of a meeting pursuant to the written
request of one of the members of the Board shall specify the
object or objects for which the meeting is called, and the
Board of Directors shall be restricted at such meeting to th~
transaction of the business specified in the notice.
2.4 Notice: What Constitutes. Whenever written
notice is required to be given to any Director under the pro~
- '!isio~~ of the!Se Byl~_ws: it- ma.y- be _gi.v.en- to -sucn_.persQn, eith.€!x__
-- personally or by sending a copy thereto by first class--maiL...___
postage prepaid, or by telegraph or telex, charges prepaid, to
the .address of record supplied to the Corporation for the
purpose of notice. If the notice is sent by mail or by tele-
graph, it shall be deemed to have been given to the person
entitled thereto when deposited in the United states mail or
with. a telegraph office for transmission to such person. A
noti.ce of meeting shall specify the place, day and hour of the
meet:ing and any other information required by law or these
Bylclws. When a meeting is adjourned, each Director shall be
giVE!n at least one day's notice in person or by telegraph or
tel.!x of the time and place of the resumption of the adjourned
.
mee1ting.
2.5 Waiver of Notice. Whenever any written notice
is required to be given, a waiver thereof in writing, signed by
..... the person or persons entitled to such notice, whether before
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or after the time stated herein, shall be deemed equivalent to
the giving of such notice. Neither the business to be trans-
acted at nor the purpose of a meeting need be specified in the
waiver of notice of such meeting.
Attendance of a person at any meeting shall consti-
tute a waiver of notice of such meeting, except where a person
attends a meeting for the express purpose of objecting, by
writ.ten notice delivered to the Secretary at the beginning of
the meeting, to the transaction of any business because the
meeting was not lawfully called or convened.
-2.. S. Ouorum; Action without, Meetinq... '.. A ,majorit.y.. of -.c.....
the Directors in office shall be present at ~ach meeting in.
order to constitute a quorum for the transaction of business.
Every Director shall be entitled to one vote. Except as other-
wise specified in the Articles or these Bylaws or provided by
stcLtute, the acts of a majority of the Directors present at a
meeting at which a quorum is present shall be the acts of the
Board of Directors. In the absence of a quorum, a majority of
th4~ Directors present and voting may adj ourn the meeting from
time to time until a quorum is present. The Directors shall
ac.t only as a Board and the individual Directors shall have no
power as such, except that any action which may be taken at a
meeting of the Board of Directors or any committee thereof may
bE: taken without a meeting, if a consent or consents in writing
sE~tting forth the action so taken shall be signed by all of the
DjLrectors then serving on the Board of Directors or committee,
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as thE~ case may be, and filed with the Secretary of the
corporation.
2.7 Telephonic Meeting. Members of the Board of
Directors or any committee thereof may participate in any,
meeting of the Board of Directors or any committee thereof by
means of conference telephone or similar communications
equipment by means of which all persons participating.. in the
meeting can hear each other, and such participation in a
meeting shall constitute presence in person at such meeting.
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ARTICLE THREE
OFFICERS
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3.1 Officers; Election. The Board of Directors
shall elect from among its members a Chairman of the Board, who
shall also serve as President. The Board of Directors shall
also elect a Secretary and a Treasurer, and may elect one or
more Vice Presidents or assistant officers. Two or more .
offices may be held by the same person, except the offices of
President and Secretary.
3.2 Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the Board of Directors:
provided however, that in the event of the absence of the
Chailrman, a Vice Chairman may be appointed to preside, and he
or she shall have the power to delegate the authority to
preslde at such meetings to any other person. .
3.3 President. The President shall be responsible
for the administration of the corporation, including general
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supeJ:vision of the policies of the corporation and general and
active management of the financial affairs of the Corporation.
He or she shall have the authority to execute bonds, mortgages
or other contracts, and agreements or instruments under'the
seal of the Corporation; provided, however, that all such bonds
mortgages, contracts, agreements or instruments must also be
attested or countersigned by the Secretary of the Corporation.
The President shall have the authority to institute or defend
legell proceedings when the Directors are deadlocked.
3.4 Secretary. The Secretary shall keep minutes of
- ---all meetings ofo. the Board Df. Di-rccto::s and. have charge -O.f.=-the-.
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minute books and seal of the--Corporat'i.on ,..shall, have .~the au-
thority tq certify as to the corporate books and records, and
shall perform such other duties and have such other powers as
may from time to time be delegated to him or her by the presi-
den.t or the Board of Directors.
3.5 Treasurer. The Treasurer shall be charged with
thEl management of the financial affairs of the Corporation. He
or she shall, in general, perform all of the duties incident to
thE~ office of treasurer and such other duties as from time to
ti1l1e may be assigned to him by the President or the Board of
Di:rectors.
3.6 vice President. The Vice President, if any,
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shall perform such duties and exercise such powers as the
President or the Board of Directors shall request or delegate
al1ld, unless the Board of Directors otherwise provides, shall
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perform such other duties as are generally performed by vice
presidents with equivalent restrictions, if any, on title. In
the absence of the President or in the event of his death or
inability to act, the Vice President shall perform the. duties
of the President, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the President;
provided, however, that if there is more than one Vice Presi-
dent, any Vice President shall have the authority to execute
bonds, mortgages or other contracts or agreements under the
seal of the Corporation, subject to all the restrictions upon
the: President relating to such_.functionsl_ including the
res:trictions of~ section 3.3 hel::.ein, but. all other duties of the
PrE~sident shall be performed by the Vice President designated
at the time of his election, or in the absence of any
de~;ignation, then in the order of election (or if more than one
ViGe President is elected at the same meeting, in the order in
which they are listed in the resolution electing them), and,
when so acting shall have all the powers of and be subject to
all the restrictions upon the President.
3.7 Appointment of Agents. The Board of Directors
or the President may appoint one or more agents, as the Board
of Directors or the President may determine. Any such agent so
appointed shall perform such duties as the action appointing
.
hi:1D provides.
3.8 Removal of Officers and Aaents. Any officer,
assistant officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in
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its judgment the best interests of the Corporation will be
served thereby. Any agent appointed by the President may be
removed by the President or by the Board of Directors whenever
in his or its judgment the best interests of the Corporation
will be served thereby.
3.9 Vacancies. Any vacancy, however occurring, in
any office may be filled by the Board of Directors.
3.10 Compensation. The officers of the..;corporation-'
", .... ... .
shall not receive compensation for their services, but they
s!1all be entitled to the reimbursemEntdf 're'a:-s'on~ble exp~nses;'
if any, incurred by them as officers, pursuant to Corporation
--- .busin~ss. .]'he compensation of of:het:.emplG.yees,--if-any--,- 0-f-the
CorpoJ:'ation shall be fixed by the Board of Directors, and the
compensation of any agent or consultant shall either be so
fixed or shall be fixed by the President or other officer of
the CClrporation.
ARTICLE FOUR
SEAL
4.1 The seal of the Corporation shall be in such
form cLS the Board of Directors may from time to time determine.
In thE~ event it is inconvenient to use such a seal at any time,
the slgnature of the Corporation following the word "Seal"
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encloned in parentheses or scroll, shall be deemed the seal of
the Cc)rporation. The seal shall be in the custody of the
Secretary and affixed by him or her on such papers as may be
direc1ced by law, by these Bylaws or by the Board of Directors.
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ARTICLE FIVE
INDEMNIFICATION AND INSURANCE
5.1 Indemnification. The corporation may, by
resolution, indemnify and hold harmless each person who shall
serve at any time hereafter as a Director, officer or agent of
the COlrporation from and ~g-ainst any and all claims and.
liabilities to which such person shall become subject by reason
of his or her having heretofore or hereafter been a Director,
officer, employee o.r agent-,. and shall reimburse- such'person' for
all legal and other expenses reasonably incurred by him or her
- in G'~nnection with any sueh -claim or liability; -provi-ded,
however, that no such person shall be indemnified against, or
be reimbursed for, any expense incurred in connection with any
claim or liability arising out of his or her own gross
neglig.ence or willful misconduct. Further, to the extent
permit:ted by law, Richmond County, Georgia (the "county") may,
by resiolution of its Commissioners, indemnify and hold harmless
any such Director, officer or agent of the Corporation from and
against any such claims and liabilities, subject to such
rese~'ations as are expressed above.
The right accruing to any person under the foregoing
provil:dons of this article shall not exclude any other right to
which he or she ma~ be lawfully entitled, nor shall anything
herei:n contained. restrict the right of the corporation to
indemnify or reimburse such person in any proper case even
though not specifically herein provided for. The corporation,
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its Directors, officers, employees, and agents shall be fully
protE~cted in taking any action or making any payment under this
article or in refusing to do so in reliance upon the advice of
counsel to the Corporation.
5.2 Insurance. The Corporation may purchase
liability insurance on behalf of the directors, officers and
agent.s of the Corporation against any liability for acts
committed or omitted to which such persons are subject by
reason of their positions or duties for the Corporation.
ARTICLE SIX
AMENDMENT
6.1 The Board of Directors shall have the power by a
majority vote of the Directors then in office to alter, amend
or repeal the Bylaws or adopt new bylaws, provided that the
Byla.ws at no time shall contain any provision inconsistent with
law or the Articles of Incorporation.
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Adopted this
day of February, 1990.
Director
Director
Director
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EXHIBIT "e"
RESOLUTION
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A RESOLUTION OF THE BOARD OF DIRECTORS OF
:RICHMOND COUNTY PUBLIC FACILITIES, INC. AUTHORIZING
INTER ALIA, THE EXECUTION OF A PUBLIC PURPOSE
INSTALLMENT SALE AGREEMENT RELATING TO THE
ACQUISmON, CONSTRUCI10N AND INSTALLATION OF .
CAPITAL IMPROVEMENTS TO THE AUGUSTA GOLF COURSE
AND THE SALE THEREOF TO AUGUSTA, GEORGIA AND
A TRUST INDENTURE WITH REGIONS BANK, AS TRUSTEE,
PROVIDING FOR THE ISSUANCE .OF CERTIFICATES
OF PARTICIPATION IN THE PUBLIC PURPOSE INSTALLMENT
SALE AGREEMENT IN THE AGGREGA TE PRINCIPAL AMOUNT
-- OF $1,705,000 A...~ OTHER ACilONS .REi:ATED TO, - --~
THE TP-.<-~~SAcnONS DESCRIBED IN ~iNST At.i2'\ffiN-1:SALE
AGREEMENT AND THE TRUST INDENTURE -
TIUS RESOLUTION adopted by the Board of Directors of Richmond County Public
Facilities, Inc. (the "Board").
WHEREAS, the Board finds it to be in furtherance of the purposes for which Richmond
County Pl:lblic Facilities, Inc. ("RCPF') was created that RCPF enter into a Public Purpose
Installment Sale Agreement, dated as of June 1, 1998 (the "Installment Sale Agreement") with
Augusta, Georgia (Augusta) to acquire, construct and install certain capital improvements at the
Augusta Golf Course, which are more particularly described in Exhibit B to the Installment Sale
Agreement and in plans and specifications therefor which are on file in the offices of the Clerk of
the Augusta-Richmond County Commission, and are incorporated herein by this reference (the
"Project") for use by Augusta in the performance of its governmental and proprietary functions;
and
WHEREAS, pursuant to the Installment Sale Agreement RCPF shall cause the Project to
be acquir<<::d, constructed and equipped, as more fully described in Exhibit B to the Installment
Sale Agreement, and RCPF will sell the Project to Augusta pursuant to the terms of the
Installment Sale Agreement; and
WHEREAS, RCPF will transfer its interest in the Installment Sale Agreement to Regions
Bank, as Trustee (the "Trustee"), under the terms of a Trust Indenture, dated as of June 1, 1998
(the "Tru:;t Indenture"), between RCPF and the Trustee, and pursuant to the terms of the Trust
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Indenture, the Trustee will issue on behalf of RCPF certificates to be known as Richmond County
Public Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 (the
"Certificates"), in the aggregate principal amount of$I,705,000, representing fractional undivided
interests in the payments by Augusta to RCPF pursuant to the Installment Sale Agreement; and
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WHEREAS, pursuant to the Installment Sale Agreement, RCPF will cause the proceeds
of the Certificates to be deposited with the Trustee and applied as set forth in the Trust Indenture,
including a.pplication to a Project Fund for use in acquiring, constructing and equipping the
Project;
WJElEREAS, it is anticipated that the Augusta-Richmond County Commission will
determine and find that the acquiring, constructing and equipping of the Project as described and
provided in the Installment Sale Agreement is desirable and necessary to the carrying out of
Augusta's governmental and proprietary functions.
NOW, THEREFORE, BE IT RESOLVED by the Board and it is hereby resolved by
authority of the same:
.Section 1.. It is the intent of this resoiuiion to autl1orize.ind direct on behalf of RCPF ~ ,'._.
the execution of such documents as may be necessary to effectuate the purposes herein described-
and comp:tete the Project.
Section 2. The Installment Sale Agreement presented to the Board, a copy of which is
attached hereto as Exhibit A, is hereby approved, and all of the terms and provisions thereof are
incorporated herein by reference. The President and Secretary ofRCPF are hereby authorized
and directed in the name and on behalf of RCPF to execute and deliver the Installment Sale
Agreement in substantially the form presented at this meeting, with such changes and additions as
shall be approved by the officers who execute the same, and to execute such other documents as
shall be deemed necessary or desirable to effect the purposes of this resolution. Such execution
shall constitute conclusive evidence that the executed document has been authorized and
approved by this resolution. The aforesaid officers are further authorized to do all things
necessary or appropriate to effectuate the purposes hereof
Section 3. The Trust Indenture presented at this meting, a copy of which is attached
hereto as Exhibit B, the assignment of the Installment Sale Agreement thereunder and the
issuance of the Certificates pursuant thereto are hereby approved. The President and Secretary of
RCPF arc~ hereby authorized and directed in the name and on behalf of RCPF to execute and
deliver th.e Trust Indenture in substantially the form presented at this meeting subject to any
changes, amendments, deletions or additions as approved by the President ofRCPF and the
execution of the Trust Indenture by the President ofRCPF shall be conclusive evidence of his
approval of the form of the Trust Indenture as executed and delivered.
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Section 4. The Installment Sale Agreement is hereby designated as a "qualified tax-
exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of
1986 (the "Code").
Se<;tion 5. RCPF is authorized to accept a warranty deed from Augusta conveying to
RcPF the Project (the "Deed") and then to execute and deliver to the Trustee a deed to secure
debt and Sl~Urity agreement (the "Security Deed") conveying the Project as security for the
payment of the Certificates. The Deed and the Security Deed shall be in substantially the form
presented to this meeting, copies of which are attached hereto as Exhibits C and D respectively,
subject to any changes, amendments, deletions or additions as approved by the President ofRCPF
whose ex(:cution of the Security Deed shall be conclusive evidence of any such approval. -
Section 6. RCPF is authorized to execute and deliver to Augusta a warranty deed
conveying that portion of the Project constituting real estate to Augusta subject to the Security
Deed and subject to a right of reversion to RCPF if Augusta does not make all ofthe.payment~.
required to be made.by it under the Installment Sale Agr.eement (the "Deed :ro Augusta"). The
Deed to Augusta shall be in a form and ofa content approved by the President ofRCPF whose
execution, thereof shall be conclusive evideoce of such approval.
S,~ion 7. Any officer ofRCPF is hereby authorized to .execute:a.non,.~rl>itrage_ .
certificati.on or a supporting certification in connection therewith in order to comply with Section
148 of the Code and the applicable Treasury Regulations promulgated thereunder.
Section 8. No stipulation, obligation or agreement herein contained or contained in
the Installment Sale Agreement, Trust Indenture, Security Deed or Deed to Augusta shall be
deemed to be a stipulation, obligation or agreement of any director, officer, agent or employee of
RCPF in his or her individual capacity, and no such director, officer, agent or employee shall be
personally liable under the terms of the Installment Sale Agreement, Trust Indenture, Security
Deed or Deed to Augusta or be subject to personal liability or accountability by reason of the
execution, delivery and performance thereof.
Section 9. From and after the execution and delivery of the Installment Sale
Agreement, the Trust Indenture, the Security Deed or the Deed to Augusta, the President and/or
SecretaJy ofRCPF are hereby authorized, empowered and directed to do all such acts and things
and to execute all such documents as may be necessary to carry out and comply with the
provisic1ns of said documents as executed and are further authorized to take any and all further
actions and execute and deliver any and all other documents and certificates as may be necessary
or desirable in connection with the execution and delivery of the Installment Sale Agreement, the
Trust Indenture, the Security Deed or the Deed to Augusta or any other agreement necessary to
effect the transactions contemplated herein and to document compliance with the Code.
Section 10. All actions of the officers ofRCPF which are in conformity with the
purposes and intents of this resolution and in the furtherance of the execution, delivery and
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performanoe of the Installment Sale Agreement, the Trust Indenture, the Security Deed or the
Deed to Augusta shall be, and the same hereby are, in all respects approved and confirmed.
Section 11. If anyone or more of the agreements or provisions herein contained shall
be held contrary to any express provision oflaw or contrary to the policy of express !aw, t~ough
not expressly prohibited, or against public policy, or shall for any reason whatsoever be held
invalid, then such covenants, agreements and provisions shall be null and void and shall be deemed
severable 110m the remaining agreements and provisions and shall in no way affect the validity of
any of the other agreements and provisions hereof.
Section 12. All resolutions or parts thereof ofRCPF which conflict with the provisions
herein contained are, to the extent of such conflict, hereby superseded and repealed.
Section 13. This resolution shall be effective immediately upon adoption.
ADOPTED this 15th day of June, 1998.
:BOARD OF DIRECTORS OF
RICHMOND COUNTY PUBLIC
FACILITIES, INC.
Secretary
[SEAL]
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EXHIBIT "N'
PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT
Dated as of June 1, 1998
between the
, . - RICHMOND COUNTY PUBLIC F AC!Ll'XlliS, INC.,- -- ... . - - - - .. _. .~.
as Seller
and
AUGUSTA, GEORGIA
as Purchaser
As set forth in Section 7.1 hereot: the interest of the Seller in this Public Purpose Installment
Sale Agfe(ment and the Installment Payments described herein have been assigned to Regions Bank,
as Trustec;:, under a Trust Indenture, dated as of June 1, 1998, between the Seller and the Trustee,
and are subject to the security interest of the Trustee.
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TABLE OF CONTENTS
Page
ARTICLE I
DEFlNITIONS AND EXIllBITS
Section 1.1. Definitions and Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2. Exhibits.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.1. Representations, Covenants and Warranti~ of August'l. '.' . . '.' . ... . . _ . . . . ... . ... . 5..
Section 2.2. Representations, Covenants and Warranties ofRCPF . . . . . . . . . . . . : . . . . . . . . . . 8
ARTICLE III
SALE OF THE PROJECT
Section 3. ]. Sale of the Project ................................................ 10
Section 3.2. Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE IV
DEPOSIT OF CERTIFICATE PROCEEDS;
AGREEMENT TO ACQUIRE, CONSTRUCT AND EQUIP THE PROJECT;
TERMINATION OF INSTALLMENT SALE AGREEMENT;
IN"STALLMENT PAYMENTS; TITLE TO THE PROJECT; APPROPRIATION
Section 4.1. Deposit of Certificate Proceeds ...................................... 12
Section 4.:2. Acquisition and Construction of Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4.3. Term of Agreement ............................................... 14
Section 4.4. Payments ....................................................... 14
Section 4.5. Title to the Project; Purchase Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.6. Covenant as to Appropriation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.7. Payments for Project; Termination of Agreement ......................... 18
Section 4.8. Establishment of Completion Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE V
MAINTENANCE; TAXES; INSURANCE; AND OTHER MATfERS
Section 5.1. Maintenance, Taxes and Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 5.2. Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
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Section 5.3. Insurance; Destruction or Damage to Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 5.4. Administrative Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.5. Environmental Representations and Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE VI
DISCLAIMER OF WARRANTIES; INDEMNIFICATION
Section 6.1. Disclaimer of Warranties ........................................... 25
Section 6.2. Augusta's Right to Enforce Warranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 6.3. Release and Indemnification Covenants ...............-..:..:..:............ 25
Section 6.4. Indemnification of Trustee ..........................................26
Section 6.5. Certain Indemnifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.6. Limitation ...........'........ .:. . ..:... .:. '. . . . ... . . . . . . . . . .. . _. . .. . . . . . 26
ARTICLE vn
.SUCCESSORS, ASSIGNMENT, PLEDGThIG;_$.AT.E,..AND -AMENDMENT-- -'
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Section 7.1. Assignment by RCPF . . . -. . . . . .. , _ . .'. '" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.2. No Assignment by Augusta; Leasing .................................. 27
Section 7.3. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE vm
EVENTS OF DEFAULT, NON-APPROPRIATION AND REMEDIES
Section 8.1. Events of Default Defined .......................................... 29
Section 8.2. Remedies on Default and Non-Appropriation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 8.3, Non-Appropriation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.4.. Surrender of the Project. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.5.. No Remedy Exclusive ............................................. 31
Section 8.6, Agreement to Pay Attorneys' Fees and Expenses ......................... 31
Section 8.7. No Additional Waiver Implied by one Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
ARTICLE IX
MISCELLANEOUS
Section 9.1. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 9.2. Binding Effect; Assignment ......................................... 32
Section 9.3. Severability ..................................................... 32
Section 9.4. Amendments, Changes and Modifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 9.5. Further AssuranceS and Corrective Instruments .......................... 33
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Section 9.6. Execution in Counterparts .......................................... 33
Section 9.7. Applicable Law .................................................. 33
EXHIBIT A - Basic Terms; Minimum Annual Appropriated Amount
EXHIBIT B - Description of Project
EXHIBIT C - Form of Limited Warranty Deed
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PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT
THIS PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT (this "Agreement"),
dated as of June 1, 1998, by and between Richmond County Public Facilities, Inc., a Georgia non-
profit corporation ("RCPF"), as seller and its successors and assigns, and Augusta, Georgia, 'a body
politic and corporate and a political subdivision of the State of Georgia, as purchaser (Augusta");
WITNESSETH
WHEREAS, Augusta is a duly and validly organized and existing county=-wide government
which is a body corporate and politic and' a political subdivision under and by virtue of the
Constitution and laws of the State of Georgia, including specifically Ga. L. 1995, p.3648, GaL. 1996
p.3607, and Ga. L. 1997, p.4024, and p.4690; and
. WHEREAS, Augusta has the power, pursuant to the laws of the State of Georgia, including" .
particularly Section 36-60-13 of the Official Code of Georgia Annotated, to enter into purchase, lease
---- . .__o'-:p>-Jfch.asc vr-~-.st~I!ment pUf(+~ x:1tr.lz+..{}-t~fL'1ance the acquisitiuil of real or p.er-sonal propertj -and:... .--- -~.,.
the constru(:tion ofirnprovemenls on real properry;-and -,-- - .. ..-p
WHEREAS, Augusta has determined that it is in its best interest to purchase the hereinafter
described P;roject from RCPF pursuant to the terms and conditions hereinafter set forth; and
WHEREAS, the obligation of Augusta to make payments hereunder shall be payable only
from funds lawfully appropriated by Augusta for such purpose and shall not constitute a pledge of
the full faith and credit of Augusta within the meaning of any constitutional debt limitations; and
WHEREAS, the taxing power of Augusta is not and may not be pledged in any way directly
or indirectly or contingently to secure any moneys due under this Agreement; and
WHEREAS, RCPF and Augusta have duly authorized the execution and delivery of this
Agreement; and
WHEREAS, the term of this Agreement expires June 30, 2013, subject to Augusta's right
to terminate this Agreement effective as of each December 31 during the term of this Agreement; and
WHEREAS, at the request of Augusta, RCPF proposes to authorize the sale and delivery,
pursuant to the hereinafter described Trust Indenture, of Certificates of Participation (Augusta
Project), Se1ies 1998 (the "Certificates") evidencing undivided and proportionate ownership interests
in this Agreement and the Installment Payments to be made by Augusta hereunder; and
WHEREAS, RCPF has agreed to cause to be deposited into the hereinafter described Project
Fund moneys for the acquisition, construction and installation of the Project;
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N01W, THEREFORE, in consideration of the above premises and of the mutual covenants
hereinafter contained and for other good and valuable consideration, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS AND EXlllBITS
Section 1.1. Definitions and Rules of Construction. Unless the context otherwise
requires, the capitalized terms used herein shall, for all purposes of this Agreement, have the meanings
specified herein or in the Trust Indenture.. Unless the context otherwise indicates, words importing
the singular number shall include the plural number and vice versa. The terms "hereby," "hereof, II
"hereto," II herein, " . !lhereunder" and arty similar terms, as used in this Agreement, refer to this
Agreement as a whole.
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" "Admi~~-Exp~~~nt" meaJ.l.sjh~. payment or payments of Administrative
Expenses to be made by Augusta, subject to adjustment from time to time, as provided in the Trust
Indenture.
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-~~Administrative Expenses~! mca..ls (i)-thc-fees arnh;Apens('.~ofthe Trustee, if any, and the __~_ -'-
reasonable fees and expenses of the attorneys therefor and (ii) all reasonable fees and expehses-'()f - -_
RCPF's attorneys.
"Agreement" or "Installment Sale Agreement" means this Installment Sale Agreement.
"Authorized Augusta R~resentative" means initially Larry E. Sconyers as the representative
and Charles R Oliver as the alternate, and thereafter means that person at the time designated to act
on behalf of Augusta by written certificate furnished to the Trustee containing the specimen signature
of such pemon and signed on behalf of Augusta by its Mayor.
"B.a!;ic Payments" means the principal payments designated as such in Exhibit A to this
Installment Sale Agreement.
"!&Jtificate Payment Fund" means the fund of that name created under the Trust Indenture
and into wl1ich the Installment Payments due hereunder are deposited, which fund has an Interest
Account and a Principal Account, and within the Principal Account there shall be a Payment
Subaccount and a Redemption Subaccount.
"Ck,sing Date" means the date of initial execution and delivery of the Certificates.
"Cslmpletion Certificate" means a certificate described in Section 4.8.
"{&mpletion Date" means that date determined in accordance with Section 4.8.
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"{&;!rt of Issuance Amount" means the amount set forth as such in Exhibit "A" attached hereto
and incorpolrated herein.
"EY!~nt of Non-Appropriation, " as described in Section 8.3 hereof, means a non-renewal of
this Agreement for an Installment Sale Year by Augusta, determined by (i) Augusta's failure to
appropriate, by December 1 of the immediately preceding Installment Sale Year, the Minimum Annual
Appropriated Amount, or (rl) actual notice on or prior to December 31 of such immediately pr~ceding
Installment Sale Year from Augusta to the Trustee that Augusta will not renew this Agreement for
the following Installment Sale Year.
"RCff" means Richmond County Public Facilities, Inc. and its successors and assigns.
"wtallment P<\)'ment or Installment .P~ents" means the Basic Payment and the
Supplemental Payment, which are the principal component of and the interest component of the
Installment Payments are described in Exhibit" A" hereto.
"lns:tallment Sale Amount" means the amount set forth. as such in Exhibit !' A" attached hereto
and incorporated herein, less an amount equal to the principal amount of Certificates retired as a
;- - -~-- -..f(;}&ult cf (:) Basi~P~.y!~ents made by AU&usta and dep.osired into- the-J?rincipa:.LfLSOOUnt 6f-tRef-n-
, . ~ -.:~rtificate Payment Fund, (ii). LiquidatiGu Proceeds- attrib1!t.able to this Agreement deposited'l.'ltt>-the --
Principal Account of the Certificate Payment Fund, (ill) transfers from the Project--rund inte--the
Principal A,xount of the Certificate Payment Fund, (iv) prepayments of Basic Payments paid by
Augusta which are deposited into the Principal Account of the Certificate Payment Fund, and (v) the
Termination Payment, ifany, deposited into the Principal Account of the Certificate Payment Fund.
"Installment Sale Yearll means a calendar year or portion thereof within the Term of this
Agreement.
"In1!~rest Payment Date" means each June 30 and December 31, commencing December 31,
1998.
"LiQuidation Proceeds" means net proceeds after deduction of collection expenses received
by the Trustee in connection with enforcing any of the remedies hereunder after the occurrence of
an Event of Non-Appropriation or Event of Default which has not been waived or cured.
"Minimum Annual Appropriated Amount" for any Installment Sale Year means: the sum of
(i) Administrative Expenses; (rl) the Basic Payments coming due in such Installment Sale Year as set
forth in this Agreement; (ill) the Supplemental Payments coming due in such Installment Sale Year
as set forth in this Agreement; (iv) the Termination Payment; and (v) any amounts owing or expected
to come due during the Installment Sale Year pursuant to Section 5. 1 (c).
"fu-Sale Cost Amount" means the amount so designated on Exhibit "A" attached hereto and
representing the portion of the Installment Sale Amount allocated to pay the cost of the acquisition
by RCPF from Augusta of the Project and any improvements thereon at the Closing Date, and to be
disbursed to Augusta on the Closing Date.
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"fmj~" means the Project, land, buildings and facilities described in Exhibit B.
"B&Yerter Deed" means the limited warranty deed in the form attached hereto as Exhibit "C"
to be delivered pursuant to Section 3.1 hereof.
"~urity Deed" means the Deed to Secure Debt and Security Agreement of even date
herewith from RCPF to the Trustee.
II SclJ~" means, prior to the Closing Date, RCPF and its successors and assigns and,
subsequent to the Closing Date, the Trustee, acting for and. on behalf of the Trust.
".s.ta:~" means the State of Georgia.
. ~ . "s.l!PDk.Illidl1a.LFa)ID~ll1S" means the interest payments designat~d as such in Exhibi~"A~' .to .
this Installment Sale Agreement.
"Term" shall have the meaning specifierl.inSectionA 1. hereof:. .__.. ._
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._~ ---- ~_."------" .
"Ldmination Payment" means that payment rcquiredto be made-by Augusta pursuant to
Section 4.4(aX3) of this Agreement upon an Event of Default or an Event of Non-Appropriation, in
such amoun.t as set forth in Exhibit "A" to this Agreement.
"lIlls1" shall have the meaning specified in the Trust Indenture.
"Inlst Indenture" means the Trust Indenture of even date herewith to be executed by RCPF
and the Tmstee pursuant to which the Certificates will be executed and delivered, as amended or
supplemented.
"In~" means the Trustee at the time serving as such under the Trust Indenture, whether
the original or a successor Trustee. Regions Bank is the original Trustee under the Trust Indenture.
Section 1.2. Exhibits. The following Exhibits are attached to, and by reference made a part
of: this Agreement:
Exhibit A:
Basic Terms (Installment Sale Amount; Deposit to Project Fund; Cost of
Issuance Amount; Pre-Sale Oost Amount; Minimum Annual Appropriated
Amount; Termination Payment; Basic Payments; Supplemental Payments)
Description of Project
Form of Limited Warranty Deed
Exhibit B:
Exhibit C:
[END OF ARTICLE I]
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ARTICLE IT
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.1. Representations. Covenants and Warranties of Aueusta. Augusta
represents, covenants and warrants to the Seller as follows:
(a) Due Organization and Existence. Augusta is a county-wide government which is a
body politic :md corporate and a political subdivision of the State, duly organized and existing under
the Oonstitution and laws of the State and will do or cause to be done all things necessary to preserve
and keep in full force and effect its existence as such.
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.. -.. (b) No Violations. Neither the execution and delivery of this Agreement or each ofthe'
other doaunents entered into by Augusta in connection herewith, nor the fulfillment of or compliance
with the te:rms and conditions hereof or thereot: nor the consummation of the transactions
contemplated hereby. or thereby, conflicts with or results in a .breach of the teDlls,. conditions or i
provisions of any restriction or any agreement or instrument to which Augusta is now a party or by .
which Augu:rta is bound, or constitutes a default under any of the foregoing, or results in the creation
- ----:ndmpositio;[l of any lien, charge or enCllmbrance..whatsoev.eQ!.~1! an.y. of the- propeJ4-0LaSSets..of-
"'-= -A:ugusta, or upon ~~e Project.- Augusta will not encumber any interest of Augusta..in;-t-o-oru1Ide1-tlris --
Agreement or the Project, except as provided herein. - Augusta-is not in default under any indenture,
loan agreeml~nt, mortgage, deed of trust or similar document relating to the borrowing of moneys or
any other material contract, lease, or commitment to which it is a party or by which it is bound.
" .
(c) Execution and Delivery. Augusta has duly authorized and executed this Agreement
in accordance with the Oonstitution and laws of the State and a resolution of the Augusta-Richmond
Oounty Oommission adopted on June 16, 1998. All payments due hereunder, including the payments
for Adminil:trative Expenses, during each Installment Sale Year are, subject to Augusta's right to
terminate herein, will be, within the budget for the current Installment Sale Year, and an appropriation
is available for Augusta's obligations under this Agreement to the extent of the Minimum Annual
Appropriatc;:d Amount.
(d) No Litigation. There are no actions, suits, proceedings, inquiries or investigations,
at law or in. equity, before or by any court, public board or body pending or threatened against or
affecting Augusta, which singly or in the aggregate, if adversely determined, would adversely affect
the validity or enforceability of this Agreement or any other agreement or instrument to which the
Seller is a party or would adversely affect the financial condition of Augusta or its ability to satisfy
its obligations hereunder or thereunder in a timely manner.
(e) Oompliance with Laws and Regulations. The execution and delivery by Augusta of
this Agreement, all of the other related agreements and the performance of Augusta's obligations
hereunder Ilnd thereunder are not in contravention of any laws, orders, regulations or ordinances.
Augusta is in compliance with all laws, orders, regulations and ordinances of all federal, foreign, state
and authorities, the failure to comply with which would have a material adverse effect on the
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enforceabili~y of this Agreement or any other related agreement or the financial condition of Augusta
or its ability to satisfy its obligation hereunder or thereunder in a timely manner.
(It) Tax Covenants. This Agreement is being entered into by Augusta in compliance with
the conditions necessary for the Supplemental Payments payable by Augusta to be excluded from the
gross income of the holders of the Certificates for federal income tax purposes pursuant to the
provisions of Section 103(a) of the Code relating to obligations of the State or political subdivisions
thereof. It i:; the intention of Augusta that the Supplemental Payments be and remain excluded from
gross income for federal income tax purposes, and, to that end, Augusta hereby covenants as follows:
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(i) That it will not take any action, or fail to take any action, if any such action
or fiwure to take action would adversely affect the exclusion of the Supplemental Payments
from gross income for federal income tax purposes under Section 103 of the Code.
----
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. (ii) That it will not directly or indirectly take Qr omit t.o; take any action in a w~y
. that would cause this Installment Sale Agreement to be a "private activity bond, It within the
meaning of Section 141 of the Code. Augusta will not enter into any management contract
. o~!ease or similar arrangement with re.~pect...to .the .P1:oject nnlessiLobtains;an-opinion of _ '-0..
- ,. recogrJz.ed.bond counsel that such management ~ract. or. lease .or si:milar-arrangement-..~Jl--
not impair the exclusion from gross-income for. federal - income tax purposes of the
Supplemental Payments. Augusta will not allow ten percent (10%) or more of any amounts
derilved from the sale of the Certificates to be used, directly or indirectly, in the trade or
business of any private business and will not lend such amounts to any nongovernmental
pemons.
(ill) That it will not directly or indirectly use or permit the use of any amounts in the
Project Fund, Certificate Payment Fund or any other funds of Augusta or take or omit to
take any action that would cause any Certificate or this Agreement to be an Itarbitrage bondlt
within the meaning of Section 148 of the Code. To that end, Augusta will comply with all
requirements of Section 148 of the Code, including without limitation Section 148(t) thereof:
to the extent applicable to this Agreement.
(iv) Augusta hereby certifies that the aggregate face amount of all tax-exempt
obligations (other than private activity bonds as defined in Section 141 of the Code) issued
by Augusta and any entities with whom aggregation is required pursuant to Section
148(t)(4)(DXti) of the Code during the calendar year in which this Agreement is entered into
is not reasonably expected to exceed $5,000,000, and Augusta covenants that ninety-five
percent or more of the initial Installment Sale Amount is to be used for the local governmental
activities of Augusta in compliance with Section 148(t)(4)(D)(iv)(Ill) of the Code.
(v) This Agreement is not and shall not be "federally guaranteedlt as defined in
S~;tion 149(b) of the Code.
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(vi) Augusta does hereby designate, the Certificates and this Agreement as a
"qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code.
Augusta hereby represents, covenants and warrants to the Seller that the aggregate face
amrnmt ofall tax-exempt obligations (other than private activity bonds as defined in Section
141 of the Code) issued by Augusta and any entities with whom aggregation is required
pursuant to Section 265(b )(3)(E) of the Code during the calendar year in whIch this
Agrc;:ement is entered into is not reasonably expected to exceed $10,000,000.
(g) Due Authorization. Augusta bas duly authorized and approved the sale of the
Certificates ,and all of the terms and conditions of the Trust Indenture.
(h) Rq>orting Requirements. Augusta will cause the following documents or information
to be delivered to the Trustee:
(i) immediately upon notification ther~f: the/occurrence of any Eyent,ofOefault "
specified in Section 8.1 hereof;
. (ii) - '.vit!1in five days sf.its,~doption of its a.n-!!1.!a!..budget,-a-certificate ofrAugusta '_
. certifying that the Minimum Annual i\P!lfopriated-Amoimt-has been approprrated for-the--. -__
relevant calendar year.
(i) No Pecuniary Interest. No employee of Augusta has any direct or indirect pecuniary
interest in, or will receive or has agreed to receive any compensation with respect to any contract,
lease, purchase, sale, or employment made or to be made in connection with the proposed transaction
contemplated by the performance of this Agreement.
G) Bidding RCQJJirements. All requirements have been met and procedures have occurred
in order to ensure the enforceability of this Agreement, and Augusta has complied or will comply with
such public bidding requirements as may be applicable to this Agreement and the acquisition by
Augusta (in its capacity as agent for the Seller) of the Project.
(k) Government Use. During the term hereof; the Project will be used by Augusta only
for the purpose of performing one or more governmental functions of Augusta or such other public
bodies consistent with the permissible scope of Augusta's or such other public bodies' authority.
(1) ~. The Project, when acquired, constructed and installed, will be used for the
proper, efficient and economic operation of Augusta.
(m) Useful Life. The useful life of the Project will extend at least to the final maturity date
of the Certiflcates.
(n) Non-Appropriation. Augusta has not terminated prematurely or failed to make an
appropriation required to keep in effect any lease or installment sale financing of Augusta.
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(0) Public Hearing. A public hearing was held on June 15, 1998, in compliance with
O.c.G.A ~ 36-60-13(g).
Secti.on 2.2. Representations. Covenants and Warranties of RCPF. RCPF represents,
covenants and warrants to Augusta as follows:
(a) Due Organization and Existence, Enforceability. RCPF is a Georgia non-profit
corporation, duly organized, existing and in good standing under and by virtue of the laws of the
State; has th€: POWef" to enter into this Agreement; is possessed of full power to own and hold real and
personal property. and to lease and sell the same; aDd has duly authorized the execution and delivery
of the Agreement.
(b) No Encumbrances. RCPF will not pledge the Installment Payments or other amounts
derived from its other rights under this Agreement or its interest (If any) in any of the Funds and
Accounts except as provided under t.he te::ms ::>f this Agreement .and the. Trust Indenture.
(c) No Violations. Neither the execution and delivery of this Agreement, nor the
-- -. - fulfillment of Gf COffip!i~"1ce- ;vith the ~eEns..:md-cc~ditions-hereof, nor the c.orlStimmation of.the.",
-. -. '. --t.t;~nsactions contemplated hereby;. conflicts. with -or results in -a breach -of the- terms, .conditiot\So or
provisions of the articles ofincorporatior_or bylaws ofRCPF or any restriction or any agreement or
instrument to which RCPF is now a party or by which RCPF is bound, or constitutes a default under
any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance
whatsoever upon any of the property or assets ofRCPF or upon the Project.
(d) No Litigation. There is no action, suit, proceeding, inquiry or investigation, at law
or in equity, .before or by any court, public board or body pending or threatened against or affecting
RCPF wher,ein an unfavorable decision, ruling or finding would adversely affect the transactions
contemplated hereunder or would adversely affect the validity or enforceability of this Agreement.
( e) Application of Proceeds. RCPF will establish the Trust, and will cause the Certificates
to be eXeC\llted and delivered pursuant to the provisions of the Trust Indenture and will apply a
portion of the proceeds derived from the sale of the Certificates as follows and as provided in the
Trust Inden1ure:
(i) the Seller will cause the deposit to the Project Fund to be made in the amount
set f;)rth in Exhibit II A";
(ll) the Seller will cause the Cost ofIssuance Amount to be applied to costs incurred
in connection with the establislunent of the Trust and the issuance and sale of the Certificates
and the unused balance, if any, to be deposited into the Project Fund;
(iv) the Seller wiU cause the accrued interest on the Certificates to be deposited
in the Interest Account of the Certificate Payment Fund.
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(v) the Seller will cause the Pre-Sale Cost Amount to be paid to Augusta.
(f) Application ofP~ents. The Seller will cause the payments by Augusta hereunder
to be applied as provided herein and in the Trust Indenture.
[END OF ARTICLE ll]
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ARTICLEm
SALE OF THE PROJECT
SeC1tion 3.1. Sale of the PrQject. In consideration of the representations and undertakings
of Augusta in this Agreement, the Seller hereby agrees to sell, and Augusta hereby agrees to purchase
from the Sc::ller, in accordance with the provisions of this Agreement, all the Seller's right, title and
interest in and to the Project, and each and every component thereof in fee simple; provided,
however, that should there occur an Event of Non-Appropriation or Event of Default hereunder, then
the Seller may serve a notice in writing to Augusta that the title to the portion of the Project
constituting real property, in the condition and as conveyed by the Reverter Deed, and as the Project
has been improved, shall immediately and without the necessity of any further action on the part of
the Seller o:r Augusta revert to and vest in the Seller, and that Seller will not convey any portion of
the Project consisting of personal property to Augusta and Augusta shall lose and forfeit all of its
rights, title: and interest in and to the whole of the Project and to the improvements and fixtures
thereon., Promptly following its acquisition of the Proj~, to evidence such purchase and sale of .the.
portions of-the Project consisting of real property, the Seller shall execute and deliver to Augusta the
Reverter Deed. By virtue of the conveyance in the Reverter Deed, Augusta shall not be entitled to
- cre.ate-0umffer aI!Y .errcumbrance, ple(lge; conveyance, tnmsfer or assigllment oLalLor any ~of its.
interest in tDp..Project without the written-consent-and action-of the Seller. In confirmation of the
,-reverter, created by the Reverter Deed, upon the delivery of the aforementioned notice follow1..1lglUl-
Event ofDt:fault or an Event of Non-Appropriation, Augusta will deliver to the Seller and record a
quitclaim deed to the Project, and the Seller is hereby irrevocably appointed as Augusta's agent and
attorney-in-fact for the purpose of executing, sealing, delivery and recording such quitclaim deed.
Upon payment in full of the Installment Payments, together with all other amounts due and to be paid
by Augusta hereunder, the Seller shall deliver to Augusta a quitclaim deed to the Project and each
and every component thereot: for recordation, which shall serve to cancel the reverter created hereby,
and a bill of sale to all personal property included in the Project. Title to each component of the
Project hen~er acquired, installed or constructed pursuant to Section 4.2 shall initially vest in the
Seller, and by virtue of this Agreement, title to each and every component of the Project which
constitutes real property will inunediately thereafter vest in Augusta without the necessity of further
action on the part of the Seller or Augusta or any other person, subject only to the reverter set forth
above and title to each and every component of the Project which constitutes personal property shall
remain in the Seller until the Installment Payments have been paid in full. Title to any property which
is initially personal property but which is transformed into real property by virtue of its incorporation
into the real property component of the Project shall automatically transfer to Augusta at the time
such prope:rty becomes part of the real property component of the Project. At any time, upon the
request of Augusta, the Trustee and RCPF will take such action and execute such appropriate
documents as may be necessary to evidence or confirm the status of title to the various components
of the PrOjf:ct. Augusta agrees that it will pay all expenses and taxes, if any, applicable to or arising
from any transfer of title as herein provided.
Notwithstanding anything herein to the contrary, Augusta and the Seller acknowledge and
agree that (1) the rights of Augusta under the Reverter Deed are subject and subordinate to the
Security Deed, (2) that Augusta's rights in the Project are subject to termination in the event the
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Project is sold pursuant to the exercise of remedies under the Security Deed, and (3) that the Security
Deed is a non-recourse obligation ofRCPF evidencing for the real estate records the rights of the
Trustee and Certificate-holders in the Project conveyed by the Trust Indenture. RCPF hereby assigns
its equity cf redemption in the Project under the Security Deed to Augusta.
Sedion 3.2. Warranties. The Seller makes no warranty, either express or implied, as to
title to the project, the condition of the Project or that it will be suitable for Augusta's purposes or
needs.
[END OF ARTICLE III]
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ARTICLE IV
DEPOSIT OF CERTIFICATE PROCEEDS;
AGREEMENT TO ACQUIRE, CONSTRUCT AND EQUIP THE PROJECT;
TERMINATION OF INSTALLMENT SALE AGREEMENT;
INSTALLMENT PAYMENTS; TITLE TO THE PROJECT; APPROPRIATION
Section 4.1. Deposit of Certificate Proceeds. The Seller will cause to be deposited by the
Trustee on the date of issuance and delivery of the Certificates the amounts for application in
accordance with the provisions of this Agreement and Section 3.03 of the Trust Indenture.
Sec:tion 4.2. Acquisition and Construction of Project.
:'--
(a) Acquisition Contracts. Augusta will arrange for, supervise and provide for, or cause
to be supe:rvised and provided for, the design, acquisition, construction and installation of the
lkoj~ct. Augusta may enter into one or more construction contracts or purchase orders providing h
for the acquisition, construction and installation of the Project (each, an .': Acquisition Contract"), and
will requir1e each contractor who shall be awarded a contract for the acquisition, construction and
jnstallation of the Projeot or any part thereof to provide any_p~,rformance.-ar labor anc:Lm.aterials _____ _ __
___payment 'bonds as may be- required by-la-w~ Augusta will comply with all laws and- ordinances1 . .
- applicable to Augusta in its acquisition and construction of property. -Augusta represents- the
estimated costs of the Project are within the funds estimated to be available therefor, and the Seller
makes no warranty or representation with respect thereto. Prior to a disbursement from the Project
Fund, there shall be filed with the Trustee a requisition containing the information specified in sub-
paragraph (c) below. Promptly after entering into an Acquisition Contract, Augusta shall file such
Acquisition Contract with the Trustee. Neither RCPF nor the Trustee shall be liable under any of the
Acquisitioll Contracts, and Augusta shall act as a contractor and not as an agent.
,.
".
Augusta shall obtain all necessary permits and approvals, if any, for the acquisition,
construction and installation of the Project, and the operation and maintenance thereot: which may
hereafter become applicable to the Project.
Augusta hereby covenants, to the extent pennitted by applicable law, to use other legally
available finnds and to seek additional legally available funds to the extent necessary to complete the
acquisition, construction and installation of the Project, or to make certain design changes in the
Project (so long as such changes do not cause the Project to be used for purposes other than lawful
governmental purposes of Augusta) to the extent necessary to complete the Project with moneys then
available f,or such purposes in the Project Fund.
(b} . Authorized PrQject Fund Disbursements. Disbursements from the Project Fund may
be made for the purpose of paying (said term to include the reimbursement of Augusta for advances
from its other funds to accomplish the purposes hereinafter described) the cost of issuance of the
Certificat1es, the cost of designing, acquiring, constructing and installing the Project, and shall
include:
(i) the cost of indemnity and fidelity bonds to insure the faithful completion of any
contract pertaining to the Project;
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(ii) fees and expenses of architects and engineers for the preparation of plans and
supl~rvising the acquisition, construction and installation of the Project;
(ill) all payments, including those for labor, contractors, builders and materialmen,
inclJrred under the terms of a contract for the construction and installation of the Project, and
the repayment of advances made by Augusta for the purpose of paying any' of the
aforementioned costs;
(iv) all costs of engineering and architectural services, including the costs of
Augusta incurred in connection with test borings and environmental assessments, if any,
surveys, estimates, plans and specifications and preliminary investigations therefor, and for
.,. - '- -.;-- ~ -supervising'construction, as well as for the performance of all other duties rcquiredbyor~--e::
consequent to the proper construction of the Project; and
. (v) the costs of issuance of the Certificates described in Section3.03(d) of the
Tmst Indenture.
: . . (c) .- ~ition Procedure. No disburseJIlent frOQ'l the Proiect Fqndshall_be_m~ge u~es~..._ ,--
. -= a-nd-.~.mtiL t.he T..mstp.e is provided with evidence of Augusta's official action to appropri2.te-t-lw.,- ______ _
Minimum Annual Appropriated Amount for the Installment S~e Year..;.n which Augusta requests such
disbursement. Prior to any disbursement from the Project Fund there shall be filed with the Trustee:
(i) A requisition for such payment stating each amount to be paid and the name
of the person, firm or corporation to whom payment thereof is due;
(ii) A certificate of an Authorized Augusta Representative, stating that insofar as
such obligation was incurred for work, material, supplies or equipment in connection with the
Project, such work was actually performed, or such material, supplies or equipment were
actually installed in or about the construction or delivered at the site of the work for that
purpose; and
(ill) A certificate of an Authorized Augusta Representative stating:
(A) that an obligation in the stated amount has been incurred by Augusta,
and that the same is a proper charge against the Project Fund and has not been paid,
and stating that the bill, invoice or statement of account for such obligation, or a copy
thereot: is on file with Augusta;
(B) that the Authorized Augusta Representative has no notice of any
vendors, mechanic's or other liens or rights to liens, chattel mortgages, conditional
sales contracts or security interests which should be satisfied or discharged before
such paYment is made; and
(C) that such requisition contains no item representing payment on
account, or any retained percentages which Augusta is, at the date of such certificate,
entitled to retain;
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Sec:tion 4.3. Term of Aereement. The Term of this Agreement shall commence on the
date hereof and shall end not later than on June 30, 2013, subject to Augusta's right to tenninate this
Agreement upon the end of each calendar year due to an Event of Non-Appropriation prior to the
year 2013. This Agreement may be tenninated only in accordance with the following paragraph.
The Term of this Agreement will terminate upon the earliest of anyone of the following
events:
(a) Purchase Option. Upon the exercise by Augusta of its option to prepay the Basic
PaYments llS provided in Section 4.5(c) and tenninate this Agreement pursuant to Section 4.7.
.;. ~...
(b)
Maturity of Certificates. PaYment in full of the Certificates'on June 30;2013~. ---- "
(c) Augusta's Election to Terminate Agreement Upon Non-Appropriation. The
occutTent;(~ of an Event of Non-Appropriation. , '.'.
Thl~ parties intend that this Section 4.3 operate in conformity with, and not in contravention
: -~ ~-----~~- - of,-Official Cede of Georgia Annotated-Section 36..6lJ.d3_ .Tn thee.vent.that...an.y-puMsion-ofthis
- Secticn-4;3. is deteffi"'.med to .conflict with Official Code of Georgia. Annotated;-Bectiotr3-6-=60-13,trus
Section 4.3 shall be interpreted and implemented inTma.."l.'1er consistent with said statute.
In the event of the occurrence of an Event of Default under Section 8.1 (i) or (ill) hereof or
a terminati':ln under this Section 4.3, Augusta agrees to peaceably surrender possession of the Project
to the Tmstee or its assignee or transferee on the date of such default or termination in good
condition ;md repair, normal wear and tear excepted.
Section 4.4. P2\yments.
(a} Obligation to Pay. Certain payments due hereunder shall be made as follows:
(1) Excess in Project Fund. On the date moneys are to be transferred from
thl~ Project Fund to the PaYment Subaccount of the Principal Account of the
Certificate PaYment Fund pursuant to Section 3.04{d) of the Trust Indenture, Augusta
shall be deemed to have made a prepaYment of Basic PaYments equal to the amount
so transferred.
(2) Basic Payments. Augusta shall provide for the Basic PaYments specified in
m:hibit "An hereto by the twentieth day of the calendar month preceding each June 30 and
D4~cember 31 on which such paYment is due, during the term of this Agreement. Augusta
shall make such provision by paying, on the twentieth day of each calendar month one-sixth
of the Basic PaYment coming due on the following June 30 or December 31, as the case may
be:; provided, however, any amounts held on deposit in the PaYment Subaccount of the
Principal Account of the Certificate Payment Fund after each June 30 or December 31 shall
be: a credit to obligationS under this Section 4.4(aX2).
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(3) Termination P&YJ1lent. Upon the occurrence of an Event of Default or an
Event of Non-Appropriation, Augusta shall pay the Termination PaYment. If Augusta has not
app ropriated the Minimum Annual Appropriated Amount for the next calendar year, on
De<:ember 31 of each year, Augusta shall pay the Tennination PaYment, provided, however,
if Augusta appropriates the Minimum Annual Appropriated Amount pursuant to Section 4.6
of this Agreement on or prior to the February 15 next succeeding any such December 31, the
obli.gation to make the Termination PaYment pursuant to this Section 4.4(a)(3) shall be null
and. void and the Termination Payment, if received, shall be returned to Augusta.
(4) Supplemental Payments. By the twentieth day of the calendar month
preceding Jun~ 30 or December 31 on which such payment is due, Augusta shall provide for
the Supplemental PaYments specified in Exhibit "A" hereto; Augusta shall Inakc such
pfClvision by paying, on the twentieth day of each calendar month one-sixth of the
Supplemental PaYment coming due on the next following June 30 or December 31, as the
case may be; provided, however, any amountshelo on deposit in the Interest AccOlmt.ofthe
Certificate Payment Fund after each June 30 or December 31 shall be. a credit to obligations
under this Section 4.4(a)(4).
(5)... Other PrQject Fund Transfers~.Oa the date-moneys-are-ro-be-transferrcd-from
the Project Fund to the Redemption SubaccounLofthe Principal Account of the Certificate
Payment Fund pursuant to Section 3. 04( e) of the Trust Indenture, Augusta shall be deemed
to have made a prepaYment of Basic Payments equal to the amount so transferred.
(6) Administrative Expense Payment. Augusta shall pay when due the
Administrative Expenses.
(7) No Offset. Notwithstanding any dispute between the Seller and Augusta,
induding without limitation a dispute as to the failure of the Project or any portion thereof
to perform the task for which it is designed, Augusta shall make all Installment PaYments
when due and shall not withhold any Installment Payments pending the final resolution of such
di~:pute.
(8) Payment from Appropriated Amounts. Amounts payable hereunder are to be
derived solely from lawfully available funds that have been appropriated or budgeted.
Nothing in this Agreement shall require Augusta to levy a tax to make paYments hereunder.
(b) .. Absolute and Unconditional Obligation. The obligations of Augusta to make the
payments lrequired in Section 4.4(a) or otherwise due hereunder and to perform and observe the other
agreements on its part contained herein shall be absolute and unconditional and shall not be affected
by any abatement, reduction, set-off: diminution, defense, counterclaim or recoupment whatsoever
or any right to any thereof(mcluding without limitation abatements, reductions, set-offs, diminutions,
defenses, 4~unterclaims and recoupments for or on account of any claims which Augusta may have
against the Seller, any contractor, supplier or materialman for the acquisition, construction and
installation of any part of the Project, any supplier of vendor or Augusta, any manufacturer of any
personalty installed in or as a part of the Project, any assignee of the Seller, or any other person for
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any reason whatsoever, any insolvency, bankruptcy, reorganization or similar proceedings by or
against Augusta, or any other circumstance, happening or event whatsoever, whether or not similar
to any of the foregoing); nor except as otherwise expressly provided herein, shall this Agreement
tenninate. Until expiration or termination of the Tenn, Augusta (i) will not suspend or discontinue
any payments provided for in Section 4.4(a) hereof: (n) will perform and observe all of its other
agreements contained in this Agreement, and (ait) wiD not terminate the Term for any cause, inCluding,
without limiting the generality of the foregoing, failure of Augusta to acquire and construct any
portion of the Project, failure of Augusta's title iJi aud to the Project or any part thereot: any acts or
circumstances that may constitute failure of consideration, any defects in any component of the
Project, any obsolescence of any component of the Project for any reason whatsoever, eviction or
COnstructiVl~ eviction, destruction of or damage to the Project, commercial frustration of purpose, any
change in the tax or other laws of the United States of America of'Ofthe..State of Georgia or any
political subdivision of either or any failure of the Seller to perform and observe any agreement,
whether express or implied, or any duty, liability or obligation arising out of or connected with this
Agreement. Nothing contained in this Section sh~ be. construed to, releas~ the. Seller from the
performance of any of the agreements on its part herein contained; and if the Seller should fail to
perform any such agreement, Augusta may institute such action against the Seller as Augusta may
. deem nece:~ to....compel p~rform~c.e .0r-reCmlef its. damages_foco.onperfoqnance as~Gng'~ such
~ a.ction sPall not do violence to the agreem~ts-on the. pm-of A&gusta-to make-t~ayments specified ....
in Sections 4.4(a) or 5.4 here0f or otherwise due hereunder. Augusta may, however, at its own cost
and expen.se and in its own name or in the name of the Seller, prosecute or defend any action or
proceeding or take any other action involving third persons which Augusta deems reasonably
necessary in order to insure the acquisition, construction and installation of the Project or to secure
or protect :lts right of possession, occupancy and use hereunder, and in such event the Seller hereby
agrees to l;ooperate fully with Augusta and to take all lawful action which is required to effect the
substitution of Augusta for the Seller in any such action or proceeding if Augusta shall so request.
This Agr{:ement is a "triple net" agreement requiring Augusta to pay all expenses, taxes, fees,
insurance premiums, rebate paYments and costs associated with the Project and this Agreement as
herein provided, without the right of Augusta to offset such against the obligations of others.
~
(c) Sale and Transfer. Augusta understands and agrees that pursuant to the Trust
Indenture, RCPF has sold and transferred this Agreement and all of its rights, title and interest
hereunder and in the Project and Funds and Accounts to the Trustee in trust for the benefit of the
owners from time to time of the Certificates, and Augusta assents to such transfer.
(d) Current Obligation Only. The provisions of this Section 4.4(d) shall apply
notwithst2nding any provisions to the contrary in this Agreement. The Installment PaYments and all
other pa}ments due hereunder constitute current expenses of Augusta, and Augusta's obligations
hereunder are from year to year only and do not constitute a mandatory paYment obligation of
Augusta in any ensuing Installment Sale Year beyond the current Installment Sale Year in
contravention of Official Code of Georgia Annotated Section 36-60-13, as amended. No provision
hereof shall be construed or interpreted as creating a general obligation or other indebtedness of
Augusta or the State within the meaning of any constitutional or statutory debt limitation. Neither
the execution, delivery, and performance of this Agreement nor the issuance of the Certificates
directly or indirectly obligates Augusta to make any paYments hereunder beyond those appropriated
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for Augusta's then current Installment Sale Year. No judgment may be entered against Augusta or
the State of Georgia for failure to pay any amounts due hereunder, except to the extent that Augusta
has theretofore incurred liability to pay any such amounts through its actual use of the Project or
through its lawful appropriations of such amounts.
(e) Provision for P~ent. To the extent permitted by law, Augusta reserves the right
to provide 1br prepaYment of Basic PaYments by making with the Trustee the deposit referred to in
Section 5.02 of the Trust Indenture.
Sedion 4.5. Title to the Project: Purchase Options.
(a) Augusta Holds Title During Term. During the Term of this Agreement, Augusta shall
hold title to that portion of the Project constituting real property and any and all additions which
comprise n:pairs, replacements or modifications, subject only to the Security Deed and to the Sellers
reverter in and to all rights, title and interest.lof Augusta it) and. to the Project and in all additions,
attachment:;, accessions, accessories, replacements, improvements and substitutions thereto~ now or
hereafter iU:quired together with the proceeds thereot: as contemplated by the Reverter Deed. Should
- - . any portion of the..P.r:o.jecLconstitute .pP..!SOnaLpr.l)p~"ty-..-then title to sur.h- personal property .shall ~- _ . _:
- - remain in the Seller until such.time as the-InstaIIment-PaymeRts-have-been paid-in-full.
(b) Title May Revert to Seller Upon Event of Default or Event ofNon-A1)propriation.
Upon the cCCUlTence of an Event of Default or an Event of Non-Appropriation and delivery of notice
in accordance with the Reverter Deed, all right, title and interest of Augusta in and to the Project shall
vest in the Trust for the benefit of the holders of the Certificates.
(c) Accelerated Purchase Options. Under the circumstances set forth in Section 5.3 (an
"Extraordinary Purchase Option"), and otherwise (a ''Voluntary Purchase Option"), upon thirty days'
prior written notice from Augusta to the Trustee, and provided that there is then existing no Event
of Default or event which with notice or lapse of time, or both, could become an Event of Default,
Augusta will have the right to prepay, in whole or in part, Basic PaYments on any Interest Payment
Date by paying to the Trustee, five days prior to such date, the then applicable Basic Payments due
as a result of such prepayment, and if Augusta has elected to terminate this Agreement in accordance
with Section 4.7, the Administrative Expense Payment and Supplemental PaYments equal to all
Administrative Expenses and interest to accrue with respect to the Certificates until redemption
thereof. Upon satisfaction by Augusta of such purchase condition and redemption of the Certificates
as provided in the Trust Indenture, the obligations of Augusta hereunder shall cease, terminate and
be void.
Section 4.6. Covenant as to Appropriation. In the event this Agreement is not otherwise
tenninated, Augusta covenants and agrees that it will cause the appropriate officer of Augusta (1) to
request tWLt the governing body appropriate, or detennine not to appropriate, the Minimum Annual
Appropriated Amount no later than December 1 of each calendar year, and (ii) to take such further
action (or cause the same to be taken) as may be necessary or desirable to assure the availability of
moneys appropriated to make all'payments due hereunder during the Instal1ment Sale Year, including
all such actions for such purpose as may be required under Official Code of Georgia Annotated,
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Section 36-60-13. Augusta further covenants to notify the Trustee in writing prior to the end of the
then current Installment Sale Year and promptly after the adoption of any preliminary or final budget
if there is any reason to believe that Augusta will not appropriate and have available the Minimum
Annual Appropriated Amount for the next succeeding Installment Sale Year. To the extent permitted
by law, Augusta hereby agrees that if it intends to terminate this Agreement pursuant to Section
4.3(c), its governing body shall adopt a resolution specifically making a determination not to
appropriatl:: the Minimum Annual Appropriated Amount; provided, however, failure to adopt such
resolution shall not be deemed to mean that this Agreement has not been terminated if an Event of
Non-Appropriation has occurred.
Sedion 4.7. Payments for Project: Termination of Aereement. Up_o_n the exercise by
Augusta of the prepaYment option pursuant.to. Section 4. 5( c) with respect to all of the Project then
subject to this Agreement, the satisfaction ofall conditions set forth in Section 4.5(c) and the paYment
of all other amounts due hereunder, Augusta shall be deemed to have tenninated this Agreement.
J
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Sedion 4.8. Establishment of Completion Date. The Completion Date shall be evidenced
to the Trustee by a Completion Certificate signed by an Authorized Augusta Representative stating
that,- exc.ept for.amounts..retained by_the Trustee at Augusta's direction to pay any e<;lst of the-Project __. -,__
not then due aIld ~ayable, (i) acquisition; ronstruction ,a.'1d installation .of the Project has been
completed and all costs oflabor, services, materials and supplies used in such construction have been-
paid, (Ii) all equipment for the Project has been installed, such equipment so installed is suitable and
sufficient fi)r the operation of the Project, and all costs and expenses incurred in the acquisition and
installation of such equipment have been paid, and (Iii) all other facilities necessary in connection with
the Projec;t have been acquired, constructed and installed and all costs and expenses incurred in
connection therewith have been paid. Notwithstanding the foregoing, such certificate shall state that
it is giveI11 without prejudice to any rights against third parties which exist at the date of such
certificate Dr which may subsequently come into being. Forthwith upon completion of the acquisition,
construction and installation of the Project, Augusta agrees to cause such certificate to be furnished
to the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum
equal to the amounts necessary for paYment of the costs of the Project not then due and payable
according to such certificate. If any such amounts so retained are not subsequently used, prior to any
transfer of said amounts to the PaYment Subaccount of the Principal Account of the Certificate
Payment Fund as provided below, the Trustee shall give notice to Augusta of the failure to apply said
funds for paYment of the costs of the Project. Any amount not to be retained in the Project Fund for
payment of the costs of the Project, and all amounts so retained but not subsequently used, shall be
transferred by the Trustee into the PaYment Subaccount of the Principal Account of the Certificate
PaYment Fund, provided that the Trustee is first furnished with an opinion of Bond Counsel to the
effect that such transfer is lawful and will not adversely affect the exclusion from federal income
taxation o,f intereSt; on the Certificates or this Agreement.
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[END OF ARTICLE IV]
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ARTICLE V
MAINTENANCE; TAXES; INSURANCE;
AND OTHER MATTERS
Section 5.1. Maintenance. Taxes and Assessments.
(a) Maintenance and Operation. During the term of this Agreement, Augusta shall, at its
own expen;;e, maintain, manage, and operate the Project and all the improvements therein in good
order, condition and repair, ordinary wear and tear excepted. Further, Augusta shall provide or cause
to be provided all security service, custodial service, janitor service, grounds keeping service, power,
gas, teleph,one, light, heating and water, and alLother public utility services.....1t is understood and
agreed that in consideration of the paYment by Augusta of the Installment PaYments herein provided
for, the Seller is only obligated to provide for the financing of the Project in the manner and to the
extent herei~ provided, and neither RCPF, the Trustee nor any holder of any Certificates shall have
....'0 '.any obHgation_to incur anyexpenc;e of any kind or character in colU'-ection with-the management, .
operation or maintenance of the Project during the term of this Agreement. Augusta shall keep the
Project and any and all improvements thereto free and clear of all liens, charges and encumbrances.
.&
:- ..--.
(0) Alterations. -Augusta -will not ro.alee any alterations, additions or i.:npro.vements-to the-
.- Project without the Sellers prior written consent; provided, hewever;--that if -suc.h alterations,
additions or improvements shall not diminish the value or utility of the Project, or impair the condition
thereot: beJ:ow the value, utility or condition thereof immediately prior to such alteration, addition or
improvem(:nt (assuming the Project was then of the value or utility and in the condition required to
be maintained by the terms of this Agreement), such written consent shall not be unreasonably denied.
Augusta may, at any time, remove and not replace such property, if no Default or Event of Default
has occun'ed and is continuing and such property (i) is in addition to, and not in replacement of or
substitution for, any property originally incorporated or installed in or attached to the Project on the
date hereof or any property in replacement ot: or substitution for, any such property, (n) is not
required to be incorporated or installed in or attached or added to the Project pursuant to this Section
5.1, and (iii) can be removed from the Project without diminishing or impairing the value, utility or
condition which the Project would have had at such time had such alteration, addition or
improvement not occurred.
(c) Liens and Taxes. Augusta shall keep the Project free and clear of all levies, liens,
mortgag~: and encumbrances except those created under the Security Deed, this Agreement and the
Trust Inde:nture. Augusta shall pay, when due, all charges and taxes (local, state and federal) which
may now I)r hereafter be imposed upon the leasing, rental, sale, purchase, possession, ownership or
use of the Project, whether imposed upon or payable by the Trustee, the Trust or Augusta, excluding,
however, all taxes on or measured by the Seller's income. If Augusta fails to pay said charges and
taxes when due, the Trustee shall have the right, but shall not be obligated, to pay said charges and
taxes. If the Trustee pays any charge or tax for which Augusta is responsible or liable under this
Agreement, Augusta shall reimburse the Trustee therefor plus interest on any unreimbursed amounts
from the date of paYment by the Trustee until the date of reimbursement.
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Sedion 5.2. Cooperation. The Trustee and Augusta shall cooperate fully with the other
at the expense of Augusta in filing any proof ofloss with respect to any insurance policy maintained
pursuant to this Article.
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Sedion 5.3. Insurance; Destruction or Damai:e to PrQject. Augusta will, at its ~xpense,
maintain at all times during the Term, fire and extended coverage and property damage insurance with
respect to the Project in an amount equal to the full insurable value of the Project, with deductible
amounts not in excess of$5,000, covering such risks, and with such insurers as Augusta shall deem
appropriat e. If in furtherance of its obligation under the preceding sentence Augusta procures an
insurance policy or participates in an "interlocal risk management program," as such term is defined-
in Official Code of Georgia Annotated Section 36-85-1, or.causes the Project to be covered under
an existing policy, each such insurance policy or pool will name Augusta as an insured and each of
the Trustee and RCPF or their respective assigns as an additional insured and loss payee, and will
contain a clause requiring the insurer to give the Trustee at least thirty days' prior written notice of
any altera'tion- in ~e terms of such policy or the canr.ellation th~reof 'f.he proceeds' of any such . . '.' ~,
insurance policies will be payable to Augusta, the Trustee, RCPF or their respective assigns,
including, particularly, the Trustee, as their interests may appear.
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I
In the event of any loss, theft, destruction, damage, vandaJiJ11\ - injury or accident involving - -.
the Project or in the event that title to, or- the tempor'ary or permanent use ot: the Project or any
portion thereof shall be taken under the exercise of the power of eminent domain by any
governmental body or by any person, firm or corporation acting under governmental authority, prior
to the paym,ent of all the Installment PaYments specified in this Agreement, Augusta will (i) promptly
provide the Trustee with written notice thereof and make available to the Trustee all information and
documentation relating thereto, (ii) promptly use the net insurance proceeds received in connection
with such l:;asualty if any, together with other funds (mcluding Augusta's own funds as described in
this Section) (A) to repair or restore the Project to its condition prior to such casualty; (B) to replace
the Project with a similar project; or (C) to exercise its purchase option with respect to the Project
under Section 4.5 and (Iii) promptly upon satisfaction of the requirement set forth in clause (ii) above
certify to the Trustee in writing that any replacement facility is as valuable as the Project. Augusta
shall be o'bligated to pay the Trustee for deposit into the Project Fund an amount equal to the
difference iin the value of the Project immediately before the casualty occurred (assuming the Project
was then of the value or utility and in the condition and repair required to be maintained by the terms
thereof) and the value of the Project after such replacement and repair or to exercise its payment
option und:er the terms of Section 4.5 hereof. In the event of any loss, damage, theft, vandalism or
destructio:n of the Project or any part thereof prior to the paYment in full of the unpaid Installment
PaYments specified in this Agreement, and the proceeds of any insurance maintained hereunder are
insufficient: to repair or replace the Project so damaged, Augusta shall (i) exercise its purchase option
under Se<:tion 4.5 hereof or (ii) fuUy repair the Project to its condition prior to such loss, theft,
damage, vandalism or destruction or replace it, using its own funds. The Trustee shall not be
responsibl.e for the sufficiency of any insurance herein required and shall be fully protected in
accepting I?ayment on account of such insurance or any adjustment, compromise, or settlement of any
loss agreed to by the Trustee.
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Section 5.4. Administrative Expenses. Augusta acknowledges that, as provided in
Section 3.07 of the Trust Indenture, the Administrative Expense PaYments due hereunder or under
the Trust Indenture will be adjusted from time to time and together with certain other paYments due
hereunder or under the Trust Indenture, will be billed to Augusta annually. Notwithstanding such
billing proo~ures. Augusta hereby acknowledges and agrees that such billing procedures ~e being
undertaken for the convenience of Augusta, and Augusta covenants and agrees to pay its
Administrative Expenses as the same become due and payable.
Sedion 5050 Environmental RepresentatioQs and Covenants. Augusta hereby represents
that:
.... , ;-'
l" r"
(a) To the best ofits knowledge, after due inquiry, no litigation, investigation or
.3.drninis.trative or other proceeding of any kind, before or by-any GovernmentalCorpomtion-.
or private party relating to (i) any environmental, health or safety Requirement of Law, (ii)
any Remedial Action, (ill) any Liabilities and Costs arising from the Release or threatened
Rdease of Con.ta.'11inant into -the enyi..roRffi~r~cr. ~Yvt-aay.ctk-r -L-iabilities-Gnd Costs arising-.
from or ceIW'i'ming environmental, health or '3cl'ety--issues 'or conditions irpending-or-
tlueatened against or involving the Project~ . -.-..
...: ,
(b) Except as set forth in Exhibit D, Augusta is not subject to any judgment,
injunction, writ, order or agreement respecting (i) any environmental, health or safety
Requirement of Law, (n), any Remedial Action, (ill) any Liabilities and Costs arising from the
Rdease or threatened Release of a Contaminant into the environment, or (iv) any other
Liabilities and Costs arising from or concerning environmental, health or safety issues or
conditions arising from a violation oflaw. In addition, Augusta is not now aware, after due
inquiry, of any grounds on which such a judgment, order or agreement might be based.
(c) Augusta has taken all steps necessary to detennine and has determined that
no Contaminants have been disposed of on the Project in any material manner and that there
h~lts been no Release of any Contaminant on, from, under or to the Project other than in
compliance with applicable law.
(d) The operations or other activities of Augusta will not result in the disposal or
other Release of any Contaminant on or from the Project: other than in all cases in compliance
with applicable law.
(e) Augusta has not received any notice or claim or information to the effect that
it is or may be liable to any Person as a result of the Release or threatened Release of a
Contaminant into the environment in violation of applicable law.
(t) No Environmental Lien has been attached to any of the Project.
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(g) Except as may be disclosed in the environmental report for the Project
provided by Augusta to the Seller, the Project does not contain any asbestos or PCB
containing material in violation of applicable law.
The operations or other activities of Augusta shall not result in the disposal or other ~e1ease
of any Contaminant on or from the Project other than in compliance with all current and future
applicable ,environmentallaws and Augusta shall not engage in any activities that will result in the
violation of any current or future environmental laws. Augusta shall obtain from time to time all
permits required under current or future environmental laws so that the operations of Augusta will
be in accordance with such laws.
Augusta will make available for inspection from time to time all docu'ments "and information
in their possession and control regarding activities and conditions relating to the Project and other
assets which may result or may have resulted in noncompliance with, or liability under, any
RequiremeJlt of Law. ~. .;. . co . " '~ ..
Augusta shall not store, locate, generate, produce, process, treat, transport, incorporate,
.. -discharge, e:mit,-r,dease;, deposit or ,dispG~cl..~JlY Hazardc~bZW1re h~~on, umler, ov~r m--n-om '_'--"-
the-Project ,nt-her than in accordance with all applicable Environmental Regulations,~'iI'dfrllot permit. - __
any Hazard,ous Substance to be stored, located, generated; produced, processed, treated, transported,
incorporated, discharged, emitted, released, deposited, disposed of or to escape therein, thereupon,
thereunder, thereover or therefrom other than in accordance with all applicable Environmental
Regulatioru~ shall cause all Hazardous Substances found thereon to be properly removed therefrom
and properly disposed of in accordance with all applicable Environmental Regulations, shall not install
or permit to be installed any underground storage tank therein or thereunder other than in accordance
with all applicable Environmental Regulations, and shall comply with all Environmental Regulations
which are applicable to the Project. At any time, and from time to time, if the Seller so requests,
based upon its reasonable judgment that changed circumstances raise environmental questions or
concerns, t:ne Project shall have any environmental review, audit, assessment and/or report relating
!to the Project theretofore provided by Augusta to the Seller updated, at the sole cost and expense of
Augusta, by an engineer or scientist acceptable to the Seller, or shall have such a review, audit,
assessment and/or report prepared for the Seller, if none has previously been so provided. Augusta
shall indemnify the Seller and shall hold the Seller harmless from, and shall reimburse the Seller for,
any and all I claims, demands, judgments, penalties, liabilities, costs, damages and expenses, including
court costs and attorneys' fees directly or indirectly incurred by the Seller (prior to trial, at trial and
on appeal) in any action against or involving the Seller, resulting from any breach of the foregoing
covenants, .or from the discovery of any hazardous Substance, in, upon, under or over, or emanating
from, the P:roject, whether or not Augusta is responsible therefor, it being the intent of Augusta that
the Seller shall have no liability or responsibility for damage or injury to human health, the
environment or natural resources caused by, for abatement and/or cleanup of: or otherwise with
respect to, Hazardous Substances by virtue of their interests in the Project created by this Agreement
or otherwi.se, or hereafter created, or as the result of the Seller exercising any of their rights or
remedies with respect thereto hereunder or under any other instrument, including but not limited to
becoming the owner thereof by foreclosure or conveyance in lieu of foreclosure. The foregoing
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representati.ons, warranties and covenants of this Section shall be deemed continuing covenants,
representatk>ns and warranties for the benefit of the Seller and any successors and assigns thereot:
including but not limited to any transferee of the title of the Seller and any subsequent owner of the
Project, and shall survive the satisfaction of release of this Agreement, or under any other instrument,
and/or any acquisition of title to the Project or any part thereof by the Seller by deed ~ lieu of
foreclosure or otherwise. Any amount covered by the foregoing indemnification shall bear interest
from the date incurred at a fate of 1.0% above the highest rate of interest borne by any Certificate
during the 365 days prior to the date on which such indemnification obligation was incurred, or, if
less, the maximum rate permitted by law, and shall be payable on demand. The provisions of this
paragraph :;hall apply to the fullest extent permitted by the Constitution and laws of the State of
Georgia
. ..:
An)thing hercin to the contrary notwithstanding, the liability of Augusta for a breach of any
of the cov~:nants or indemnification provisions contained in this Section 5.5 shall be limited to the
value of the Project and the Seller shall r,01 muke n daim for.reco..very thereon. against any property
or assets of Augusta other than the Project.
-.r- "Contu..nin-:U1t'~ sh~ m~ :l."1Y waste, po!!um."}t-.cr.-h~dous substance, ClS-those te~-ar-e-,... . -- ~
- - -.......~sfined in the Comprehensive Envirop.memaI- Response, Thmpehsationand-tiaOility Act;-a:s- amemiOO,
42 U.S.C. ' 9601,.et ~., regulations pmmulgated thereunder and any applicable state statutes, and
any toxic substance, solid or hazardous waste as defined in RCRA and any applicable state statutes,
special waste, petroleum or petroleum-derived substance, radioactive material or waste,
polychloriIJlated biphenyls (PCBs), asbestos, or any constituent of any such substances or wastes.
"Environmental Lien" shall mean a lien in favor of any governmental entity for (i) any liability
under fed~:fal or state environmental laws or regulations or (Ii) damages arising, from, or costs
incurred by such governmental entity in response to, a Release or threatened Release of a
Contaminant into the environment.
"Environmental Regulation" means any federal, state or local law, statute, code, ordinance,
regulation, requirement or rule relating to dangerous, toxic or hazardous pollutants, contaminants,
chemical waste, materials or substances.
IlGovernmental Corporation" shall mean any nation or government, any federal, state, local
or other political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.
"Hazardous Substances" means dangerous, toxic or hazardous pollutants, contaminants,
chemicals. waste, materials or substances as defined in Environmental Regulations, and also any
ureaformaldehyde, polychlorinated biphenyls, asbestos, asbestos containing materials, nuclear fuel
or waste, radioactive materials, explosives, carcinogens and petroleum products, or any other waste,
material, substance, pollutant or Contaminant which would subject the owner or mortgagee to any
damages, penalties or liabilities under any applicable Environmental Regulation.
"Indemnified Parties" shall mean RCPF and the Trustee. .
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"Liabilities and Costs" shall mean all liabilities, obligations, responsibilities, losses, damages,
costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of
investigation and feasibility studies), fines, penalties, monetary sanctions and interest.
"Release" shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, disposing, depositing or dispersing into the indoor or outdoor
environment or into or out of the Project, including, but not limited to, the movement of
Contaminants through or in the air, soil, surface water, groundwater or the Project and the
abandonme:nt or discard or barrels, containers and other open or closed receptacles containing any
Contamina1l1t.
"Remedial Action" shall mean' actions related to (i) cleaning up, removing, treating or in any
other way addressing Contaminants in the indoor or outdoor environment; (ii) preventing or
minimizing the Release or threat of Release of Contaminants so that Contaminants do not migrate or
endanger or threaten to endanger pl.iblich.eaIth or welfare Of, thp, indooc.or outdoor environment; and
(ill) collecting environmental data or performing pre-remedial studies and investigations .and
performing operations and maintenance and post-remedial monitoring and care.
,.
, .
"Requirement of :law" shall mean any fcderaI;-state-or-Iocal statute,ordmance, rule or
. regulation, any judicial or administrative order (whether or not on consent), request or judgment, any
common law doctrine or theory, and any provision or condition of any Permit or other binding
detennination of any Governmental Corporation.
.;.
[END OF ARTICLE V]
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ARTICLE VI
DISCLAIMER OF WARRANTIES; INDEMNIFICATION
Section 6.1. Disclaimer of Warranties. NEITHERRCPFNOR THE TRUSTEE MAKES
ANY WARRANTY OR REPRESENTATION, ErmER EXPRESS OR IMPLIED, AS TO THE
VALUE, DESIGN, CONDmON, MERCHANTABILITY OR FITNESS OF THE PROJECT FOR
ANY PARTICULAR PURPOSE OR FOR THE USE CONTEMPLATED BY Augusta. In no event
shall RCPF or the Trustee be liable for incidental, indirect, special or consequential damages, in
connection with or arising out of this Agreement for the existence, furnishing, functioning of
Augusta's ure and possession of the Project.
"
Section 6.2. Augusta' s RiI:i1~ to Enforce Warranties. The Seller hereby irrevocably
appoints Augusta its agent and attorney-in-fact during the Term of this Agreement, so long as
Augusta shall not be in default hereunder, to assert from time to time whatever claims and rights,
including \vithout limitation, warranty claims,~claims l'or indemnification and claims for breach of any ~
representations respecting the Project which the Seller may have against any vendor or contractor.
Augusta's sole remedy for the breach of any such warranty, indemnification or representation shall
,--'-,.- -hoe ~gainst.the vender or-contmctcr....:ith.respecnhereto; and-not against ths-Seller,-nGf-'Shall-sueh--_._ - .
matter have: nn.y effect whatsoever on the rights and-obligations of the $@ller with respect to this ;;;-. .
Agreement, including the right to receive full and timely Installment Payments and all other paYments
due hereunder. Augusta shall be entitled to retain any and all amounts recovered as a result of the
assertion of any such claims and rights, provided that Augusta shall apply such of the amounts as may
be required to the repair of defects or omissions in the Project that occasioned such claims. The
Seller shall, upon Augusta's request and at Augusta's expense, do all things and take all such actions
as Augusta may request in connection with the assertion of any such claims and rights.
Section 6.3. Release and Indemnification Covenants. To the extent permitted by law,
and subject to the limitations contained in Section 5.5 hereot: Augusta shall and hereby agrees to
indemnifY and save RCPF, the Trustee and any successors, assigns or subrogees harmless from and
against any and all claims, losses, damages, actions, proceedings, expenses, or liabilities, including
reasonable legal fees and expenses and court costs, arising in connection with the Project including
but not limited to claims, losses, damages, actions, proceedings, expenses, or liabilities arising out of
(i) the use, maintenance, condition or management of: the Project by Augusta, (Ii) any breach or
default on the part of Augusta in the performance of any of its obligations under this Agreement, (ill)
any act or negligence of Augusta or of any ofits agents, contractors, servants, employees or licensees
with respect to the Project, (iv) any act or negligence of any assignee or sublessee of Augusta with
respect to the Project, or (v) the acquisition, construction and installation of the Project or the
authorization of payment of the costs thereof by Augusta. No indemnification of the Seller is made
under this s.:lCtion or elsewhere in this Agreement for claims, losses or damages, including legal fees
and expenses arising out of the willful misconduct, negligence, or breach of duty under this
Agreement by the Seller, its officers, agents, employees, successors or assigns.
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In case any action is brought against any llndemnified party in connection with any matter
contemplated under this Section 6.3 or Sections 6.4 or 6.5 hereunder, and it notifies Augusta of the
commencement thereot: Augusta will be entitled to participate in, and, to the extent that it chooses
to do so, to assume the defense thereof (mcluding the employment of counsel), and Augusta shall
assume the payment of all fees and expenses relating to such defense and shall have the right to
negotiate and consent to settlement thereof .
Secltion 6.4. Indemnification of Trustee. Without limitation of Augusta's obligations
under Section 6.3 hereot: Augusta agrees to the extent permitted by law and subject to the limitations
set forth in Section 5.5 hereot: to indemnify and hold the Trustee harmless from any and all liability, .
loss, damag,e,. costs and expenses of any nature (mcluding interest and. reasonable counsel fees) arising
out of or in connection with the Trustee's obligations and duties, or those of its employees or agents
arising from. its perfonnance under the Trust Indenture, except for costs, expenses, fees and liabilities
arising out of the Trustee's negligence or breach of the duties of care herein specified. This indemnity
<. includes, but is not limited to, any re1SOoable action,taken or omitted within the scope ,of the Trusk, 'i1
Indenture o:r any action taken or omitted upon oral, telephonic or written instructions (authorized in
the Trust Indentur~) received or reasonably believed to have been received from Augusta or any
u.uthorized rcpi~seiitutiy~ of Augusta. .. :-- --- '-' -----. - --- ~-:.:
Section 6.5. Certain Indemnifications. Without limitation of Augusta1s obligations under --'-.
Section 6.3,. Augusta further agrees to the extent permitted by law and subject to the limitations set
forth in Section 5.5 hereot: to indemnify and hold the Trustee and RCPF harmless from and against
any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever which the
Trustee and. RCPF may incur (or which may be claimed against the Trustee or RCPF by any person
or entity whatsoever) by reason of or in connection with
(a) the failure of Augusta to pay, perform or comply with the covenants or conditions in
this Agreement or the Trust Indenture;
(b) the breach by Augusta of any representation or warranty of Augusta contained in this
Agreement or made by Augusta in connection herewith; and
( c) enforcing any covenants of Augusta or conditions applicable to Augusta in this
Agreement or the Trust Indenture.
Sedion 6.6. Limitation. Notwithstanding any provision of Sections 5.7,6.3,6.4 and 6.5
hereof to the contrary, indemnification obligations of Augusta hereunder are payable only from
amounts that may be appropriated by Augusta, or after an Event of Non-Appropriation or Event of
Default, from the realization of the Project as collateral.
[END OF ARTICLE VI]
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ARTICLE vn
SUCCESSORS, ASSIGNMENT, PLEDGING, SALE, AND AMENDMENT
Sedion 7.1. Assil:nment by RCPF. Pursuant to the Trust Indenture, RCPF,
simultaneously with the execution and delivery of this Agreement, has transferred, assi~ed and
otherwise conveyed to the Trustee without recourse (but without limitation of its obligations in the
Trust Indenture) all the right, title and interest ofRCPF in and to this Agreement, the Installment
Payments and RCPFs interest in and to the Project (including without limitation the interest retained
in the Revl~rter Deed), and in the Funds and Accounts. Except for such assignment to the Trustee
as provid(:d in the Trust Indenture, RCPF will not assign this Agreement, its right. to receive
Installment Payments from Augusta, or its duties and' obligations hereunder to any other person, firm
or corporation without an opinion of Bond Counsel to the effect that the proposed assignment will-
not adversely affect the exclusion from gross income for federal income tax purposes of the
Supplemental Payments. In addition, no assignment or reassignment of any ofRCPFs right, title,
,:. '. obligations or interest in !big Agreement or the Project shall be effective unless.2.nd!Until Augusta shall . <.
have received a duplicate original counterpart of the document by which the assignment or
reassignment is made, disclosing the name and address of each such assignee; provided, however, that
._~-_.. ~-='. if-Mict assignm~iit is made to a bank or t:Im1.company:as-trnstee of'paying-agent--oi"escrow-agmtf6F-- - ---
,~. - - - holders of-the Certificates, it shall be sufficient that a copy of the agency or trust agreement-shall have
---. been deposited with Augusta. Augusta hereby acknowledges receipt of the Trust Indenture for
purposes of this Section and hereby agrees to perform in accordance with the provisions of the Trust
Indenture. During the term hereof: Augusta shall keep, or cause to be kept, a complete and accurate
record of all such assignments and reassignments received in form necessary to comply with Section
149(a) of the Code, and the regulations, proposed or existing, from time to time promulgated
thereunder.
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Upon such assignment all references herein to RCPF shall be deemed to be references to the
Trustee, and the owners of the Certificates shall have the right to proceed directly against Augusta
for their proportionate share of the Installment Payments.
StdiOIll 7.2. No Assignment by Augusta: Leasing. This Agreement may not be assigned
by Augusta. Augusta may lease all or part of the Project, with the prior written consent ofRCPF
subject to all of the following conditions:
(i} No such lease shall modify or limit any right or power of RCPF or the Trustee
hereunder or under the Trust Indenture and all of the obligations of Augusta hereunder, including
Augusta's obligations to make the Installment PaYments, and any other amounts due hereunder, shall
continue iin full force and effect;
(Ii.) Augusta shall, within thirty days after the delivery thereat: furnish or cause to be
furnished to RCPF or its assignee and to the Trustee a true and complete copy of such lease;
(m) No lease by Augusta shall cause the Project to be used for a purpose other than a
govemffil~nta1 or proprietary fuitction authorized under the provisions of the laws of the State, and
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(iv) RCPF and the Trustee shall have received an opinion of Bond Counsel to the effect
that the exc:tusion from gross income of interest on the Certificates for federal income tax purposes
will not be adversely affected by such leasing.
(v) Notwithstanding the foregoing, no additional consent ofRCPF shall be required for
the creation of tenancies at will or other tenancies of one year or less for minor portions of the' Project
for provision of space to organizations providing services related to the conduct of municipal
functions.
Sec:tion 7.3. Amendment. Augusta will not alter, modifY or cancel or agree or consent to
alter, modify or cancel this Agreement except as permitted by this Agreement and the Trust
Indenture.
[END OF ARTICLE Vll]
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ARTICLE VITI
EVENTS OF DEFAULT, NON-APPROPRIATION, AND REMEDffiS
Section 8.1. Events of Default Defmed. The following shall be "Events ofDefa.ult" under
this Agreement and the terms "Events of Default" and "Default" shall mean, whenever they ~e used
in this Agreement, anyone or more of the following events:
(i) Failure by Augusta to pay any paYment required to be paid hereunder and to be
received by the Trustee on or before the date required for such payment; provided, however, Augusta
shall have fbrty-five days to cure any failure to pay the Termination PaYment required pursuant to the
second sentence of Section 4.4(a)(3).
(ii)
or 5.3.
Failure by Augusta to observe and perform any of its obligations under Sections 4.6
(ill) Failure by Augusta to observe rind perform any other covenant, condition or
agreement on its part to be observed or performed in the Trust Indenture or herein or otherwise with
,--~~. ~~~~~ ~ respect hereto, outer than as referred.to m..slut:ue (i)-~r (:i)-of -*!~ Sootier.,- far-~-pG8ed-Gf.thirty days:-
after writt'~iinotice specifying. such failure and requesting that-it be remedied has been giverrto --
Augusta by the Trustee; provided, however, if the failure-stated in the notice cannot be corrected
within the applicable period, the Trustee shall not unreasonably withhold its consent to an extension
of such time if corrective action is instituted by Augusta within the applicable period and diligently
pursued until the default is corrected.
(iv) The failure of Augusta generally to pay its debts as the same become due or the filing
by or against Augusta of a case in bankruptcy, or the subjection of any right or interest of Augusta
under this Agreement to any execution, garnishment or attachment, or adjudication of Augusta as a
bankrupt, or assignment by Augusta for the benefit of creditors, or the entry by Augusta into an
agreement of composition with creditors, or the filing of a petition applicable to Augusta in any
proceedings instituted under the provisions of the federal bankruptcy code, as amended, or under any
similar federal or State act which may hereafter be enacted.
(v) The Project shall not be subjected to any lien, encumbrance, transfer or conveyance
without the written consent of the Trustee.
Su:tion 8.2. Remedies on Default and Non-Appropriation. Whenever any Event of
Defiwlt referred to in Section 8.1 hereof shall have occurred and is continuing, or an Event of Non-
Appropriation shall have occurred, the Trustee or its assigns may take anyone or more of the
following remedial steps:
(a) The Trustee may declare all installments of amounts payable under Section 4.4(a) and
all Administrative Expense Payments payable under Section 5.4 for the remainder of the then current
Installment Sale Year to be immediately due and payable, whereupon the same shall become
nmmediatdy due and payable. If all paYments payable under Section 4.4(a) for the remainder of the
then cummt Installment Sale Year are accelerated pursuant to this Section 8.2(a), the amount then
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due and payable by Augusta as accelerated paYments shall be the sum of (1) the aggregate Basic
PaYments due in the then current Installment Sale Year, (2) the aggregate Supplemental PaYments
due in the then current Installment Sale Year, (3) the Termination PaYment, and (4) any other
amounts which may be owing to the Trustee pursuant to this Agreement, including, without
limitation, Section 5.4, for the then current Installment Sale Year;
(b) The Trustee shall transfer all moneys on deposit in the Project Fund to the Redemption
Subaccount of the Principal Account of the Certificate PaYment Fund;
(c) 1be Trustee may exercise its remedies under the Reverter Deed and take. possession
of the Project with or without terminating this Agreement (provided, however, this Agreement shall
be terminatl~ only upon an Event of Non-Appropriation or in accordance with the terms of Section
4.3) and without any liability to Augusta for such repossession, and lease or sell all or any portion of
the Project; the Trustee shall deposit in the Redemption Subaccount of the Principal Account of the
CertiJicate Payment Fund pursuant to the Tmst Indenture all Liquidation Proceeds received pursuant
to the exercise of such remedy.
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n - (d) The -Trustee may require Augusta to furnish .copies - of all books -and records ,of-" -
Augusta pertaining to the Project; and
(e) The Trustee may take whatever action at law or in equity which may appear to the
Trustee necessary or desirable to collect the amounts then due and thereafter to become due, or to
enforce performance and observance of any obligation, agreement or covenant of Augusta under this
Agreement.
Sedion 8.3. Non-Appropriation. Upon an Event of Non-Appropriation, Augusta shall
not be obligated to make the Installment PaYments and other paYments provided for herein beyond
the last day of the Installment Sale Year in which such Event of Non-Appropriation occurred. Upon
the occun~ence of an Event of Non-Appropriation, Augusta shall give immediate written notice
thereof to the Trustee.
Sedion 8.4. Surrender oftbe Project. The parties hereto agree that, upon the exercise
of the right of reverter under Section 3.1 by the Trustee, Augusta shall have all responsibility for
surrendering the Project. WIthin ten days after the occurrence of an Event of Non-Appropriation or
an Event of Default, Augusta shall surrender the Project to the Trustee.
Section 8.5. No Remedy Exclusive. No remedy conferred herein upon or reserved to the
Trustee is iintended to be exclusive 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.
No delay clr 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 ii-om time to time and as often as may be deemed expedient. In order to entitle the Trustee
to exercise: any remedy reserved to it in this Article, it shall not be necessary to give any notice, other
than such notice as may be required in this Article or by law.
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Section 8.6. Aueement to p~ Attom~' Fees and Expenses. In the event either party
to this ~ment should default under any of the provisions hereof and the non-defaulting party or
the Trustee should employ attorneys or incur other expenses for the collection of moneys or the
enforcement of performance or observance of any obligation or agreement on the part of the
defaulting pluty contained herein, the defaulting party agrees that it will on demand therefor pay to
the non-defhulting party the reasonable fees of such attorneys and such other expenses so mcurred
by the non-defaulting party.
Section 8.7. No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Agreement should be breached by either-party and thereafter waived by the other
party or the Trustee, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other breach hereunder.
[END OF ARTICLE VllI]
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ARTICLE IX
MISCELLANEOUS
Section 9.1. Notices. All notices, certificates or other communications hereunder shall be
sufficiently given and shall be deemed to have been received five (5) business days after depo~it in the
United States mail in certified form, postage prepaid, at the following addresses:
If to Augusta:
Augusta, Georgia
530 Greene Street
Augusta, Georgia 30901
Attention: Charles R Oliver, Administrator
If to RCPF:
Richmond County Public Facilities, Inc.
c/o Burnside, Wall, Daniel, Ellison & Revell
454 Greene Street
Augusta, Georgia 30901
Attention: James B. Wall
If to the Trustee:
Regions Bank
Corporate Trust Department
Sixth Floor
417 North 20th Street
Birmingham, Alabama 35203
Any party, by notice given hereunder, may designate different addresses to which subsequent
notices, certificates or other communications will be sent.
Section 9.2. Bindina: Effect: Assii:nment. This Agreement shall inure to the benefit of
and shall b~ binding upon RCPF and Augusta and their respective successors and the assigns of
RCPF. This Agreement may not be assigned by Augusta.
Section 9.3. Severability. In the event any provision of this Agreement shall be held
invalid or unenforceable by a court of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof.
Section 9.4. Amendments. Changes and Modifications. This Agreement may not be
amended or any ofits terms modified without the written consent of Augusta, the Trustee and RCPF.
Section 9.5. Further Assurances and COlTeCtive Instruments. The Seller and Augusta
agree that t:l1ey will, from time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such supplements hereto and such further instruments as may
reasonably be required for correcting any inadequate or incorrect description of the Project or
intended so to be or for carrying out the expressed intention of this Agreement.
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Section 9.6. Execution in Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original and all of which shall constitute one and the same
mstrument.
Section 9.7. Applicable Law. This Agreement shall be governed by and conspued in
accordance: with the laws of the State.
][N 'WITNESS WHEREOF, Augusta and RCPF have caused this Agreement to be executed
m their respective corporate names and their respective corporate seals to be hereunto affixed and
attested by their duly authorized officers,_ all as of the date first above written.
Signed, sealed and delivered
in the prCSl~nce of
RiCHMOND COUNTY PUBLIC FACILITIES, INC.
By:_
Unofficial Witness
Title
President
Attest:
Title
Secretary
Notary Public
My Commission Expires:
[SEAL]
[NOT ARlAL SEAL]
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Signed, seal.ed and delivered
in the presence of
AUGUSTA, GEORGIA
By:
Unofficial'Vitness
Its
. Mayor
Attest:
Its
Clerk
Notary Public
My Commission Expires:
[NOTARIAL SEAL]
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[S E AL]
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EXHIBIT " A"
Basic Terms
INST ALL?\ffiNT SALE AMOUNT:
Deposit to Project Fund (for Construction)
$1,636,079.55
Cost of (ssuance
34,100.00
Pre-Sale Cost Amount
34,820.45
'T' _....,.,,1
.Lv,","
$1,-705,000.00
MINlMlTh1 ANNUAL APPROPRIATED AMOUNT (FY 1998):
Annual Installment PaYment Amount
$82,864.44
Minimum Annual Administrative Expense Amount
1,500.00
Termination PaYment Amount*
o
Totc~
$84.364.44
* TemIination PaYment Amount must be appropriated each year, but would be payable only in
the Event of Default or Event of Non-Appropriation under Augusta's Installment Sale
Agreement.
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BASIC SUPPLEMENTAL
DUE PAYMENT PAYMENT PERIOD REMAINING
DATE (rRINCIPAL) (INTERES'() TOTAL BALANCE
12/31/98 37,723.62 45,140.82 82,864.44 1,667,276.38
1998 Total 37,723.62 45,140.82 82,864.44
6/30/99 39,442.08 43,422.36 82,864.44 1,627,834.30
12/31/99 39,766.62 43,097.82 82,864.44 1,588,057.68
1999 Total 79,208.70 86,520.18 - 165,728.88
6130/2000 41,276.48 41,587.96 82,864.44 1,546,791.20
12/31/2000 41,912.29 40,952.15 82,864.44 1,504,878.91
2000 Total 83,188.77 82,540.11 165,728.88 , ' . . !
6/30/2001 43,671.54 39,192.90 82,864.44 1,461,207.37
12/31/2001 44,178-.16 38,686:28- , -.. --82,864.44 1,41.7,029..21 - "-- ~----' .
2001 T otai 87,849.70 77-,879.18- 165,728.88 --~ -
6/30/2002 45,959.49 36,904.95 82,864.44 1,371,069.72
12/31/2002 46,564.51 36,299.93 82,864.44 1,324,505.11
2002 Total 92,524.10 73,204.78 165,728.88
6/30/2003 48,369.18 34,495.26 82,864.44 1,276,135.93
12/31/2003 49,078.03 33,786.41 82,864.44 1,227,057.90
2003 Total 97,447.21 68,281.67 165,728.88
6/30/2004 50,730.52 32,133.92 82,864.44 1,176,327.38
12/31/20~~ 51,720.52 31,143.92 82,864.44 1,124,606.86
2004 Total 102,451.04 63,277.84 165,728.88
6/30/2005 53,575.30 29,289.14 82,864.44 1,071,031.56
12/31/2005 54,508.29 28,356.15 82,864.44 1,016,523.27
2005 Total 108,083.59 57,645.29 165,728.88
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6/30/2006 56,390.22 26,474.22 82,864.44 960,133.05
12/31/2006 57,444.38 25,420.06 82,864.44 902,688.67
2006 Total 113,834.50 51,894.28 165,728.88
6/30/2007 59,354.92 23,509.52 82,864.44 843,333.75
12/31/2007 60,536.71 22,327.73 82,864.44 782,797.04
2007 Total 119,891.63 45,837.25 165,728.88
6/30/2008 62,364.73 20,499.71 82,864.44 720,432.31
12/31/2008 63,790.59 19,073.85 82,864.44 666,541.72
2008 Total 126,155.32 39,573.56 165,728.88 .
6/30/2009 65,762.94 17,101.50 82,864.44 590,878.78
I- 12/31/2009 67,220.60 15,643.84 82,864.44 523,658.18
! 2009 Total 132,983.54 32,745.34 165,728.88
---.-~-'.. -" ... 6/30/2010 69,226.34 13,638.-10. .82;864.44 454,43-1..84
12/31/2010 70,833.10 12,031.34 82,864.44 383,598.74 .
2010 Total 140,060.44 25,668.44 - 165,728.88
6/30/2011 72,874.04 9,990.40 82,864.44 310,724.70
12/31/2011 74,637.83 8,226.61 82,864.44 236,086.87
2011 TouJ 147,511.87 18,217.01 165,728.88
6/30/2012. 76,681.86 6,182.58 82,864.44 159,405.02
12/31/2012 78,644.10 4,220.34 82,864.44 80,760.92
2012 Total 155,325.95 10,402.93 165,728.88
6/30/2013; 80,760.92 2,103.33 82,864.25 0.00
2013 Total 80,760.92 2,103.33 82,864.25
NOTE:
This schedule of paYments is based upon the assumption that the Supplemental
PaYment (Interest) will remain constant at the rate in effect at the time ofissuance of
5.18%. In fact, the Supplemental PaYment (Interest) will be adjusted on January 1,
2004 and January 1, 2009 and at those time this schedule of paYments shall be
adjusted based on the outstanding principal balance, the Adjusted Rate and the
remaining Term to determine the amount of equal semi-annual installments to payoff
the total of the Basic PaYments (principal) and the Supplemental PaYments (Interest)
assuming that the Adjusted Rate then in effect remains unchanged throughout the
remaining term.
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EXIllBIT "B"
Project Description
The Project shall consist of renovations to the Augusta Golf Course including the following:
1. Complete irrigation system replacement.
2. New clubhouse and cart storage building.
3. New maintenance shop.
4. New practice range and putting green.
5. Redesign the 15th and 18th holes.
6. Parking and cart path improvements.
7. Demolition of the existing clubhouse.
This, work shall be done in accordance with the Improvement Plan for Augusta Golf Course
dated N o\'ember 3, 1997, the description of the land constituting the Augusta Golf Course is as
follows:
ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being
in Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing
142.00 acres, more or less, and being bounded as follows:
On the North, by the following tracts ofland: (1) property of Brickle, Huffinan, and Huffinan,
and property of Samples, which property is shown as a consolidated tract of land on a plat recorded
the Office IJfthe Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11 U, page
319 (the "Brickle Property"); and (2) by property of Augusta-Richmond County, Georgia known as
the "Danid Field Airport", and as shown on a plat dated February 28, 1987, prepared by James G.
Swift & A;;sociates which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the
"Airport Property").
On. the East, by the Airport Property and by the right-of-way of Highland Avenue.
On, the South, by the right-of-way of Damascus Road; and
On the West, by the following tracts ofland: (1) property of Garren and Nordmann, as shown
on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty
Reel 259, page 1729, in said aeck's Office; (2) property of Donahue which is shown on a plat dated
April 17, 1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages
2253-2254, in said aerie's Office; (3) property of Donahue which is shown on a plat dated February
2, 1989, prepared by George L. Godman & Associates and recorded in Realty Reel 305, page 1439,
in said Cl(:rk's Office; (4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995,
and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the
property depicted on that certain plat dated November 26, 1968, last revised December 18, 1974,
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prepared by Baldwin & Cranston Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546,
in said Clerk's Office;(5) property of Augusta-Richmond County, Georgia acquired by deed dated
August 4, 1994, and recorded in Realty Reel 467, pages 370-372, in said Clerk's Office, and shown
on that certain plat recorded in Realty Book .17B, page 409, in said Clerk's Office; and (6) the Brickle
Property .
REFERENCE is hereby made to the recorded plats and deeds referenced above for a more
complete and accurate description as to the metes, bounds and location of the subject property.
THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax
records of Augusta-Richmond County, Georgia
SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the
subject property in a general north-south direction.
B - 5
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EXHIBIT "C"
STATE Ol~ GEORGIA
RJrCHMOND COUNTY
LIMITED WARRANTY DEED
WITH REVERTER
TIllS INSTRUMENT is made this _ daY'ofJune;' 1998, ~b~tWecn Richmond County Public
Facilities, Inc., a Georgia non-profit corporation ("Grantor"), and Augusta, Georgia, a county-wide
government which is a body corporate and politic and a political subdivision of the State of Georgia
("Grantee") (the terms Grantor and Grantee include.their respective,heirs, Legal ,representatives,
successors and assigns where the context hereof requires or permits). This instrument evidences for
public recclrd certain rights created under a Public Purpose Installment Sale Agreement dated as of
June..l; 1998. between Grantor !I.nd Gr~_...rltee (the_"Inst...allment.Sale Agreement"). - ,.
WITNESSETH THAT: Grantor, for and in consideration of the sum ofTEN AND NO/tOO
DOLLARS ($10.00), and other good and valuable consideration, in hand paid at and before the
sealing and delivery of these presents, the receipt, adequacy and sufficiency of which are hereby
acknowledged by Grantor, has granted, bargained, sold, and conveyed, and by these presents does
hereby grant, bargain, sell, and convey unto Grantee, the real property described in Exhibit "A"
attached hereto and by this reference incorporated herein (the "Property").
TO HA VB AND TO HOLD the above-described tract or parcel of land, together with all and
singular the rights, members and appurtenances thereot: to the same being, belonging or in any wise
appertaining, to the only proper use, benefit,. and behoof of Grantee, forever in FEE SIMPLE;
provided, however, that should there occur an "Event of Non-Appropriation II or "Event of Default, II
as defined in the Installment Sale Agreement, then the Grantor may serve a notice in writing to the
Grantee tbat the title to the Property, in the condition and as conveyed hereunder and as the Property
has been improved, shall revert to the Grantee, and upon the occurrence of such event, the title to
the Property, in the condition and as conveyed hereunder and as the same has been improved shall
immediately and without the necessity of any further action on the part of the Grantor or the Grantee
revert to and vest in Grantor, and the Grantee shall lose and forfeit all of its rights, title, and interest
in and to lthe Property and all improvements and fixtures thereon.
AND, the Grantor will warrant and forever defend the right and title to the above-described
tract or palfcel ofland Wlto the Grantee against the lawful claims of all persons claiming by or through
the Grantor, except as to the permitted encumbrances described in Exhibit "B II attached hereto and
by this reference incorporated herein.
Notwithstanding anything herein to the contrary, the Grantee and the Grantor acknowledge
and agree that the rights of the Gi-antee in the Property and all improvements thereon are subject and
subordinate to a Deed to Secure Debt and Security Agreement dated as of June 1, 1998 from the
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Grantor to Regions Bank, as Trustee (the "Security Deed"), filed for record 'contemporaneously
herewith, in the Office of the Clerk of Superior Court of Richmond County, Georgia, and that the
rights of th~: grantee in the Property and all improvements thereon are subject to tennination in the
event the Prl:>perty is sold pursuant to the exercise of remedies under the Security Deed. The Grantor
hereby assigns its equity of redemption in the Property under the Security Deed to the Grantee.
IN VIITNESS WHEREOF, Grantor has signed and sealed this instrument the day and year
first above written.
Signed, sealed and delivered in
the presence of:
RI€HMO~l)-COUNTY PUBLIC FACILITIES, iNC.
By:
Unofficial 'Nitness
Title:
?..ttest:
Title:
Notary Public
[SEAL]
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EXIllBIT "A"
LIMITED WARRANTY DEED WITH REVERTER
ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in
Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing 142.00
acres, more or less, and being bounded as follows:
On the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman,
and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the
Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11 U, page 319 (the
"]Brickle Property"); and (2) by property of Augusta-Richmond County, Georgia known as the "Daniel-
Field Airpolt" , and as shown on a plat uated February 23, 1987, prepared by James G. Swift & Associates
which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the" Airport Property").
On the East, by the Airport Property and by the right~f-way of Highland Avenue.
On the South, by the right~f-way of Damascus Road; and
On the West, by the following tracts of land: - (I) property of Garren ~ld Nordmann; as shown
on that certain p!atd:tted February 26, 1987, prepared by George L. Godman-an&tecorded in Realty Reel
25Y, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April i 7,
1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said
Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by
George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office;
(4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel
490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat
dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates,
Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(S) property of Augusta-
Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty Reel 467,
pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page
409, in said Clerk's Office; and (6) the Briclde Property.
REFERENCE is hereby made to the recorded plats and deeds referenced above for a more
complete and accurate description as to the metes, bounds and location of the subject pro~erty.
THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records
of Augusta-Richmond County, Georgia.
Shill property is conveyed subject to the right~f-way of Old Camp Road which bisects the subject
property ill a general north-south direction.
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Exhibit "nil
A consent judgment was entered in an action brought by
Georgia Environmental Organization, Inc., a nonprofit corpora~ion
vs. City of Augusta, U. S. District Court, Southern District of
Georgia, Civil Action File No. CV194-151, under the terms of which
the City agreed to pay $10,000.00 to the United States Treasury in
civil penalties, attorney's fees, and $150,000.00 for "Supplemental
Environmental proj ects" . All of these sums have been paid. In
addition, the Order provides for fines to be imposed should Augusta
fail to meet construction deadlines for the Constructed Wetlands
Project, for failure to meet pre-construction limits on discharge,
and for failure to meet limits following completion of construction
in October, 2000. However, all such fines are capped, and the
maximum fines that could be imposed for failure to meet discharge
limits p,r-io:r to completion .0::: the project is $200,000.00;- for
failure to meet the construction deadline is $250,000.00, . and for
failure to meet the discharge limits by January 1, 2001 is
$250!000,OO.
In addition, Robert McElmuarray and Boyceland Dairy have -
placed A,ugusta ,on notice that they intend to file suit under
certain federal statutes, including the Clean Water Act, for
damages they contend to have suffered on the farm property related
to the application of sludge from the City's Wastewater Treatment
Plant. Experts consulted by the City contend that the City's
sludge at all times met federal guidelines.
The City is also under certain consent orders relating to
the Wastewater Treatment Plant, sanitary sewer lines, and the
Spirit Creek Treatment Facility. However, none of these consent
orders affect the Project, nor do they create any substantial
financial exposure to Augusta.
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EXIllBIT "B"
TRUST INDENTURE
between
RICHMOND COUNTY PUBLIC FACILITIES, INC.
and
REGIONS BANK,
AS TRUSTEE
Dated as of June 1, 1998
$1,705,000
Richmond County Public Facilities, Inc.
Certificates of Participation (Augusta Golf Course Project),
Series 1998
Evidencing Proportionate Interests of
the Owners Thereof in Installment PaYments
to be Made by Augusta, Georgia
Pursuant to a Public Purpose Installment Sale Agreement
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS
Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . , . . . . . . . . . . . . . . . . . . . . . 3
Section 1.02. Rules of Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE II
THE CERTIFICATES
Section 2.01. Authorized Aggregate Principal Amount of the Certificates ..................... 8
Secti.on 2.02. Issuance of Certificates; Form of Certificates .........~.'... .'.. . . , . .i.. . .-J. . . . . 8
Section 2.03. Details of Certificates; PaYment .............................:............. 8
. Section 2.04. PaYment; Execution; Limited Obligation. . . . . . . . . . . . . . . . . . , . . . . .', . . . . . . . . . . . 8
.s~~tiO!L2. 05~ l~aturity, L'1terest Rates and Interest Payment P..ro.visions fo.t:-Certifi.cates-.~ -.. .~ _ ~9--._ ~_ -
Section 2:06. Authentication ..,....:-;. -... . . '_ . . . . . . . . . . . . . . . . . . . . . . . . ..... . . . . . . . . . . 10
Section 2,07. Authorization; Issuance and Delivery of Certificates' . . . -,'. . ~: :-.; . . . ... -~~. . . . . . . . . 10
Section 2.08, l~uti1ated, Lost, Stolen or Destroyed Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.09. Transfer and Exchange of Certificates; Persons Treated as Owners. . . . . . . . . . . . . . . 12
Section 2.10. Destruction of Certificates .....................,.....,................. 13
ARTICLE ill
REVENUES AND FUNDS
Section 3.01. PaYments Under the Installment Sale Agreement ............................ 14
Section 3.02. Creation of Funds and Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.03. A.pplicationofCertificateProceeds..................................,.... 15
Section 3.04. Project Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.05. [Reserved] ......................................................... 16
Section 3.06. Certificate PaYment Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.07. Administrative Expense PaYment Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.08. Amounts Remaining in Funds and Accounts ................................16
Section 3.09. Reports ........................................................... 17
Section 3.10. Investment of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.11. Other PaYments ..................................................... 17
Section 3.12. Amounts Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.13 . Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE N
REDEMPTION OF CERTIFICATES
Section 4.01. Redemption Generally ................................................ 19
Section 4.02. .optional Redemption of the Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
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Section 4.03. Mandatory Redemption of the Certificates ................................. 19
Section 4.04. Notice of Redemption ................................................ 19
Section 4.05. Certificates Due and Payable on Redemption Date; Interest Ceases
to Accrue .....................,......................................... 20
Section 4.06. P.artial Redemption of Certificates ....................................... 20
ARTICLE V
DISCHARGE OF TRUST INDENTURE
Section 5.01 T(:rmination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 5.02 Discharge of Lien .......-.-................,............,.............. 22
ARTICLE VI
DEFAULT PROVISIONS AND REMEDIES
Section 6.01. Defaults, Event of Default .............:............................... 23
Section 6.02. Trustee's Remedies. . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . , . . . . . . . . . 23
ARTICLE vn
THE TRUSTEE
Section 7.01. Acceptance of the Trusts ..................................,........... 24
Section 7.02. Fees, Charges and Expenses of Trustee .........................,......... 25
Section 7.03. Intervention by Trustee ............................................... 26
Section 7.04. Successor Trustee ........,.......................................... 26
Section 7.05. Resignation by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 7.06. Appointment of Successor Trustee by the Certificate holders;
Temporary Trustee ........................................................ 26
Section 7.07. Concerning Any Successor Trustee ...................................... 26
Section 7.08. Appointment of Separate or Co-Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.09. Trustee Not Responsible for Obligations of the Trust. . . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Amendment ..............................................,......... 29
Section 8.02. Rights of Certificate holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 8.03. Certificates Nonassessable and Fully Paid. . . . . . . . . . . . . . . , , . . . . . . . . . . . . . . . . . 30
Section 8.04. Severability ........................................................ 30
Section 8.05. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.06. Payments Due on Saturdays, Sundays and Holidays .. . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.07. Security Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.08. Counterparts ....................................................... 31
Section 8.09. Applicable Provisions of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Exhibit A - Form of Certificate
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THIS TRUST INDENTURE dated as of June 1, 1998, between RICHMOND COUNTY
PUBLIC FAC1LITIES, INC., a not-for-profit corporation organized under the laws of the State of
Georgia ("RCPF"), and REGIONS BANK, a state chartered bank and trust company, organized under
the laws of the State of Alabama, and authorized to accept and execute trusts of the character herein
set out, as Tru:itee (the "Trustee");
WITNE S SETH:
WHEREAS, RCPF is, simultaneously with the execution and delivery of this Trust Indenture,
entering into a Public Purpose Installment Sale Agreement (the "Installment Sale Agreement"), dated
the date hereo1: with Augusta, Georgia (" Augusta"), with respect to the hereinafter described Project;
and
WHEREAS, Augusta has authorized the sale and delivery of the Richmond County Public
Faciliti.cs, Inc., Certificates of Participation (Augusta Golf Course Project), Series 1998 (the
"Certificates") evidencing undivided and proportionate interests in the Installment Sale Agreement;
--- - -- NOW THEREFORE, THIS TRUST INDENTURE.WITNESSETH~-There..is:hereby-:-
'--established by RCPF the Richmond County Public Facilities, fuc, ,Certificates ofParticipation-(Augusta' -
Golf Course Project), Series 1998 Trust;- and RCPF, simultaneously with the execution and delivery of
this Trust Indenture, hereby sells, transfers, assigns, and otherwise conveys to the Trustee without
recourse (but without limitation of its obligations in this Trust Indenture) all the right, title and interest
ofRCPF in and to the Installment Sale Agreement, the Installment PaYments and RCPF's interest in
and to the Project (including the interest retained in the Reverter Deed), and the Funds and Accounts
and monies on deposit in the Certificate Payment Fund. The Trustee acknowledges its acceptance,
simultaneously with the execution and delivery of this Trust Indenture, of all right, title, and interest in
and to the Installment Sale Agreement and the other items related thereto conveyed by RCPF and
described above and declares that the Trustee holds and will hold such right, title, and interest, upon
the trusts set fi)rth in this Trust Indenture. RCPF hereby represents, warrants, covenants and agrees as
follows:
(1) The Installment Sale Agreement constitutes the legal, valid and binding obligation of
RCPF, enforceable in accordance with its terms;
(2) RCPF has not pledged or otherwise encumbered any of the Installment PaYments or
other amounts derived from its rights under the Installment Sale Agreement, or any interests in the
Project, except. as provided herein or in the Installment Sale Agreement;
(3) The execution and delivery of this Trust Indenture and the issuance and sale of the
Certificates does not conflict with or result in a breach of the terms, conditions or provisions of the
articles of incorporation or bylaws ofRCPF or any restriction or any agreement or instrument to which
RCPF is now ll. party or by which RCPF is bound, or constitute a default under any of the foregoing,
or, except as Sl~t forth herein, result in the creation or imposition of any lien, charge or encumbrance
whatsoever upon any of the property or assets ofRCPF or upon the Project;
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(4) The Installment Sale Amount (as such term is defined in the Installment Sale
Agreement) shall be fully funded contemporaneously with the execution and delivery of this Trust
Indenture and the Installment Sale Agreement.
THIS TRUST INDENTURE FURTHER WITNESSETH and it is expressly declared that all
Certificates issued hereunder are to be issued, authenticated, delivered and dealt with, and all said
property hereby given, granted, bargained, aliened, remised, released, conveyed, transferred, assigned,
confirmed and set over and pledged is to be dealt with and disposed ot: under, upon and subject to the
terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter
expressed.
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ARTICLE I
DEFINITIONS
Section 1.01. Definitions. In addition to the words and terms elsewhere defined in this Trust
Indenture and UIl the Installment Sale Agreement, the following words and terms as used in this Trust
Indenture shall have the following meanings unless the context or use indicates another or different
meaning or intent:
"~:ed Rate" means a rate of interest per annum equal to 95% of the United States
Treasury Bond rate for five year maturities which shall be determined and set for each Adjusted Rate
Period on Octo ber 1 immediately preceding the beginning of such Adjusted Rate Period; provided,
however, that the Adjusted Rate shall never exceed 15% pei' annum: ~:
".Ad.iYsted Rate Period" means each of the following time periods:
January 1, 2004 through December 31,2008
January 1,2009 and thereafter
-- "Admirustrative Expense Payment" shall have the meaning-ascribed thcr-eto in the-.Jnstallment
Sale Agreement.
".Ad.m!JListrative Expense Payment Fund" means the fund by that name created in Section 3.02.
"Ad.miJListrative Expenses" shall have the meaning ascribed thereto in the Installment Sale
Agreement.
"Al.lgy;1ta" shall mean Augusta, Georgia, a county-wide government body politic and
corporate and a political subdivision of the State of Georgia.
"fumd. Counsel" means any recognized bond counsel reasonably acceptable to RCPF and the
Trustee.
"Irnsin~ss Day" means any day excluding Saturday, Sunday and any day on which banks in
Augusta, Georgia, or in such other city in which the principal corporate trust office of the Trustee is
located are authorized by law or other governmental action to close.
"!&rtificate Payment Fund" means the fund by that name created in Section 3.02.
"!&Itificateholder" or "Holder" or "Owner" or "Owner of the Certificates" or "Holder of
Certificates" means the registered owner of any Certificate.
"cmu~" means the Certificates issued hereunder and any Certificates issued in replacement
or exchange therefor pursuant to Section 2.08 or 2.09.
"QQsi):tg Date" means the date of initial delivery of the Certificates.
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"~" means the Internal Revenue Code of 1986 and the regulations proposed or promulgated
thereunder.
"Completion Certificate" means a certificate delivered to the Trustee pursuant to Section 4.8 of
the Installment Sale Agreement.
"Event 'DfDefault" or "event of default" means, with respect to this Trust Indenture, those
events of default specified in and defined by Section 6.01, and, when used in reference to the
Installment Sall~ Agreement, the meaning ascribed to such term in the Installment Sale Agreement.
"Event of Non-Appropriation" shall have the meaning ascribed thereto in the Installment Sale
Agreement.
"Eunds.and Accounts" means the funds and the accounts created pursuant to Section 3.02.
"lImalllnent Payments" shall have the meaning ascribed thereto in the Installment Sale
Agreement.
"In..stallment Sale Amount" shall have thc:meani.r)g ~scribed.thereto in the..Installment Sale
Agreement.
"lIl1m5t Account" means the Interest Account created within the Certificate PaYment Fund
pursuant to Section 3.02.
"~st PaYment Date" means each June 30 and December 31, commencing December 31, ,
1998, and any date set for the redemption of the Certificates in whole.
"~~ Address" means, as to Augusta, the address given in the Installment Sale Agreement;
and as to RCPF and the Trustee, the addresses set forth in Section 8.05
The terms "outstanding" and "Certificates outstanding" means all Certificates which have been
duly authenticated and delivered by the Trustee, as the case may be, under this Trust Indenture, except:
1. Certificates canceled after purchase in the open market or because of paYment at or
redemption prior to maturity; or
2. Certificates in lieu of which others have been authenticated under Sections 2.08 or
2.09.
"~itted Investments" as applied to investments of moneys in all Funds and Accounts, means:
(i) bonds, notes, certificates of indebtedness, treasury bills, or other securities constituting direct
obligations of the United States of America or obligations the paYment of the principal of and interest
on which is unconditionally guaranteed by the United States of America; (ii) bonds, notes, debentures
and other evidences of indebtedness issued by any agency or instrumentality of the United States of
America which are lawful under applicable Georgia law; (iii) certificates of deposit or time deposits of
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any state or national bank or trust company (including the Trustee if it meets the qualifications set forth
herein), which ~said bank or trust company has deposits insured by the Federal Deposit Insurance
Corporation if such certificates of deposit or time deposits are continually and fully insured by the
Federal Deposit Insurance Corporation or continually and fully secured by the obligations described in
clause (i) above; and (iv) the local government investment pool created in O.C.G.A ~ 36-83-8.
Investments may be made through repurchase agreements in direct obligations of the United States
Government and obligations described in (ii) above with banks and other licensed dealers. Permitted
Investments al~:o shall include securities of or other interests in any no-load, open-end management
type investment company or investment trust registered under the Investment Company Act of 1940, as
from time to time amended, or any common trust fund maintained by any bank or trust company which
holds such prol~S as trustee or by an affiliate thereof so long as:
(a) the portfolio of such investment company or investment trust or common trust fund is
limited to the obligations referenced in subsection (i) above and repurchase agreements fully
collateralized by any such obligati.ons;
(b) such investment company or investment trust or common trust fund takes delivery of
such collateral either directly or through .an.authorizedcustodian; . ._~ _ _ ~.
~. -(c) such investment company or investment trust or common trust fund is managed s~to---
maintain its shares at a constant net asset value; and
(d) securities of or other interests in such investment company or investment trust or
common trust :ronds are purchased and redeemed only through the use of national or state banks having
corporate trust powers and located within the State.
"f~sQn" means natural persons, firms, associations, corporations and public bodies.
"~lle Cost Amount" means the amount so designated in Exhibit "A" to the Installment Sale
Agreement, representing reimbursement for costs of the acquisition of portions of the Project incurred
by Augusta prior to or on the Closing Date.
"frincipal Account" means the Principal Account created within the Certificate Payment Fund
by Section 3.02, within which Account there shall be a PaYment Subaccount and a Redemption
Subaccount.
"~:t" means the Project described in the Installment Sale Agreement.
"~:t Fund" means the fund by that name created pursuant to Article 3.02.
"~rtionate" means, when used with respect to a particular redemption of a Certificate, an
amount detemlined by multiplying the aggregate principal amount to be then prepaid on all the
Certificates times a fraction the numerator of which is the outstanding principal amount of such
Certificate and the denominator of which is the then outstanding principal amount ofall Certificates.
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"RCEE" shall mean the Richmond County Public Facilities, Inc., a Georgia not-for-profit
corporation, and its successors and assigns.
"Recof(~" means the fifteenth day of the month, whether or not a Business Day, preceding
each mterest PaYment Date.
"Reverter Deed" means the Reverter Deed referred to in the Installment Sale Agreement.
"Securi,ty Deed" means the Deed to Secure Debt and Security Agreement of even date herewith
by RCPF in favor of the Trustee with respect to the Project as security for paYments on the Certificate.
"~" means the State of Georgia.
"Imst" means the trust created hereunder, the estate of which consists of the Installment Sale
Agreement, th(~ Installment Payments, RCPF's interest in the Project (including the interest retained in t, ."
the Reverter Deed), moneys on deposit in the Funds and Accounts, and moneys on deposit in the
Certificate Payment Fund (the "Trust Estate").
-.... .....
,~.Imst.Jndenture" means this mstrument-as originally-executed or as it may from time to time.be:.
a.i"ilended or su:pplemented pursuant to Section 8.01 .
"~l States Government Obligations" means direct obligations of the United States of
America and o'bligations the timely paYment of principal and interest on which is fully guaranteed by the
United States of America.
Section 1l..02. Rules of Interpretation. For all purposes of this Trust Indenture, except as
otherwise expressly provided or unless the context otherwise requires:
(a) "This Trust Indenture" means this instrument as originally executed and as it may from
time to time ~~ supplemented or amended pursuant to the applicable provisions hereof
(b) All references in this instrument to designated "Articles," "Sections" and other
subdivisions are to be designated Articles, Sections and other subdivisions of this instrument as
originally executed. The words "herein," "hereot:" "hereunder," and "herewith," and other words of
similar import refer to this Trust Indenture as a whole and not to any particular Article, Section or
other subdivision.
(c) The terms defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.
(d) All accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles.
(e) The terms defined elsewhere in this Trust Indenture shall have the meanings therein
prescribed for them.
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(f) 'Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders.
(g) The headings used in this Trust Indenture are for convenience of reference only and
shall not define or limit the provisions hereof
(h) .Words in the singular include the plural and vice versa.
(i) All other terms not defined herein which are defined in the Installment Sale Agreement
shall have the meanings prescribed therefor in the Installment Sale Agreement.
[END OF ARTICLE I]
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ARTICLE n
THE CERTIFICATES
Section 2.01. Autborized A22r~ate Principal Amount of the Certificates. No Certificates
may be issued under the provisions of this Trust Indenture except in accordance with this Article. The
aggregate principal amount of Certificates that may be issued and outstanding at any time is hereby
expressly limited to $1,705,000 (other than those issued pursuant to Sections 2.08 and 2.09). Each
Certificate shall represent an undivided fractional interest in the estate held by the Trust; and the
fractional inten::st represented by a Certificate shall be determined by dividing the outstanding principal
amount of such Certificate by the aggregate outstanding principal amount of aI) Certificates.
-, - Section 2.02. Issuance of Certificates: Form or Certifltates~ The Gertificates shall be'
designated "Ric:hmond County Public Facilities, Inc., Certificates of Participation (Augusta Golf
Course Project), Series 1998".
The Celtificates shall be issuable in the amount of $5,000 or any integral multiple thereof as
fully registered certificates without coupons. The Certificates shall be numbered from R-l
" ~. ,consecutively_upward.-Ibe Certifi('~t~~IDaILhe-.S!ll)~tanJj}!.llrin..the.form.set forth in Exhibit...!!A!1 hereto . __ _ -
with-such appropriate variations, omissions ;:md insertions-as are pemlitted -cr-requifad -by this ~rust.
Indenture, and :may have endorsed thereon such legends or text as may be necessary or appropriate to
conform to any applicable rules and regulations of any governmental authority or any usage or
requirement of law with respect thereto.
Section 2.03. Details of Certificates: Payment. Certificates authenticated prior to the first
Interest PaYment Date shall bear interest from the date of authentication, Certificates authenticated on
or after the first Interest Payment Date thereon shall bear interest from the Interest PaYment Date next
preceding the date of the Trustee's authentication thereot: unless such date of authentication is an
Interest PaYment Date to which interest on the Certificates has been paid in full or duly provided for, in
which case they shall bear interest from such Interest PaYment Date; provided that it: as shown by the
records of the Trustee, interest on the Certificates shall be in default, Certificates shall bear interest
from the date to which interest has been paid in full on the Certificates, or if no interest has been paid
on the Certificates, from the date of authentication of the Certificates. The principal of and interest on
the Certificates shall be payable in any coin or currency of the United States of America which on the
respective date8 of paYment thereof is legal tender for the paYment of public and private debts.
PaYment of the principal ofall Certificates shall be made upon the presentation and surrender of such
Certificates as the same shall become due and payable.
Principal of and premium, if any, and interest on the Certificates shall be payable in the manner
and to the Owner as of the Record Date as specified in the form of Certificates set forth in Exhibit "A"
hereto.
Section 2.04. Payment: Execution: Limited Oblieation. The Certificates shall be executed
on behalf of the Trust with the official manual or facsimile signature of an authorized officer of the
Trustee and attested with the official manual or facsimile signature of an authorized officer of the
Trustee and shall have impressed or printed thereon the corporate seal of the Trustee. In case any
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officer whose signature or facsimile of whose signature shall appear on the Certificates shall cease to be
such officer or member before the completion, authentication and delivery of such Certificates, such
signature or suc:h facsimile shall nevertheless be valid and sufficient for all purposes, the same as ifhe
had remained in office until completion, authentication and delivery.
THE CERTIFICATES DO NOT CREATE NOR CONSTITUTE, NOW OR IN THE .
FUTURE, AN OBLIGATION OR DEBT OF RCPF, THE TRUSTEE, AUGUSTA, THE STATE OF
GEORGIA OR ANY POLITICAL SUBDIVISION THEREOF (INCLUDING BUT NOT LIMITED
TO AUGUSTA) OR ANY PUBLIC CORPORATION OR GOVERNMENTAL AGENCY
EXISTING UNDER THE LAWS OF THE STATE OF GEORGIA; NOR SHALL THE
CERIDICATES CONSTITUTE THE GIVING, PLEDGING OR LENDING OFTHE FULL F AITI-I
AND CREDIT OF AUGUSTA, THE STATE'ORANYPOLITICAVSUBDIVISION-THEREOF OR
ANY PUBLIC CORPORATION OR GOVERNMENTAL AGENCY EXISTING UNDER THE
LAWS OF THE STATE, BUT SHALL BE PAYABLE SOLELY FROM THE TRUST ESTATE.
No recourse. shall be had for the paYment of the principal or premium, if any, or interest on the
Certificates for any claim based hereon or thereon or upon any obligation, covenant, or agreement
-. GOJltained her~in or t.l}erein..9.gainst any ~p.ast.,...!,xesen!_QdiJtiJ.re member,-' commis3~~mer, mayor" .officer; ______
--."'. agent, director or employee of the Trustee,-RCPF or-Augusta; or-any member, commissioner,_ mayor"
officer, agent, directcr-oremployee of any successor of the Trustee, RCPF or Augusta, either
personally or Wi such, either directly or through the Trustee, RCPF or Augusta, under any rule of law
or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and
all such liability of any such member, commissioner, mayor, officer, agent, director or employee, as
such personally is waived and released as a condition of any consideration for the execution of this
Trust ][ndentuw and the issuance of the Certificates.
Section 2.05. Maturity. Interest Rates and Interest Payment Provisions for Certificates.
(a) The Certificates shall mature in the amounts and on the dates set forth below, subject to
adjustment as of January 1, 2004 and January 1,2009 when there is an adjustment in the interest rate
and the payment amounts for the Adjusted Rate Period are adjusted to provide for equal semi-annual
paYments of principal and interest as provided for in the Installment Sale Agreement:
Principal Principal
PaYment PaYment
Date Amount Date Amount
12/31/1998 37,7623.62 6/30/2006 56,390.22
6/30/1999 39,442.08 12/31/2006 57,444.38
12/31/1999 39,766.62 6/30/2007 59,354.92
6/30/2000 41,276.48 12/31/2007 60,536.71
12/31/2000 41,912.29 6/30/2008 62,364.73
6/30/2001 43,671.54 12/31/2008 63,790.59
12/31/2001 44,178.16 6/30/2009 65,762.94
6/30/2002 45,959.49 12/31/2009 67,220.60
12/31/2002 46,564.51 6/30/2010 69,226.34
6/30/2003 48,369.18 12/31/2010 70,833.10
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Principal Principal
PaYment PaYment
Date Amount Date Amount
12/31/2003 49,078.03 6/30/2011 72,874.04
6/30/2004 50,730.52 12/31/2011 74,637.83
12/31/2004 51,720.52 6/30/2012 76,681.86
6/30/2005 53,575.30 ., 121'31/2012 . 78,644.10
12131/2005 54,508.29 6/30/2013 80,760.92
(b)- The Certificates shall bear interest from the date of authentication hereof through .
December 31, 2003 at the rate of five and eighteen one-hundredths percent (5.18%) per annum, and
thereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed fifteen (15%) percent
per annum, calculated on the basis of a 360-day year of twelve 30-day months, payable in arrears semi-
annually on Ju.ne 30 and December 31 of each year (each an "Interest Payment Date").
(c) Each Certificate shall, except as provided in this Section, bear interest from the Interest
PaYment Date next preceding the date of authentication of such Certificate to which interest on the
Certificates has been paid, unless (i) such date of authentication is an Interest PaYment Date to which
interest has b(:en paid, in which case from such Interest PaYment Date, or (ii) no interest has been paid
on the Certific;ates, in which case from the date of authentication of the Certificates.
Secti(J n 2.06. Authentication. The Certificates shall not be valid or obligatory for any
purpose or entitled to any benefit under this Trust Indenture unless and until a certificate of
authentication on such Certificate substantially in the appropriate form hereinabove set forth shall have
been duly executed by the Trustee, and such executed certificate of the Trustee upon any such
Certificate shall be conclusive evidence that such Certificate has been authenticated and delivered under
this Trust Indenture. The certificate of authentication on any Certificate shall be deemed to have been
executed by the Trustee if signed by an authorized officer or signatory of the Trustee, but it shall not be
necessary that the same officer or signatory sign the certificate of authentication on all of the
Certificates.
Section 2.07. Authorization: Issuance and Delivery of Certificates. Upon the execution
and delivery of this Trust Indenture, the Trustee shall execute, authenticate or cause to be
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authenticated, Clnd deliver the Certificates to, or upon the order of, RCPF as hereinafter in this Section
provided.
Prior to the release by the Trustee of any of the Certificates, there shall be filed with the
Trustee:
(a) An opinion of counsel to Augusta to the effect that: (i) the Installment Sale Agreement
has been duly authorized, executed and delivered by Augusta in accordance with all applicable local
charters, ordin,Ulces and regulations; (ii) the execution, delivery and performance of the Installment
Sale Agreement does not conflict with, or constitute a default under, any applicable charter, ordinance,
resolution or any agreement or other instrument to which Augusta is a party or by which it is bound;
and (ill) an amount not le~s than the lfllnimum Annual Appropriated Amount (as set forth in the
Installment Sal,e Agreement) for calendar year 1998 shall have been appropriated by all requisite action
and in accordance with applicable law;
(b) A fully executed copy of the Installment Sale Agreement;
-' - ~(I.:;) .A!l_0pjl)io.JLQfRQn.d.CQu~l, in-ieliance-(h-r~he'opinions described in (a..). above, as.to-.__ __~, .
the matters set forth therein, to the effect that- -. -- ~- --. __ "--_ .'
(i) The Installment Sale Agreement constitutes a valid and binding obligation of
Augusta and RCPF, enforceable in accordance with its terms and payable out of annually
appropriated revenues of the Lessee;
(ii) The Trust Indenture has been duly authorized, executed and delivered and is
valid and binding upon the Trustee and RCPF;
(ill) The Certificates have been duly authorized, executed and delivered and evidence
valid and binding proportionate interests in and rights to receive paYments of Installment
PaYme:rtts;
(iv) With certain exceptions and conditions set forth therein, the portion of
Instalhnent PaYments payable by Augusta under the Installment Sale Agreement which is
designated as interest, as provided in the Installment Sale Agreement, is excludable from gross
incom~: for federal income tax purposes under the Code and is exempt from State of Georgia
incom(~ tax under existing statutes; and
(d) Such other documents, certificates and opinions as may be required by Bond Counsel.
Section 2.08. Mutilated. Lost. Stolen or Destroyed Certificates. If any certificate is
mutilated, lost~ stolen or destroyed, the Trustee shall execute and authenticate a new Certificate of the
same date and denomination as that mutilated, lost, stolen or destroyed; provided that in the case of
any mutilated Certificate, such mutilated Certificate shall first be surrendered to the Trustee, and in the
case of any lo:;t, stolen or destroyed Certificate, there shall be first furnished to the Trustee evidence of
such loss, then or destruction satisfactory to the Trustee, together with an indemnity satisfactory to
them. In the c~vent any such Certificate shall have matured or been called for redemption, instead of
issuing a duplicate Certificate, the Trustee may pay the same. The Trustee may charge the owner of
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such Certificate with his reasonable fees and expenses in connection with replacing any Certificate
mutilated, lost, stolen or destroyed.
Section 2.09. Transfer and Exchanee of Certificates: Persons Treated as Owners. The
Trustee shall b~p books for the transfer of the Certificates as provided in this Trust Indenture. A
Certillcate should be purchased only by an "Accredited Investor" as that term is defined by Regulation
D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as
amended. No official statement or other offering document has been prepared or executed in
connection with the issuance of the Certificates. The Certificates shall not be transferred if the transfer
would void the exemption contained in Securities and Exchange Commission Rule 15c2-12(d)(1)(i),
the exemption ltfom the continuing disclosure requirements.ofthe Securities and Exchange Commission
Rule 15c2-12(b)(5) or-any-sintilar rules or Statutes in effect at the time of such transfer. Upon
surrender for transfer of any Certificate at the principal office of the Trustee, duly endorsed for transfer
or accompanied by an assignment duly executed by the registered owner or his attorney duly
. ;, authorized in writing, and if required hy the .Trustee, an opinion of counsel satisfactory to the Trustee _~
that the limitations on transfer herein set forth have been complied with, the Trustee shall execute on
behalf of the Tmst and the Trustee shall authenticate and the Trustee shall deliver in the name.ofthe
~-ttansfe!::~e or-transferees..;!.new Certificate or Garti5.cates for aJ.ike,aggregate principal ~!!!.OU!1t ~ilig-s~ ---
f~~ndered. The Trustee-shall also maint<:'ll as part of-the books for the transfer of the Certifk:Ues a--- .
record of the unpaid principal amount under each outstanding Certificate. . .' .
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The person in whose name any Certificate shall be registered shall be deemed and regarded for
all purposes as the absolute owner thereof for all purposes, and paYment of or on account of the
principal of or interest on any Certificate shall be made only to or upon the written order of the
registered own.er thereof or his legal representative and neither RCPF nor the Trustee shall be affected
by any notice to the contrary, but such registration may be changed as hereinabove provided. All such
paYments shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the
extent of the sum or sums paid.
The Trustee shall require the paYment by any Certificateholder requesting exchange or transfer
of a sum sufficient to cover any tax or other governmental charge required to be paid with respect to
such exchange or transfer.
If for any reason the Trustee does not have a sufficient amount of printed forms of Certificates
available to perform its duties hereunder, the Trustee may have more of such forms printed in any
number deemed reasonable, the cost thereof to be paid by Augusta.
Notwithstanding the foregoing, following an Event of Non-Appropriation, the Trustee shall not
be required to register any transfer of a Certificate unless there is submitted to the Trustee an opinion
of counsel satisfactory to the Trustee to the effect that such transfer is pursuant to a registration of the
Certificate under the Securities Act of 1933 and applicable blue sky laws or an applicable exemption
therefrom.
Section 2.10. Destruction of Certificates. Whenever any outstanding Certificate shall be
delivered to the Trustee for cancellation pursuant to this Trust Indenture, upon paYment of the
principal amolJnt thereof or for replacement or transfer or exchange pursuant to the terms hereot: such
Certificate shall be canceled and shall be destroyed by the Trustee.
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ARTICLE ill
REVENUES AND FUNDS
SectioIl13.01. Payments Under the Installment Sale Agreement. The payments made under
the Installment Sale Agreement shall be applied as follows:
(i) Excess in Project Fund. Following the Completion Date, excess funds in the Project
Fund shall be applied as set forth in Section 3.04(d) hereofand Sections 4.4(a)(1) and 4.8 of the
Installment Sale Agreement;
(ii) Principal Payments. Basic Payments made pursuant to Section 4.4(a)(2) of the
Installment Sale Agreement shall be deposited into the PaYment Subaccount of the Principal Account
of thtj CertifiC2,te Payment Fund;
(ill) Termination Payments. A Tenninatiolll Payment made pursuant to Section 4.4(a)(3) of
the Installment Sale Agreement shall be deposited into the-Redemption.Suhaccotlnt ofthe Principal.
Account of th~: Certificate PaYment Fund;
~- ~~.~~ (iv) Sup91c~ental Payments, ..The payments macl-:'-p.!.!-rsuantto-Sectioll-4..4(a.}(.4)-ofthe -
-. "7---Iniitalhnent Sru.c ..\greement~hall be deposited into the Interest Accolm.t ofthe.Certificate-Payment .----.
Fund;
""'
(v) Administrative Expense. The Administrative Expense PaYments made pursuant to
Section 4.4(a)(7) of the Installment Sale Agreement shall be deposited into the Administrative Expense
Payment Fund;
(vi) Pr~&yment of Basic Payments. The prepaYment of Basic PaYments made under the
provisions of Section 4.5( c) of the Installment Sale Agreement, if any, shall be deposited into the
Redemption Subaccount of the Principal Account of the Certificate Payment Fund;
(vii) Liquidation Proceeds. Upon receipt, Liquidation Proceeds and any other amounts
realized upon an Event of Default under the Installment Sale Agreement shall be deposited into the
Redemption Subaccount of the Principal Account ofthe Certificate Payment Fund.
Section 3.02. Creation of Funds and Accounts. There are hereby established the following
Funds, Accoull1ts and Subaccounts to be held by the Trustee:
(a) a Project Fund for Augusta;
(b) a Certificate PaYment Fund to be held by the Trustee and within such fund;
(i) an Interest Account; and
(ii) a Principal Account, and within such account a Payment Subaccount and a
Redemption Subaccount; and
(c) an Administrative Expense PaYment Fund for Augusta.
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Section 3.03. Application of Certificate Proceeds. The net proceeds of the sale of the
Certificates shall be applied as follows:
(a) There shall be deposited into the Project Fund the sum specified in Exhibit II A" to the
Installment Sale Agreement;
(b) There shall be deposited into the Interest Account of the Certificate Payment Fund the
accrued interest on the Certificates, if any;
( c) There shall be paid to Augusta the Pre-Sale Cost Amount; and
(d) The balance of the proceeds shall be applied by the Trustee (or paid directly from
'proceeds by th,~ purchaser of the Certificates) at the written direction of'A:ugusta1:o payment-of costs
incurred in connection with the issuance of the Certificates, including, but not limited to, initial or
acceptance fees and expenses of the Trustee, legal, accounting, financial (including compensation to
,underwriters), rating agency fees and expenses, recording and filing fees, fees and expenses ofR(:PF,
costs of title insurance, printing and engraving, and other fees and costs in connection therewith.
Sec~:m~ 3.04. Project Fund.
---- ------ - ~ - -_.- - --- -- - ..
(a) Earnings on amounts on deposit'in-the ProjectEl.lnd shall be credited to such Fund.
(b) Prior to any disbursement from the Project Fund, there shall be filed with the Trustee a
requisition signed by the Authorized City Representative in the form specified in the Installment Sale
Agreement.
(c) Subject to the requirements of Section 3.04(b) and the applicable provisions of the
Installment Sale Agreement, moneys in the Project Fund shall be disbursed for the acquisition and
construction of the Project to pay any amount requisitioned to, or upon the order ot: Augusta upon
receipt by the Trustee of the items specified in Section 4.2 of the Installment Sale Agreement.
(d) Following the earlier of (i) the third anniversary of the Closing Date, or (ii) the delivery
of a Completion Certificate, investment of amounts in the Project Fund shall be restricted to an
investment yie:Id not in excess of the yield on the Certificates, unless Augusta shall furnish the Trustee
with an opinion of Bond Counsel that such yield restriction is not required. Yields shall be determined
as required in Section 148 of the Code. Following the delivery ofa Completion Certificate all moneys
on deposit in the Project Fund shall be applied in accordance with the provisions of Section 4.8 of the
Installment Sale Agreement.
(e) Upon an Event of Non-Appropriation or any other tennination of the Installment Sale
Agreement (whether pursuant to the exercise by Augusta of its option to prepay Basic PaYments and
tenninate the Installment Sale Agreement, the exercise of remedies upon an Event of Default or
otherwise) or upon an Event of Default under the Installment Sale Agreement requiring the surrender
of the Project to the Trustee pursuant to Section 8.4 of the Installment Sale Agreement, the Trustee
shall immediately upon any such event transfer all amounts on deposit in the Project Fund to the
Redemption Subaccount of the Principal Account of the Certificate PaYment Fund.
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(f) So long as no Event of Non-Appropriation or Event of Default occurs under the
Installment Sale: Agreement, moneys on deposit in the Project Fund shall be subject to the beneficial
interest of Augusta as provided herein and in the Installment Sale Agreement.
Section 3.05. [Reserved]
Section 3.06. Certificate Payment Fund. Principal of and premium, if any, on the
Certificates, whether at maturity or pursuant to redemption, shall be paid from amounts on deposit in
the Principal Account of the Certificate PaYment Fund and interest on the Certificates shall be paid
from amounts on deposit in the Interest Account of the Certificate PaYment Fund. To the extent
practicable, amounts on deposit in the Certificate PaYment Fund may be invested by the Trustee in its
sole discretion :in Permitted Investments. If moneys in the Certificate PaYment Fund cannot be invested
in Permitted Investments so as to assure timely payment on the Certificates, such-moneys shall remain
uninvested.
Sectioll. 3.07. Administrativ.f~~...s.e...Paymeot Fund.
(a) The Trustee shall bill Augusta annually for Administrative Expenses. Ifat any time
- '-~h.r.ng a calendar year tbe...:I!"'Jstee,sha!l..hg,v..e...detef.!PiLled tlll'lt .!hP.....BPoeregate.amoum-of AdmiHistrative
--- ExperrSe-PaYments deposited to date and to be..deposited in-Augusta's-Administrative-Expense Payment
Fund is or will be less than August3's Administrative.Expenses for the then current calendar year and
any other knovm paYments due under Section 5.4 of the Installment Sale Agreement during the then
current calendar year, then the Trustee shall bill Augusta so as to assure as nearly as is practicable
amounts sufficilent in the Administrative Expense Fund to make the paYments required to be made from
such Fund during the calendar year. If on December 31 of any year the aggregate amount of
Administrative Expense PaYments or other payments deposited in Augusta's Administrative Expense
PaYment Fund exceeds Augusta's Administrative Expenses and any other paYments due under Section
5.4 of the Installment Sale Agreement for the Installment Sale Agreement Year then ended, then such
excess amount shall be credited to Augusta's Administrative Expense PaYments and other payments
due under Section 5.4 of the Installment Sale Agreement for the next calendar year.
(b) The Trustee shall disburse such amounts in the Administrative Expense Payment Fund
to the persons entitled to such amounts pursuant to the bills submitted in accordance with this Trust
Indenture. If at the time any amount is due hereunder and moneys are insufficient to pay all amounts
then due, then the fees and expenses shall be paid in the following order of priority:
(i) Regularly scheduled fees due under this Trust Indenture; and
(ii) Other fees, expenses or costs payable under this Trust Indenture.
(c) Notwithstanding the foregoing, expenses incurred by the Trustee for the account of
Augusta, for example, expenses associated with the restriction of yield on Augusta's funds or accounts,
may be billed by the Trustee to Augusta.
Section 3.08. Amounts Remainioa: in Funds and Accounts. Any amounts remaining in any
fund created h.ereunder after full payment of the Certificates and any amounts owing to the Trustee or
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RCPF pursuant to this Trust Indenture or the Installment Sale Agreement shall, after such full paYment
or provision shall have been made, be distributed by the Trustee to Augusta.
Section 3.09. Reports. The Trustee shall furnish semi-annually as of June 30 and December
31 to Augusta and RCPF, a report on the status of each of the Funds and Accounts within Funds
established under this Article ill which are held by the Trustee, showing at least the balance in each
such Fund or Account, the total of deposits to and the total of disbursements from each such Fund or
Account, the dates of such deposits and disbursements, and the Funds and Accounts to and from which
such disbursements and deposits have been made.
SectioIl13.10. Investment ofF-'I..WI1.
(a) Except as provided in Section 3.05 hereot;-moneys-in the Funds arid AcCounts
hereunder shall be continuously invested to the fullest extent practicable but only in Permitted
Investments.
Augusta shall ciirect in writing the investment of all moneys, but in the absence of such written
direction the Trustee may, but shall not be required to, make such investments in clause (i) of the
-defWition ofPe!1!'jtted Imtestments in.sect~l)n_LOl._Io:Ye&t:nr..ots shall be-made..s<HlS-to mature oaor
---.- - prior to the date or dates that moneys therefrom are anticipated' to. be required,- The Trustee ma}! trade
with itself in the purchase and :;ale of securities for such investment. If the Trustee complies with the - -
provisions of this Section 3.10, any investment losses shall be borne by the Fund or Account in which
the lost moneys had been deposited. The Trustee shall sell and reduce to cash a sufficient amount of
such investments in the respective Fund or Account whenever the cash balance therein is insufficient to
pay the amount required to be paid therefrom.
(b) If an amount shall be held in a Project Fund from and after the third anniversary of the
issuance of the Certificates, the Trustee shall invest such amount only in (i) obligations described in
Section 103 of the Code (excluding "private activity bonds," as defined in Section 141 of the Code) or
(ii) securities f;:)r which there is an established market, inCluding U.S. Treasury Obligations, State and
Local Government Series and for which market price is paid, such securities to have a yield of 0% per
annum unless the Trustee receives an opinion of Bond Counsel to the effect that investment at a higher
rate will not (A;LUse any of the Certificates to become "arbitrage bonds" within the meaning of Section
148 of the Code and will not otherwise adversely affect the exclusion of interest on the Certificates
from gross income of the holders thereof for federal income tax purposes.
Sectioll 3.11. Other Payments. Any paYments made under the Installment Sale Agreement
which are received by the Trustee which are not otherwise provided for in this Trust Indenture shall be
received by the Trustee for the benefit of the party with respect to whom such paYment was made as
provided in th,~ Installment Sale Agreement, and be immediately transferred by the Trustee to the
appropriate re:ipient.
Sectioill 3.12. Amounts Held in Trust. All moneys received by the Trustee under the
provisions of this Trust Agreement shall be trust funds under the terms hereof for the benefit of the
holders of all Certificates and shall not otherwise be subject to lien or attachment of any creditor of
RCPF or Augusta. Such moneys shall be held in trust and applied in accordance with the provisions of
this Trust Indenture.
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Section 3.13. Valuation. In computing the amount in any Fund or Account held under the
provisions of this Trust Indenture (except for purposes of complying with Section 148 of the Code),
obligations purehased as an investment of moneys therein shall be valued at the cost or market price
thereat: whichever is lower, exclusive of accrued interest.. Where market prices for obligations held
hereunder are not readily available, the market price for such obligations may be determined in such
manner as the Trustee deems reasonable.
[END OF ARTICLE III]
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ARTICLE IV
REDEMPTION OF CERTIFICATES
Section 4.01. Redemption Generally.
(a) ,Optional Redemption. Upon deposit of moneys into the Redemption Subaccount of the
Principal Account of the Certificate PaYment Fund pursuant to Section 3.0 1 (vii), the Trustee shall
proceed to call the Certificates (or portions thereof) for redemption pursuant to Section 4.02, in the
aggregate principal amount of the deposit into the Redemption Subaccount of the Principal Account of
the Certificate PaYment Fund in the manner hereinafter set forth so as to effect a redemption of
Certificates on the next Interest PaYment Date.
(b) :Mandatoty Redemption. Upon d~pusit of moneys into the Redemption Subaccount of
the PrincipaA Aixount of the Certificate PaYment Fund pursuant to Section 3.01(vii) giving rise to a
mandatory red(~mption pursuant to Section 4.03(a) and the outstanding Installment Sale Amount
_relating thereto, the Truswe shall proceed to.call Certific.ates_(or portions thereof) for redemption in the,
manner hereinafter set forth. In such event, Certificates shall be called for redemption in a principal
amount equal t,o the Installment Sale Amount with respect to which the Event of Non-Appropriation or
the Event ofDI;:fault occurred. . ,,___.
Sc~tiOIIl ~.02. Optional Redemption of the Certificates. The Certificates are subject40 - ~ '--
optional redemption as a result of the exercise of certain purchase options of Augusta set forth in
Section 4.5(c) of the Installment Sale Agreement from the prepaYment by Augusta of Basic PaYments
and other amounts, on any Interest PaYment Date, in whole or in part, at the principal amount thereof
plus accrued interest to the redemption date.
Section 41.03. Mandatory Redemption of the Certificates.
(a) Non-Appropriation or Default. The Certificates are subject to mandatory redemption
by the Trustee in whole, after termination of the Installment Sale Agreement as a result of an Event of
Non-Appropriation or an Event of Default (as defined in the Installment Sale Agreement). The Trustee
may establish such additional dates for the payment of portions of the redemption price as may be
appropriate, taking into consideration the dates when amounts available to pay portions of the
redemption price are available. Interest on the Certificates shall cease to accrue on the date of any such
redemption. If such redemption is to be made following the occurrence of an Event of Non-
Appropriation as provided above, the Trustee shall give prompt notice to the Owners of the
Certificates of such fact.
(b) Redemption Price. The redemption price for all redemptions pursuant to this Section
4.03 shall be equal to the principal amount being redeemed plus accrued interest to any date on which
the Certificate:; are scheduled to be redeemed.
Section 4.04. Notice of Redemption. When redemption is authorized or required pursuant to
this Article IV" the Trustee shall give notice of the redemption of the Certificates to the Owners of the
Certificates. Such notice shall specify: (a) that the Certificates or a designated portion thereof are to be
redeemed, (b) the date of notice and the date of redemption, (c) the method of paYment, and (d)
descriptive infbrmation regarding the Certificates including the dated date, interest rate, and stated
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maturity date. ~;uch notice shall further state that on the specified date there shall become due and
payable upon ~,ch Certificate the portion of the principal amount of such Certificate to be redeemed,
together with interest accrued to said date, and that from and after such date, provided that moneys
therefor have been deposited with the Trustee, interest with respect thereto shall cease to accrue and be
payable.
The Trustee shall take the following actions with respect to such notice of redemption: .
(a) Notice of redemption shall be given by mailing, first class, postage prepaid, at least
thirty and not more than sixty days prior to said redemption date, copies thereof to the Owners of the
Certificates. Neither any defect in the mailing of such notice to any Owner or the notices provided in
(a) hereof nor the failure of any Owner to receive such notice or of any other party to reCeive the
notices provided ill (a) hereofshali affect the validity of the proceedings for the redemption of the
Certificates or portions thereof of any Owner who received such notice.
. (b), Redemption of the Certificates.shall be permitted at any time so long as.fu,nds,for such
redemption are irrevocably deposited with the Trustee prior to rendering notice of redemption to the
Certificatehold,ers, or in the alternative, the notice expressly states that such redemption is subject to .
the deposit QfH.mds with the TOIstee. -.
<(
Section 4.05. Certificates Due and Payable on Redemption Date:.InterestCeases.-to "_
Accrue. On the redemption date the principal amount of each Certificate to be redeemed, together
with the premium, if any, and accrued interest thereon to such date, shall become due and payable; and
from and after such date, notice having been given and moneys available solely for such redemption
being on depoliit with the Trustee in accordance with the provisions of this Article IV, then,
notwithstanding that any Certificates (or portion thereof) called for redemption shall not have been
surrendered, no further interest shall accrue on such Certificates or the portions thereof called for
redemption. From and after such date of redemption (such notice having been given and moneys
available solely for such redemption being on deposit with the Trustee), the Certificates (or portions
thereof) shall not be deemed to be Outstanding hereunder, and the Trust shall be under no further
liability in respect thereof
Sectiolll 4.06. Partial Redemption of Certificates.
(a) If the Certificates are to be redeemed in part pursuant to Section 3.01(vii), such
redemption shall be Proportionate among all Certificates; and each of the Certificates shall be redeemed
by its Proportionate share. If the Certificates are to be redeemed in part pursuant to Section 3.01(vi),
the Trustee shall prorate the principal amount of Certificates to be prepaid among all owners (for this
purpose all Ce:rtificates registered in the name of the same owner shall be aggregated and treated as a
single Certificate held by such owner) of the Certificates in proportion to the principal amount of such
Certificates registered in the name of each such registered owner. The Trustee shall then designate the
particular Certificates or portions thereof of the principal amount so prorated to each such registered
owner which are to be prepaid; provided, however, that in any such pro-rating pursuant to this
paragraph the Trustee shall, according to such method as it shall deem proper in its discretion, make
such adjustme:nts by increasing or decreasing by not more than $5,000 the amount which would be
allocable on the basis of exact proportion to anyone or more registered owners of Certificates as may
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be necessary to the end that the principal amount of the Certificates so pro-rated shall be in each
instance $5,000 or an integral multiple of$5,000.
(b) Upon surrender of any Certificate called for redemption in part only, the Trustee shall
execute and the Trustee shall authenticate and deliver to the registered owner thereof, a new Certificate
or Certificates in an aggregate principal amount equal to the unredeemed portion of the Certificate
surrendered. .
[END OF ARTICLE IV]
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-- "-.........-----...- . \...,.7'
e
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ARTICLE V
DISCHARGE OF TRUST INDENTURE
SectJion 5.01. Termination. The respective obligations and responsibilities ofRCPF and the
Trustee crea.ted by this Trust Indenture and the Trust created by this Trust Indenture shall terminate
upon the payment to the Certificateholders of all amounts required to be paid to them pursuant to this
Trust Indenture. All remaining trust property, if any, shall be distributed to Augusta. .
Secltion 5.02. Discharge of Lien.
(a) If there is paid or provision for payment is made as provided in paragraph (b) below, to
or for the Certificateholders, all amounts-.fequired to be paid on the Certificates, including redemption
premium; ifany, in the manner stipulated in the Certificates and in this Trust Indenture, and all'-'
Administr~lLtive Expenses due or to become due to and including the date of discharge of this Trust
Indenture, and if no Event of Default exists under the Installment Sale Agreement, then all rights and
'-t _, obligation:; ofRCPF and the Trustee under this Trust Indenture will terminate. and be of no further
force and effect and the Trustee will cancel and discharge the Security Deed and the Installment Sale
Agreement and reconvey, release and assign to Augusta all title and interest in and to the Project,
---"" except t}1.l~t the Trustee shall maintain amounts .50 required to be. paid under the-Ce.rtmcates-__-.:.. _ .- .
(b) The Certificates will be deemed to be paid when, (1) there has been irrevocably
depositeCl with Trustee, in trust and irrevocably set aside exclusively for such payment when due and
payable obligations of the type set forth in clause (i) of the definition of Permitted Investments which
are not callable prior to their maturity and which mature and bear interest in such amounts and at such
times as will provide such amounts and at such times as will insure the availability of sufficient moneys
to make the paYments described in paragraph (a) above when due and payable, and all necessary fees,
compem;ation and expenses of the Trustee pertaining to the Certificates; (2) the Trustee has received a
verification report with respect to the sufficiency of amounts described in clause (1), by a verifier
acceptahle to the in form and substance satisfactory to the Trustee; and (3) the Trustee has received
an opinion of Bond Counsel, rendered to the Trustee, to the effect that all of the requirements of this
Trust Indenture and the Installment Sale Agreement for the making of provision for paYment of the
Certificates as contemplated hereby have been complied with.
[END OF ARTICLE V]
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ARTICLE VI
DEFAULT PROVISIONS AND REMEDlES
Section 6.01. Defaults. Events of Default. The occurrence of any of the following events
shall constitute lID "Event of Default" under this Trust Indenture:
(a) Any failure by Augusta to deliver to the Trustee any amounts required to be so .
delivered by Augusta under the terms of the Installment Sale Agreement; or
(b) The occurrence and continuance of an "Event of Default" as such term is defined in the
Installment Sale Agreement,
:.- 'Section 6.02. Trustee's Remedies. When any Event of Default hereunder has OCCUlTed 'and is - -,
continuing, the Trustee shall have all the rights and remedies with respect to the Trust Estate as the
Seller has under the pertinent provisions of the Installment Sale Agreement and as are provided for in
the J.nstallment ~;ale Agreement, subject to the restrictions and limitations therein provided.
[END OF ARTICLE VI]
..... .--::-__._ "-.0":",,," _ _.. _ _ _'
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ARTICLE vn
THE TRUSTEE
Section 7.01. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon
it by this Trust Indenture, and agrees to perform said trusts, but only upon and subject to the following
express temns and conditions:
(a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all
Events of Default which may have occurred, undertakes to perform such duties and only such duties as
are specifically ~,et forth in this Trust Indenture. In case an Event of Default has occurred (which has
not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this
Trust Indenture, and use the same degree of care and skill in their exercise, as a reasonable man with
, 'fiduciary obligations would exercise or use under the circumstances in the'conduct of such-fiduciary
affairs.
(b) The Trustee may execute any of the trusts.or pe!wer&hereofand perform any of its
duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct
of the same in aGcordance with the standard specified above, and shall be entitled to advice of counsel
concerning all matters of trust hereof and thf."Jfllties-hereulJder:,...and.may._in..alLcases pay' such , "-~,..-
---, -.~easonablc.compensation to all such attorneys, agents,J:eceivers andemployees-as-may.roosonably be-.--
employed in connection with the trusts hereof-- The Trustee may- rely upon the opinion or advice of any
attorneys (who may but need not be the attorney or attorneys for RCPF) approved by the Trustee in
the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting
from any action or non-action in good faith in reliance upon such opinion or advice.
(c) The Trustee shall not be responsible for any recital herein, in the Installment Sale
Agreement, or in the Certificates (except in respect to the certificate of the Trustee endorsed on the
Certificates), or for the validity of the execution by RCPF of this Trust Indenture or of any supplements
hereto or instruments of further assurance, or for the sufficiency of the security for the Certificates
issued hereunder or intended to be secured hereby.
(d) The Trustee shall not be accountable for the use of any Certificates authenticated or
delivered hereunder. The Trustee may become the owner of Certificates secured hereby with the same
rights which it would have if not the Trustee.
(e) The Trustee shall be protected in acting upon any notice, request, consent, certificate,
order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to
have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to
this Trust Indenlture upon the request or authority or consent of any person who at the time of making
such request or ,giving such authority or consent is the registered owner of any Certificate, shall be
conclusive and binding upon all future owners of the same Certificate and upon Certificates issued in
exchange therefbr or in place thereof.
(f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any
instrument, pap(~r or proceeding, the Trustee shall be entitled in good faith to rely upon a certificate
signed by an authorized officer ofRCPF or Augusta as sufficient evidence of the facts therein
contained and pJ:ior to the occurrence ofa default of which the Trustee has knowledge, or is deemed to
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have notice purwant to Section 7.01(e), shall also be at liberty to accept a similar certificate to the
effect iliat any particular dealing, transaction or action is necessary or expedient, but may, at its
discretion secuft~ such further evidence deemed necessary or advisable, but shall in no case be bound to
secure the same. The Trustee may accept a certificate ofan authorized officer ofRCPF or Augusta
under its seal to the effect that a resolution in the form therein set forth has been adopted by RCPF or
Augusta, as applicable, as conclusive evidence that such resolution has been duly adopted, and is in full
force and effect. '
(g) The permissive right of the Trustee to do things enumerated in this Trust Indenture shall
not, unless othelrwise provided herein, be construed as a duty and it shall not be answerable for other
than its gross negligence or willful default.
(h) At any and all reasonable times, the Trustee an&"its duly-authorized agents, -attorneys,
experts, enginee:rs, accountants and representatives shall have the right to inspect any and all of the
books, papers allld records ofRCPF or Augusta pertaining to the revenues, receipts and payments
under the Installment Sale Agreement and the Certificatesj and to take such memoranda from and in
regard thereto as may be desired.
- (i) The Trustee shall not be.required. to give any bond OJ sur-ety in respCC! of -the execution
.. of the said trust:; and powers or otherwis~ in-respect of-the prerrdscs.: - _ __ _ _ _ _ - _ _
(j) Notwithstanding anything elsewhere in this Trust Indenture contained, the Trustee shall
have the right, but shall not be required, to demand, in respect of the authentication of any Certificates,
the withdrawal of any cash, or any action whatsoever within the purview of this Trust Indenture, any
showings, certificates, opinions, appraisals or other information, or corporate action or evidence
thereot: in addition to that by the terms hereof required, as a condition of such action by the Trustee
deemed desirable for the purpose of establishing the right ofRCPF to the authentication of any
Certificates, the withdrawal of any cash, or the taking of any other action by the Trustee.
(k) .AII moneys received by the Trustee shall, until used or applied or invested as herein
provided, be held in trust for the purposes for which they were received but need not be segregated
from other funds except to the extent required by law or hereunder. The Trustee shall not be under any
liability for interest on any moneys received hereunder except such as may be agreed upon pursuant to
the terms hereof
(1) No provision of this Trust Indenture shall require the Trustee to expend or risk its own
funds or otherwise risk any financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repaYment
of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(m) Except as set forth in this Trust Indenture, the Trust and the Trustee on its behalf shall
not have power to incur indebtedness or engage in other activities.
Section 7.02. Fees. Charges and E~penses of Trustee. The Trustee shall be entitled to
paYment and reimbursement for reasonable fees for its services rendered hereunder and all advances,
counsel fees and expenses and other expenses reasonably made or incurred by the Trustee in
connection with such services, but solely from payments made or to be made by Augusta under the
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Installment Sale Agreement and deposited into the Administrative Expense PaYment Fund. The
Trustee shall ha ve no lien on the Installment PaYments.
Section 7.03. Intervention by Trustee. In any judicial proceeding to which RCPF or
Augusta is a party and which, in the opinion of the Trustee and its counsel, might have a material
bearing on the interests of owners of the Certificates, the Trustee may intervene on behalf of the
Certificate hold,~rs, and shall do so if requested in writing by the owners of at least twenty-five 'percent
(25%) of the aggregate principal amount of Certificates then outstanding.
Section 7.04. Successor Trustee. Any corporation or association into which the Trustee may
be converted or merged, or with which it may be consolidated, or to which it may sell or transfer any
-portion of its cc1rporate trust business and assets relating to this Trust Indenture, or any corporation- or -
association resulting from any such conversion, sale,~mergef; eor..solidation or transfer to which it is a
party, shall be and become successor Trustee hereunder and vested with all of the title to the trust
estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its
predecessor, without the execution or filing of.any instrument or any further act, deed or conveyance
on the part of allY of the parties hereto, anything herein to the contrary notwithstanding.
Se~t!~m 7~05. -Re.\:ignation b~ Tn.~te.f'~The.TDlstee and-any sucre-asor-Trustee may..atany.__ _ _'_ _.
. - time resign from the trusts hemby-created by-giving-thirty'days!-\vritt-en-:::.otice by-registered .or certified
mail to. RCPF and to Augusta and-by United States mail, postage prepaid, to the registered Owner of .;..
each Certificate and such resignation shall take effect upon the appointment of a successor Trustee
pursuant to Section 7.06 and the acceptance of such appointment by such successor.
Section 7.06. Appointment of Successor Trustee by the Certificate holders: Temporary
Trustee. In c,we the Trustee hereunder shall resign or be removed, or be dissolved, or shall be in the
course of dissolution or liquidation or otherwise become incapable of acting hereunder, or in case it
shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a
successor may be appointed by the owners of a majority in aggregate principal amount of all
Certificates then Outstanding hereunder, by an instrument or concurrent instruments in writing signed
by such owners, or by their attorneys in fact, duly authorized and a copy of which shall be delivered
personally or sent by registered mail to RCPF and to Augusta. Nevertheless, in case of such vacancy,
RCPF may appoint a temporary Trustee to fill such vacancy until a successor to the Trustee shall be
appointed by the Certificate holders in the manner above prescribed; and any such temporary Trustee
so appointed shall immediately and without further act be superseded by any Trustee so appointed by
such Certificate holders. Notice of the appointment of a successor Trustee shall be given in the same
manner as prov.ided by Section 7.05 hereof with respect to the resignation ofa Trustee. Every such
Trustee appointed pursuant to the provisions of this Section shall be a trust company or commercial
bank with trust powers in good standing having a reported capital and surplus of not less than
$25,000,000, if there be such an institution willing, qualified and able to accept the Trust upon
reasonable or customary terms. In the event a successor Trustee has not been appointed by the
Owners of Certificates or has not accepted an appointment within sixty days of the resignation of the
Trustee, the Tmstee may petition a court of competent jurisdiction to appoint a successor Trustee.
Section 7.07. Concemina: Any Successor Trustee. Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to its or his predecessor and also to RCPF an
instrument in writing accepting such appointment hereunder, and thereupon such successor, without
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any further act, deed or conveyance, shall become fuUy vested with all the estates, properties, rights,
powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on
the written request ofRCPF, or of the successor Trustee, execute and deliver an instrument -
transferring to :;uch successor Trustee all the estates, properties, rights, powers and trusts of such
predecessor hereunder; and every predecessor Trustee shall deliver all securities, moneys, documents
and other property held by it as the Trustee hereunder to its or his successor hereunder. Should any
instrument in writing from RCPF be required by any successor Trustee for more fuUy and certainly
vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in
the predecessor any and all such instruments in writing shall, on request, be executed, acknowledged
and delivered by RCPF. The resignation of any Trustee and the instrument or instruments removing
any Trustee and appointing a successor hereunder, together with all other instruments provided for in
this Article, shall be filed or recorded by the successor Trustee in each recording office where this Trust
Indenture shall have been filed or recorded. . -.' -. -
The suc:cessor Trustee shall at all times be a commercial bank having trust powers or a trust
company.
Section 7.08. Appointment of Separate or Co-Trustee. It is the purpose of this Trust
- - Ind_enture that there shall b.e no violation of.any present or future -bow of any jurisdicti,on (including ._,__
particularly the law of the State) der.ying-Gr-r€3tricting the right-of banking corp,orations or associations
tcHrans.act business as the Trustee in such jurisdiction. In view of the foregoing, the Trustee is hereby
given the powe:r to appoint an additional individual or institution as a separate or co-trustee in the
foUowing circumstance:
In case of litigation under this Trust Indenture or the Installment Sale Agreement, and in
particular in the case of enforcement thereof on default, or in case the Trustee deems that by reason of
any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies
herein granted to the Trustee or hold title to the properties, in trust, and as herein granted, or take any
other action which may be desirable or necessary in connection therewith, the Trustee may appoint an
additional individual or institution as a separate or co-Trustee.
In the e:vent that the Trustee appoints an additional individual or institution as a separate or co-
Trustee, each ElIld every remedy, power, right, claim, demand, cause of action, immunity, estate, title,
interest and lien expressed or intended by this Trust Indenture to be exercised by or vested in or
conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-
Trustee but only to the extent necessary to enable such separate or co-Trustee to exercise such powers,
rights and remedies, and every covenant and obligation necessary to the exercise thereof by such
separate or co-Trustee shall run to and be enforceable by either of them.
Should any instrument in writing from RCPF or Augusta be required by the separate or co-
Trustee so appointed by the Trustee for more fuUy and certainly vesting in and confirming to him or it
such propertie:;, rights, powers, trusts, duties and obligations, any and all such instruments in writing
shall, on request, be executed, acknowledged and delivered by RCPF or Augusta. In case any separate
or co-Trustee, or a successor to either, shall die, become incapable of acting, resign or be removed, all
the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-Trustee, so
far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new
Trustee or a successor to such separate or co-Trustee.
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Section 7.09. Trustee Not Responsible for Oblieations of the Trust. The Installment Sale
Agreement shall be the property of the Trust, and not of the Trustee personally. The Trust, but not the
Trustee personally, shall be responsible and liable for any levies, liens and encumbrances on the Project
that are the su~iect of the Installment Sale Agreement and for any charges or taxes (local, state or
federal) imposed upon the sale, purchase, possession, ownership or use thereof. Without limiting the
generality of th,~ foregoing, in no event shall the Trustee personally be responsible for sales or use, ad
valorem or oth(~r taxes with respect to the Installment Sale Agreement or the Project subject to' the
Installment Sal(~ Agreement.
[END OF ARTICLE VII]
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ARTICLE vm
MISCELLANEOUS
Section 8.01. Amendment. This Trust Indenture may be amended from time to time by
RCPF and the Trustee, and the Trustee may from time to time consent to the amendment of the
Installment Salt~ Agreement, without the consent of any of the Certificate holders, to qualify this Trust
Indenture under the Trust Indenture Act of 1939, to cure any ambiguity, to correct or supplement any
provisions in this Trust Indenture or the Installment Sale Agreement that may be inconsistent with any
other provisions in this Trust Indenture or the Installment Sale Agreement, as the case may be, or to
add any other provisions with respect to matters or questions arising under this Trust Indenture or the
Installment Sale Agreement, as the case may be, that shall not-be inconsistent with the provisions of
this Trust IndeIltu..~ or the InstalL-nent Sale Agreement, as the case may be; provided, however, that
such action shaU not, as evidenced by an opinion of counsel, adversely affect in any material respect the
interests of any Certificateholder.
This Trust L,denture and the Installment Sale Agreement may also be amended from time to
time with the consent of the owners of not less than fifty-one percent of the aggregate outstanding
- priDt;.ipal amount of Cen:ificates for the pU1=p-Ose of adding any .provisions to o~. ~hanging in anY.JIl3.nner ~.
or eliminating ~Uiy of the provisions of this Trust- L'1denture or the Installment Sale Agreement or of _
modifying in any manner the rights of the owners of not less than fifty':'one percent. otthe aggr.egate -.' ,
outstanding principal amount of Certificates; provided, however, that no such amendment shall (a)
increase or reduce in any manner the amount ot: or accelerate or delay the timing ot: collections of
Installment Payments or distributions that are required to be made on any certificate or (b) reduce the
aforesaid percentage required to consent to any such amendment, without the consent of the registered
owners of all Certificates.
Promptly after the execution of any such amendment or consent, the Trustee shall furnish
written notification of the substance of such amendment or consent to each Certificateholder.
It shall not be necessary for the consent of Certificate holders under this Section 8.01 to
approve the particular form of any proposed amendment or consent, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificate holders shall be subject to such reasonable
requirements as the Trustee may prescribe.
Section 8.02 . Rights of Certificate holders. The death or incapacity of any Certificateholder
shall not operate to terminate this Trust Indenture or the Trust, nor entitle such Certificateholders legal
representative~: or heirs to claim an accounting or to take any action or commence any proceeding in
any court for 8. partition or winding up of the Trust, nor otherwise affect the rights, obligations, and
liabilities of thc~ parties to this Trust Indenture or any of them.
Anything in this Trust Indenture to the contrary notwithstanding, the holders of a majority in
aggregate principal amount of the Certificates then outstanding shall, upon providing to the Trustee
security and indemnification satisfactory to the Trustee, have the right, at any time, by an instrument or
instruments in writing executed and delivered to the Trustee, to direct the method and place of
conducting all proceedings to be taken in connection with the enforcement of the terms and conditions
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of this Trust Indenture~ provided that such direction shall not be otherwise than in accordance with the
provisions oflaw and of this Trust Indenture.
Section 8.03. Certificates Nonassessable and Fully Paid. Certificate holders shall not be
personally liabl,~ for obligations of the Trust, the fractional undivided interests represented by the
Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason
whatsoever, and Certificates upon authentication thereof by the Trustee are and shall be deemed fully
paid.
SectiOlll 8.04 . Severability. Ifany provision of this Trust Indenture shall be held or deemed to
be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision
or provisions herein or therein contained or render the same invalid, inoperative or unenforceable to
any extent whatever.
Section 8.05. Notices. Any notice, request, complaint, demand, communication or other
. paper shall be :;ufficiently given, and shall be deemed given when delivered or mailed hy registered or
certified mail, postage prepaid, or sent by telegram or telex, addressed to the parties as follows:
RCPF:
Richmond Count-j Public Facilities, Inc.. - .
c/o Burnside, Wall, Daniel, Ellison & Revell
454 Greene Street
Augusta, Georgia 30901
Attention: Mr. James B. Wall
Trustee:
Regions Bank
Corporate Trust Department
Sixth Floor
417 North 20th Street
Birmingham, Alabama 35203
The above parties may, by notice given hereunder, designate any further or different addresses
to which subst~uent notices, certificates or other communications shall be sent.
Section 8.06 . Payments Due on Saturdays. Sundays and Holidays. In any case where the
date of payment of principal of or interest on the Certificates or the date fixed for redemption of any
Certificates shall be other than a Business Day, then such paYment, redemption or purchase shall be
made on the succeeding Business Day with the same force and effect as if made on the date of maturity
or the date fixed for redemption or the date fixed for purchase.
Section 8.07 . Security Interest. It is intended by the parties hereto that the transfer and
assignment by RCPF to the Trustee hereunder of the Installment Sale Agreement and other assets
conveyed hereunder shall be absolute and RCPF shall not retain any right, title or interest whatsoever in
any thereof~ provided however, if and to the extent under applicable law RCPF shall be deemed to have
retained any l'~gal or equitable right, title or interest therein or thereto, RCPF hereby transfers. conveys,
releases and relinquish(~s the same in favor of the Trustee and, in the alternative, grants, to and creates
in favor of the Trustee a security interest therein. RCPF hereby relinquishes any and all rights it may
have to any surplus under Article 9, Section 502 of the Uniform Commercial Code of Georgia, and the
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Trustee hereby agrees that RCPF shall not be liable for any deficiency pursuant to that section, if that
section is applicable to the transactions contemplated hereby.
SectiOlu 8.08 . Counterparts. This Trust Indenture may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
SectiOlll 8.9. Applicable Provisions of Law. This Trust Indenture shall be governed by and
construed in accordance with the laws of the State.
IN WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC., has
caused these presents to be signed in its name and on its behalf by its President and attested by its
Sccretarj and its seal to be hereunto affixed; and the Trustee, to evidence its acceptance of the"1nists -:
created hereunder, has caused this Trust Indenture to be executed in its name by its duly authorized
officers and its corporate seal to be hereunto affixed and duly attested, all as of the day and year first
above written.
[END OF ARTICLE VIII]
Signed, sealed and delivered
in the presence of:
RICHMOND COUNTY PUBLIC FACILITIES,
INC.
By:
Title:
Unofficial Witness
Attest:
Title:
Notary Public
[ CORPORATE SEAL]
[NOTARIAL SEAL]
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Signed, sealed lllIld delivered
in the presence of:
Unofficial Witness
Notary Public
[NOTARIAL SEAL]
.
.
REGIONS BANK,
as Trustee
By:
Authorized Officer
Attest:
By:
Authorized Officer
[BANK SE~]. !
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EXHIBIT" A"
(Form of Certificate)
LEGEND: TIllS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN
"ACCREDITED INVESTOR" AS THAT TERM IS DEFINED BY REGULATION D
PROMULGATED BY THE SECURITIES EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED~ NO OFFICIAL STATEMENT-OR OTHER
OFFERING DOCUMENr HAS BEEN PREPARED OR EXECln~ED IN CONNECTION wrrn
THE ISSUANCE OF TIllS CERTIFICATE. TIllS CERTIFICATE SHALL NOT BE
TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAINED IN
SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12( d)(I)(i), THE EXEMPTION
., '..:,... FROM THE CONTINUING DISCLOSURE-:REQtJ~"'MENTSOF-SECWU'TIES'AA~ i
EXCHANGE COMMISSION RULE 15c2-12(b)(5) OR ANY SIMILAR RULES OR STATUTES IN
EFFECT AT THE TIME OF SUCH TRANSFER.
RICHMOND COUNTY PUBLIC FACILITIES, INC.
CERTIFICATE OF PARTICIPATION
(AUGUSTA GOLF COURSE PROJECT), SERIES 1998
~-'.
Evidencing a P:roportionate, Undivided Interest in an Installment Sale Agreement (the "Installment Sale
Agreement") Between Augusta, Georgia and Richmond County Public Facilities, Inc.
Maturity Date
Dated Date
Number
Registered Owner:
Initial Principal Amount:
Initial Interest Rate:
TIllS CERTIFIES THAT the principal amount of this Certificate less principal redemptions
thereof will be paid in lawful money of the United States of America to the registered owner shown
above, or registered assigns, upon Interest Payment Dates (as defined herein) in the amounts set forth
in the Trust Indenture and the final payment of principal upon surrender of this Richmond County
Public Facilities, Inc. Certificate of Participation (Augusta Golf Course Project), Series 1998 (this
"Certificate") on the Maturity Date shown above or on such earlier date or dates as herein descnoed,
with interest Oil said sum from the Interest PaYment Date next preceding the date of authentication
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.
hereof(unless the authentication date is an Interest PaYment Date or prior to the first Interest PaYment
Date, in which c;ase it shall bear interest from such authentication date) at the Initial Interest Rate set
forth above as the same may be adjusted as hereinafter provided payable on the Interest PaYment
Dates, subject to the provisions hereof respecting redemption before maturity.
This Certificate is one of the duly authorized Certificates issued in the aggregate principal
amount of$I,705,OOO. This Certificate is issued by the Richmond County Public Facilities, Inc.
Certificates of Participation (Augusta Golf Course Project), Series 1998 Trust (the "Trust") established
. under, and subject to the terms, provisions and oo.nditions ot: a Trust Indenture, dated as of June 1-,- _
1998 (the "Tru:;t Indenture"), between the Richmond County Public Facilities, Inc., (the "RCPF") and
Regions Bank, as trustee (the "Trusteell), to which Trust Indenture the owner of this Certificate by
virtue of the ac:eptance hereof assents and by which each such owner is bound. Copies of the Trust
" / Indenture may be obtained by Certificate ~101ders upon"request ita writing to-the ~rustee at its principal
corporate trust office in . This Certificate represents a fractional undivided
interest in a Public Purpose Installment Sale Agreement (the "Installment Sale Agreementll) between
RCPF and Augusta, Georgia C"AugustaiL. )"dated- as of June-i, 1998, and the lIDstallment PaymentS'( as
-6cn.ned in the 111.stallment Sale Agreement) to be made thereunder, a portion of which constitutes
principal and n::demption premium (if any) and- a portion of which constitutes interest. The fractional
interest represented by this Certificate is determined by dividing the outstanding principal amount
hereunder by the outstanding principal amount of all Certificates under the Trust Indenture. The
Installment Sal,~ Agreement is to be administered pursuant to the Trust Indenture. The Installment
PaYments under the Installment Sale Agreement will constitute currently budgeted expenditures of
Augusta. Augusta's obligations to make paYments under the Installment Sale Agreement shall be from
year to year only and shall not constitute a mandatory payment obligation of Augusta in any calendar
year beyond th,~ then current calendar year. The Installment Sale Agreement does not create a general
obligation of Augusta within the meaning of any constitutional debt limitation and does not directly or
indirectly obligate Augusta to make any paYments beyond those appropriated in the sole discretion of
Augusta for any calendar year in which the Installment Sale Agreement shall be in effect. Augusta is
not obligated to renew the Installment Sale Agreement from year to year, and the taxing power of
Augusta is not pledged directly or indirectly or contingently to secure the Installment PaYments.
The Certificates are issuable in the amount of$5,000 or any integral multiple thereot: in fully
registered fomL dated the Dated Date set forth above. Certificates may be transferred and exchanged at
the principal corporate trust office of the Trustee, in the manner and subject to the limitations and
conditions provided in the Trust Indenture.
The final principal installment of this Certificate is payable, at the Maturity Date shwon above,
upon the presentation and surrender thereof, at the corporate trust office of the Trustee and paYment of
the interest with respect to this Certificate and the semi-annual prinicpal installments shall be made by
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the Trustee on each Interest PaYment Date to the person appearing as the registered owner thereof as
of the close of business on the Record Date by check mailed to such registered owner at its address as
it appears on the registration books maintained by the Trustee or at such other address as is furnished
in writing to the Trustee, as registrar. The Record Date shall be the fifteenth day of the month
preceding each Interest PaYment Date.
Interest is payable in arrears on June 30 and December 31 of each year, commencing
--- December 31, 1998, until maturity, redemption or acceleration, and if such day is not a Business-Day,
on the next suC(;eeding Business Day..{each_such day bcing en '.1.nterest Payment Date"}: ,This -
Certificate shall bear interest at the Initial Interest Rate per annum shown above through December 31,
2003, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed 15% per
annum. "Adjusted Rate" means a rate of interest per annum equal to 95% of the United States
Treasury Bond rlite for five "(5) ycitr maturities which shall- lie 'deterrnined and set for each Adjusted <...- -,
Rate Period on.October 1 immediately preceeding the begining of such Adjusted Rate Period.
Adjusted Rate Period means the time period from January 1,2004 through December 31,2008 and
from-january I, 20U9'and thereafter. - ~. ,.
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Interest and the semi-annual priniipal installments due to any holder of Certificates in an
aggregate principal amount of$I,OOO,OOO or more will be paid, upon the request of any such holder
delivered to the: Trustee at least five Business Days prior to the due date of such paYments, by wire
transfer to an a,:;count designated by such holder.
Reference is made to the Trust Indenture, the Installment Sale Agreement, and to all
supplements th,ereto for a description of the nature and extent of the Trust Estate, the rights, duties and
obligations ofRCPF, the Trustee and Augusta, the rights of the holders of the Certificates, the issuance
of the Certificates, and the terms on which the Certificates are. or may be issued and secured, and to all
the provisions ofwruch the holder hereofby the acceptance of this Certificate assents.
Any term used in this Certificate as a defined term but not defined in this Certificate shall have
the meaning as.)igned to such term in the Trust Indenture or the Installment Sale Agreement.
References her,ein to the Certificate PaYment Fund and the accounts therein shall be to the Certificate
PaYment Fund and the accounts therein established under the Trust Indenture.
No recourse shall be had for the payment of the principal ot: or interest on this Certificate or for
any claim based hereon or upon any obligation, covenant, or agreement contained herein or in the Trust
Indenture, against any past, present or future member, commissioner, mayor, officer, director, trustee,
agent or employee of the Trustee, RCPF or Augusta, either directly or through the Trustee or RCPF ,
or any member, commissioner, mayor, officer, director, trustee, agent or employee of any successor of
the Trustee, RCPF or Augusta, either personally or in such capacity under any rule oflaw or equity,
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statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such
liability of any such member, commissioner, mayor" officer, director, trustee, agent or employee, as
such, is hereby lexpressly waived and released as a condition of any consideration for the execution of
the Trust Indenture and the issuance of this Certificate.
It is her,~by certified that all conditions, acts and things required to exist, happen and be
performed und~:r applicable law and under the Trust Indenture precedent to and in the issuance of this
Certificate,-exist, have happened and have-been performed, and that the issuance,_authentication. and-
delivery of this Certificate..have been duly authorize<L . ,_,.
This Certificate shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Trust Indenture until the certificate of authentication hereon shall have
been duly executed by the Trustee. ~.. . .~ ",' , <"
The Celtificates are subject to extraordinary optional redemption in whole or in part upon the
occurrence of certain events described in Section 5.3 oPthe Installment Sale Agreement' A . ~- -: -- ->f .
C'ExtraordLra:irJ' Purchase Option") and are otherwise subject to optional--re.demption e.voluntary ~,-:::,
Purchase Optionll) as a result of the exercise of certain purchase options of Augusta set forth in Section
4.5(c) of the Installment Sale Agreement from prepayments made by Augusta of Basic PaYments (as
defined in the Installment Sale Agreement) and other amounts, on any Interest PaYment Date, at the
principal amount thereof plus accrued interest to the redemption date,
The Cel.tificates are subject to mandatory redemption in whole, after tennination of the
Installment Sale Agreement as a result of an Event of Non-Appropriation or an Event of Default (as
defined in the lr1stallment Sale Agreement). The Trustee shall apply to the paYment of the redemption
price any amounts deposited from time to time in the Certificate PaYment Fund with respect to which
the Event of Non-Appropriation or Event of Default occurred. The Trustee may establish such
additional date:; for the paYment of portions of the redemption price as may be appropriate, taking into
consideration the dates when amounts available to pay portions of the redemption price are available.
Amounts available to pay the redemption price may be insufficient, and the holders of the Certificates
shall have no n:course for any such insufficiencies. Interest on the Certificates shall cease to accrue on
the date of any such redemption.
The CeJrtificates are subject to mandatory redemption in whole or in part on any Interest
PaYment Date lrom, and to the extent of: amounts deposited in the Redemption Subaccount of the
Principal Account of the Certificate PaYment Fund.
The re<l.emption price for all redemptions shall be equal to the principal amount being redeemed
plus accrued interest to any date on which the Certificates are scheduled to be redeemed.
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If the Ct:rtificates are to be redeemed in part following an Event of Default or an Event of Non-
Appropriation, :mch redemption shall be proportionate among all Certificates and each of the
Certificates shall be redeemed by its proportionate share. For each Certificate, "proportionate", means
an amount detenuined by multiplying the aggregate principal to be redeemed on all the Certificates
times a fraction the numerator of which is the outstanding principal amount of such Certificate and the
denominator of which is the outstanding principal amount of all Certificates.
If the Certificates are to be redeemed in part pursuant to an Extraordinary Purchase Option or a
--: Voluntary Optinn, the-Trustee shall prorate. the principal amount:cfCertificates to be redeemed among-
all owners in integral multiples of$5,000 in the manner set forth in the Trust Indenture.
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In the event the Certificates or portions thereof are called for redemption as aforesaid, notice
thereof identifying the Certificates or portion:tthereof to be redeemed will be given by the Trustee by
mailing a copy of the redemption notice by first-class mail at least thirty days and not more than sixty
days prior to the date fixed for redemption to the registered owner of each Certificate at his address as
, ----~ the Same"shall iast appear upon the registration books: Failure to'give such notice by mailIng to ai1y..~
y,;Gertillcatehold{:r or any defect therein, shall not affect the vafidity of the redemption of any oilier--::-...
Certificates. Upon the giving of notice, if sufficient funds available solely for redemption are on
deposit with tht~ Trustee, the Certificates or portions thereof so called for redemption cease to bear
interest on and after the specified redemption date.
GENERAL PROVISIONS
The tenn "Business Day" shall mean any day excluding Saturday, Sunday and any day on which
banks in Augusta, Georgia or in such other city in which the principal corporate trust office of the
Trustee is located are authorized by law or other governmental action ~o close.
Interest hereon shall be computed on the basis of a 360-day year of twelve thirty-day months.
Subject to the provisions of the legend set forth at the top of this Certificate and the provisions
of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered owner hereof on
the books kept by the Trustee, in person or by his attorney duly authorized in writing, upon surrender
of this Certificate for transfer at the principal corporate trust office of the Trustee, and upon paYment
of the charges ~Uld subject to the conditions provided in the Trust Indenture. Upon such transfer a new
Certificate or Certificates for the same aggregate principal amount of Certificates will be issued to the
designated transferee or transferees.
The Tnastee may deem and treat the registered owner hereof as the absolute owner hereof
(whether or nOlt this Certificate shall be overdue) for the purpose of receiving paYment ot: or on
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account ot: principal hereof and interest due hereon and for all other purposes, and the Trustee shall
not be affected "by any notice to the contrary.
The Trustee will not be required to (i) transfer or exchange this Certificate during the period of
fifteen days next preceding any day upon which notice of redemption of such Certificate is to be made
or (ii) transfer or exchange any such Certificate after the giving of notice calling such Certificate for
redemption.
To the f~xtent permitted by, and as provided-in, -the Trust Indenture, modi5.cations or'
amendments of the Trust Indenture or the Installment Sale Agreement, may be made in certain
circumstances by the Trustee and RCPF without the consent of Certificate holder and in other instances
upon the consent in writing of the owners of not less than fifty-one percent in aggregate principal
amount of the Certificates ,hen outstanding. . . '" "'.
IN WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC F ACILITIES, INC. has
Caused this.Certificate to be executed in .its'name arid on its behalf by-the manual or facsimile signatUre ----
'ofan authorized officer of the Trustee and the CCiiporate seal of the Trustee to be Jrer-eunto affixed by
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facsimile or actual impression and attested to by the manual or facsimile signature of an authorized
officer of the Trustee, all as of the year and day first above written.
RICHMOND COUNTY PUBLIC FACILITIES, INC.
CERTIFICATES OF PARTICIPATION (AUGUSTA
GOLF COURSE PROJECT), SERIES 1998 TRUST
By: REGIONS BANK,
as Trustee
By:
Its Authorized Offi~r
" t
Attest:
lis Authorized Officer
[BANK SEAL]
CERTIFICATE OF AUTIIENTICATION
This Ct~rtificate is one of the Certificates described in the within-mentioned Trust Indenture.
Date of Authentication: July
,1998
Regions Bank,
AS TRUSTEE
By:
Authorized Signatory
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
[please insert name and Social Security or other
identifying number of assignee] the within Certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints attorney, to transfer the within Certificate
on the books kept for registration thereat: with full power of substitution in the premises. The
undersigned C(~rtifies that it has complied with the restrictions set forth in the investment letter executed
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by the undersigned at the time of its purchase of this Certificate and the legend set forth at the
beginning of this Certificate, and that the transferee has delivered to the Trustee an investment letter in
substantially thf~ same form as executed by the undersigned at the time of its purchase of the
Certificate.
Dated:
NOTICE: The signature to this assignment must
correspond ..vith the name as it appears upon the face.of .-
the within Certificate in every particular, without
alteration or enlargement or any change whatever.
Signature Guaranteed By:
. ,
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[Brid of Form ofCertificater
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EXHIBIT "e"
STATE OF' GEORGIA
RlICHMOND COUNTY
WARRANTY DEED
THIS INSTRUMENT is made as of the 1st day of June, 1998 between AUGUSTA,
GEORGIA, a consolidated government and a political subdivision of the State of Georgia
("Grantor") and RICHMOND COUNTY PUBLIC FACILITIES, INC., a Georgia non-profit
corporation ("Grantee") (the terms Grantor and Grantee include their respective heirs, legal
" ~." -" representatives, successors and assigns where the contem heroofrequires or permits). A ~ ..i .,
WYrNESSETH THAT: Grantor, for and in consideration of the sum ofTen and No/lOO
Dollars ($10.00},and other good-andva1uab!~consideration, in"hand-paid-at and.before the--'- _ ;..,- -'\-
sealing and tjelivery of these presents, the reoJ~.ipt.. adequacy and sufficiency'ofwhich are-hereby -. - - ==
acknowledged by Grantor, has granted, bargained; -sold, and conveyed, and by these presents does
hereby gran.t, bargain, sell and convey unto Grantee, the real property described in Exhibit "A"
attached hereto and by this reference incorporated herein (the "Property").
TO HA VE AND TO HOLD the above-described tract or parcel ofland, together with all
and singular the rights, members and appurtenances thereof, to the same being, belonging or in
any wise appertaining, to the only proper use, benefit, and behoof of Grantee, forever in FEE
SIMPLE.
AND, the Grantor will warrant and forever defend the right and title to the above-
described tract or parcel ofland unto the Grantee against the lawful claims of all persons
whomsoever.
IN 'WITNESS WHEREOF, Grantor has signed and sealed this instrument the day and
year first above written.
Signed, sealed and delivered in
the presence of:
AUGUSTA, GEORGIA
By:
Unofficial \\'itness
Its
Mayor
Notary Puhlic
Attest:
Its
Clerk
[SEAL]
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EXHIBIT" A"
WARRANTY DEED
ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in
Augusta-RiclJ.mond County, Georgia, lying on the western side of Highland Avenue, containing 142.00
acres, more or less. and being bounded as follows:
On the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman,
and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the
Office of the Clerk of Superior Court of Richmond County, Georgia, in- Realty Book, 11 U, page 319 (the
- "Brickle Property"); and (2) by property of Augusta-Richmond County, Geo.rgia.known_as the "~aniel
Field Airport". and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates
which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the" Airport Property").
On tlie East, by the Airport Property and by the right-of-way of Highland,Avenue.
OIi the South, by the right-of-way of Damascus Road; and
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On the West, by the following tracts of land: (l)-property of Garren~and Nordmann, as shown
.. 011 that certain plat dated February 26, i987, prepared by George L. Godman and recorded in Realty Reel ' ..,. . .
259, page 1'729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17,
1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said
Clerk's Offi.ce; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by
George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office;
(4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel
490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat
dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates,
llnc. and re<:orded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta-
Richmond (~ounty, Georgia acquired by deed dated AugUst 4, 1994, and recorded in Realty Reel 467,
pages 37o-~~72, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page
409, in said Clerk's Office; and (6) the Brickle Property.
REFERENCE is hereby made to the recorded plats and deeds referenced above for a more
complete and accurate description as to the metes, bounds and location of the subject property.
THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records
of Augusta-Richmond County, Georgia.
SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the subject
property ill a general north-south direction.
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EXHIBIT "D"
DEED TO SECURE DEBT AND SECURITY AGREEMENT
THIS DEED TO SECURE DEBT AND SECURITY AGREEMENT (this
"Security Deed"), made and entered into as of this 1st day of June, 1998, by and between
RICHM01'il) COUNIY PUBUC FACILITIES, INe., a Georgia non-profit corporation
(the "Corporation"), and REGIONS BANK, a state chartered bank and trust company
organized under the laws of the State of Alabama, as Trustee (the "Trustee");
. WITNESSETH:
1.01 TIIATFORAND INCONSIDERATION of the sum of $10.00 and other
valuable cOfi.siderations, the receipt. and sufficienc)'I-w.heFeoLare-hereby acknowledged,
and in order to secure the indebtedness and other obligations hereinafter set forth, :the
Corporation does hereby grant, bargain, sell, convey, assign, transfer, pledge, and set over
unto the '~~rustee'the folloWing described property (collectively, the "Premises"): (a) all ~-
.- those certain tracts;-pieccs or parcels of land (and any easements or other-interests ~_
land) more particularly described in Exhibit "A" hereto (the "Land"); (b) all buildings,
structures and improvements of every nature whatsoever now or hereafter situated on
the Land; and all right, title and interest of the Corporation in all fixtures, machinery,
building supplies and materials and all other articles of property of every kind and nature
acquired with proceeds of the Certificates (hereinafter defined), and constituting the
"Project" described in the Installment Sale Agreement (hereinafter defined); and all
extensiom:, additions, improvements, betterments, renewals and replacements,
substitutions, or proceeds of any of the foregoing constituting proceeds acquired with
cash proceeds of any of the property described hereinabove; all of which foregoing items
are hereby declared and shall be deemed to be fixtures and accessions to the Land and
a part of the Premises as between the parties hereto and all persons claiming by, through
or under them, and which shall be deemed to be a portion of the security for the
indebtedness herein described and to be secured by this Security Deed; (c) all easements,
rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights,
waters, water courses, water rights, numerals, flowers shrubs, crops, trees, timber and
other emblements now or hereafter located on the Land or under or above the same or
any part or parcel thereof, and all estates, rights, titles, interests, tenements,
hereditaments and appurtenances, reversions and remainders whatsoever, in any way
belonging;, relating or appertaining to the Premises or any part thereof, or which
hereafter ~hall in any way belong, relate or be appurtenant thereto, whether now owned
or hereaf1~er acquired by the Corporation; and (d) all proceeds of any of the property
described above.
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THIS SECURITY DEED IS A "CONSTRUCTION MORTGAGE" AS THAT
TERM IS DEFINED IN THE OFFICIAL CODE OF GEORGIA ANNOTATED
~11-9-313(l)(c) AND SECURES AN OBUGATION INCURRED FOR, THE
CONSTRUCTION OF IMPROVEMENTS UPON LAND.
1.02 TO HAVE AND TO HOLD the Premises and all parts, rights, members
and appru:tenances thereof. to the use, benefit and behoof of the Trustee, IN FEE
SIIv1PLE forever; and the Corporation covenants that the Corporation is lawfully seized
of the Premises as aforesaid and has good right to convey the same, that the same are
unencumbered except for those matters expressly set forth in the title insurance policy
insuring the lien of this Security Deed delivered in connection with the delivery hereof,
rlIld the CDrporatiOIvdocs.warrant and will fore"V'ef ,defend the title thereto againstrthe "' I .
claims of all persons claiming through it, except as to the matters set forth in said title .'
insurance policy.
l.o.3~THIS SECURITY DEED is a deed passing the title-co-the Premises to~the
Trustee and is made under the laws of the State of Georgia relating to deeds to secure
debt, and. is not a mortgage, and is given to secure the payment of the following
described obligations (collectively, the "Obligations"): (a) the payment of the Richmond
County Public Facilities, Ine. Certificates of Participation (Augusta Golf Course Project),
Series 1998 (the "Certificates"), representing undivided interests in all the obligations of
Augusta, Georgia ("Augusta"), a body politic and corporate and a political subdivision of
the State of Georgia under the Installment Sale Agreement, notwithstanding the
temUnation of the Installment Sale Agreement or the invalidity of the Installment Sale
Agreement as to Augusta, in whole or in part, together with all renewals, modifications,
consolidations, replacements and extensions thereof (the Installment Sale Agreement and
the Certificates are in the principal amount of $1,705,000 with the final payment being
due on or before June 30,2013; and (b) any and all additional advances made or costs
or expenses incurred by the Trustee to protect or preserve the Premises or the security
interest crl~ated hereby, or for taxes, assessments or insurance premiums as provided in
the Installment Sale Agreement. For purposes of this Security Deed, the term
"InstalhneJllt Sale Agreement" shall mean the Public Purpose Installment Sale Agreement
of even date herewith between the Corporation and Augusta, which has been assigned
by the Co:rporation to the Trustee pursuant to a Trust Indenture of even date herewith
between the Corporation and the Trustee (the "Trust Indenture"); and the term
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"Documents" shall mean this Security Deed, the Trust Indenture the Installment Sale
Agreement, the Certificates and any other documents to or of which the Trustee or
Augusta i~; a party or beneficiary now or hereafter evidencing, securing or othenvise
relating to the Obligations or the Premises. This Security Deed is expressly made prior
and senior- to the Installment Sale Agreement and to the conveyance of the Premises
made by the limited warranty deed with reverter delivered pursuant thereto. The Trustee
is acting hereunder in its capacity as the "trustee" under the Trust Indenture. nus
Security Deed is given in confirmation of the assignment and transfer to the Trustee
contained:in the Trust Indenture of the rights, title and interest of the Corporation with
respect to the Premises, and to document and afford to the Trustee the rights peimitted
by law with respect tcrde~ds to secure debt and, seCurity agreements with respect to the
Premises.
,1 J. ... 1.04'. SHOUID-THEOBUC'~TIONS,BEPAIDaccordingtothetenoFandeffect (I .-'f.
thereof when the same shall become due and payable, then this Security Deed-shall be
canceled and surrendered.
6- LOS NOT WITHSTANDING ANYfHINC'-HEREIN OR IN THE OTIfB.F<:.
DOCUMENTS OR CLOSING DOCUMENTS TO THE CONfRARY, THE LIABILI1Y
OF THE CORPORATION WITH RESPECf TO ITS OBLIGATIONS HEREUNDER
OR THEREUNDER SHALL BE LIMITED TO ITS INfEREST IN THE PREMISES.
AND NO PERSONAL LIABIUTY OR RESPONSIBILITY, WHETHER EXPRESS,
IMPLIED, OR ARISING BY OPERATION OF LAW, IS ASSUMED BY THE
CORPORATION, NOR SHALL ANY PERSONAL LIABILI1Y OR RESPONSIBIUTY
BE ASSERTED OR ENFORCEABLE AGAINST THE UNDERSIGNED, ALL SUCH
PERSONAL LIABILI1Y OR RESPONSIBILI1Y BEING HEREBY EXPRESSLY
WAIVED BY THE TRUSTEE.
COVENANTS AND AGREEMENTS
2.01 Seauity Agreement. This Security Deed is hereby made and declared to be
a security agreement encumbering each and every item of personal property included
herein as a part of the Premises, in compliance with the provisions of the Uniform
Commercial Code as enacted in the jurisdiction applicable thereto (the "Commercial
Code"). lbe remedies for any violation of the covenants, terms and conditions of the
security a.greement contained in this Security Deed shall be as prescribed herein, or as
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prescribed by general law, or as prescribed by the Commercial Code, all at the Trustee's
election in the discretion of the Trustee.
2.02 Further Assurances. Mer-Acquired Property. The Corporation shall, and
shall cause Augusta to, execute and/or deliver (and pay the costs of preparatiQn and
recording thereof to the Trustee, upon demand, any further instrument or instruments
so as to evidence, reaffirm, correct, perfect, continue or presexve the obligations of the
Corporati.on or Augusta under the Documents, the collateral at any time securing or
intended to secure the Documents, and the first and prior legal security title and
- interests of the Trustee to all or any part of the Premises, whether now owned or
hereafter atqui.red by the Corporation or Augusta. Upon any failure of the CorporatioR_'
or Augus~L so to do, the Trustee may make, execute, record, file, re-record and/or re-file
any and all such instruments for and in the name of the Corporation or Augusta, and the
.. '~C6rporation hereby (and 1"hall c.ause.Augusta to) irrevocably appoints the Trusteelagtmt ;::.
and attoITley-in-fact to do so.
c..-- .-- 2:03 -Conveyance or EncUmbrance. . Neither the .Corpo:ration"'-{except:::as-to--- -----
Augusta as contemplated by the Installment Sale Agr.eement) nor Augusta shall
encumber;, pledge, convey, transfer or assign any or all of their respective interest in the
Premises, or execute or consent to any instrument or matter which might affect the title
to the Premises.
2.04 Conveyance to Augusta. Notwithstanding Paragraph 2.03 above, or any
other provision of this Security Deed, the Trustee hereby consents to the execution of
the Installment Sale Agreement and the conveyance of the Premises to Augusta, subject
and subordinate to this Security Deed; provided, however, the Trustee's interest in the
Premises and this Security Deed shall constitute and remain a first priority security title
and lien :in and to the Premises in favor of the Trustee, superior in all respects to the
interest of Augusta.
DEFAULT AND REMEDIES
3.01 Defaults. The term "Default," wherever used in this Security Deed, shall
mean anyone or more of the following events: (a) a failure in payment of any portion
of the Obligations; or (b) the occurrence of an Event of Default or an Event of Non-
Appropriation under the Installment Sale Agreement.
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3.02 Rights Upon Default. If a Default shall have occurred, then the Trustee, at
its option, may do anyone or more of the following (and, if more than one, either
concurrently or independently, and in such order as the Trustee may determine in its
discretion), in addition to its other remedies under the Documents, all without regard
to the adequacy or value of the security for the Obligations.
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(a) Enter upon and take possession of the Premises without the appointment
of a receiver, or an application therefor; at its option, operate the Premises; at its option.
exclude the Corporation, Augusta and its agents. employees and assigns wholly
therefrom; at its option, employ a .managing agent of the Premises; and at its option,
exercise.a.ny one or more of the rights and, powers of the Corporation to the same extent "--."-
as the Corporation could, either in its own name, or in the name of the Corporation; and
receive the rents, incomes, issues and profits of the Premises. The Trustee shall have no
" c. obligation~to di,scharge ?-.ny duties of a landlord to any tenant or to.incur anyliabilityas, ..oS
a result of any exercise by the Trustee of any rights hereunder; and the Trustee shall not
be liable for any failure to collect rents, issues, profits or revenues, nor liable to account
. for any rents, issues, profits or revenues unless adually recefved by the Trustee.
'.
(b) Apply, as a matter of strict right, without notice and without regard to'the
solvency of any party bound for its payment, for the appointment of a receiver to take
possession of and to operate the Premises and to collect and apply the incomes, rents,
issues, profits and revenues thereof
(c) Pay, perform or observe any term, covenant or condition of this Security
Deed and. any of the other Documents and all payments made or costs or expenses
incurred by the Trustee in connection therewith shall be secured hereby. The necessity
for any su:::h actions and the amounts to be paid shall be determined by the Trustee in
its discretion. The Trustee is hereby empowered to enter and to authorize others to enter
upon the Premises or any part thereof for the purpose of performing or observing any
such defaulted term, covenant or condition without thereby becoming liable to the
Corporation, Augusta or any person in possession holding under the Corporation or
Augusta. 1be Corporation hereby acknowledges and agrees, and shall cause Augusta to
acknowledge and agree, that the remedies set forth in this Paragraph 3.02(c) shall be
exercisable by the Trustee, and any and all payments made or costs or expenses incurred
by the TnlStee in connection therewith shall be secured hereby.
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(d) Sell the Premises or any part of the Premises at one or more public sale or
sales at the:: usual place for conducting sales in the county in which the Land or any part
of the Land is situated, to the highest bidder for cash, in order to pay the Obligations,
and all expenses of sale and of all proceedings in connection therewith, including
reasonable attorney's fees, after advertising the time, place and terms of sale once a week
for four weeks immediately preceding such sale (but without regard to the number of
days) in a newspaper in which sheriffs sales are advertised in said county, all other notice
being hereby waived by the Corporation. At any such public sale, the Trustee may
execute and deliver to the purchaser a conveyance of the Premises or any part of the
Premises i.n fee simple, with full'warranties of title, arid to this end the Corporation
.. -:. ~ "hereby constitutes and appoints the Trustee the agent and attorney-in:fact~'of' the
Corporation to make such sale and conveyance, and thereby to divest the Corporation
and Augusta of all right, title and equity that the Corporation or Augusta may have in
. (; . . \ '.' ~d to the Prttmises and to vest the same in the.purchaseror'purchasers at'such,sale Of. (:. ~.:. -fJ
sales, and all the acts and doings of said agent and attorney-in-fact are hereby ratified
and confinned, and any recitals in said conveyance or conveyances as to facts essential
- to a valid :iale shall be "binding upon the'Corporation..-The afOresaid poweiof sale and'
agency he:reby granted are coupled ~vi.Lh an.interest arra' are irrevocable by death or
otherwise, and shall not be exhausted by one exercise thereof but may be exercised until
full payment of all of the Obligations. In the event of any sale under this Security Deed
by virtue of the exercise of the powers herein granted, or pursuant to any order in any
judicial proceeding or otherwise, the Premises may be sold as an entirety or in separate
parcels and in such manner or order as the Trustee in its discretion may elect, and one
or more exercises of the powers herein granted shall not extinguish nor exhaust such
powers, until the entire Premises are sold or the Obligations are paid in full. The Trustee
may, at its option, sell the Premises subject to the rights of any tenants of the Premises, ,
and the failure to make any such tenants parties to any foreclosure proceedings and to
foreclose their rights will not be asserted by the Corporation to be a defense to any
proceedings instituted by the Trustee to collect the Obligations. If the Obligations are
now or hereafter further secured by any chattel mortgages, pledges, contracts of guaranty,
assignments of lease or other seauity instruments, the Trustee may at its option exhaust
the remedies granted under any of said security either concurrently or independently,
and in sudt order as the Trustee may determine in its discretion. Upon any foreclosure
sale, the Trustee may bid for and purchase the Premises and shall be entitled to apply
all or any part of the Obligations as a credit to the purchase price. In the event of any
such foreclosure sale by the Trustee, the Corporation shall be deemed a tenant holding
over and shall forthwith deliver possession to the purchaser or purchases at such sale or
6
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be sununarily dispossessed according to provisions of law applicable to tenants holding
over. In case the Trustee shall have proceeded to enforce any right, power or remedy
under this Security Deed by foreclosure, entry or otherwise or in the event the Trustee
commences advertising of the intended exercise of the sale under power provided
hereunder, and such proceeding or advertisement shall have been withdrawn,
discontinued or abandoned for any reason, then in every such case (i) the Corporation
and the Trustee shall be restored to their former positions and rights, (ii) all rights,
powers and remedies of the Trustee shall continue as if no such proceeding had been
taken, (Hi) each and every Default declared or occurring prior or subsequent to such
withdrawalt, discontinuance or abandonment shall be deemed to be a continuing Default,
-: . '-. and (iv) neither this' Security Deed, nor the Obligations, nor any other-DocUmerlt shall
be or shall be deemed to have been reinstated or otherwise affected by such withdrawal,
discontinutaI1ce or abandonment; and the Corporation hereby expressly waives the
~'J .... benefit of .my statute or rule of law no""'provided; or whioh may hf'IeafterLbeprovided, ""
which would produce a result contrary to or in conflict with this sentence.
(e)' The Ttustee may apply-any moneys ana:proceeds receiyed by the Trustee
as a result of the exercise by the Trustee of any Tfght conferred under this Section 3.02
in such order as the Trustee in its discretion may elect against (i) all costs and expenses,
including reasonable attorneys fees, incurred in connection with the operation of the
Premises; (ii) all costs and expenses, including reasonable attorneys' fees, incurred in the
collection of any or all of the Obligations, including those incurred in seeking to realize
on or to protect or preserve the Trustee's interest in any other collateral securing any or
all of the Obligations; (Hi) any or all unpaid principal on the Obligations; and (iv)
accrued interest and charges on any or all of the foregoing. Any residual after such
application shall be paid to Augusta.
(f) Notwithstanding anything herein to the contrary, following any Default,
the Trustee shall have no obligation to exercise remedies after an Event of Default or
Event of Non-Appropriation unless it shall have received satisfactory indemnity and
written in::tructions from the Owners of at least 25% of the aggregate principal amount
of Certificates then outstanding.
GENERAL CONDITIONS
4.0 I No Waiver. Remedies Cumulative. No delay or omission by the Trustee
to exercise: any right, power or remedy accruing upon any Default shall exhaust or impair
7
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any such ri,ght, power or remedy or shall be ronstroed to be a waiver of any such Default
or acquiescence therein, and every right, power and remedy given by this instrument to
the Trustee may be exercised from time to time and as often as may be deemed
expedient by the Trustee. No consent or waiver, expressed or implied, by the Trustee to
or of any Default shall be deemed or construed to be a consent or waiver to or .of any
other Default. No delay, indulgence, departure, act or omission by the Trustee shall
release, discharge, modify, change or otherwise affect the obligations of the Corporation
or Augusta or any subsequent purchaser of the Premises or any part thereof, or preclude
the Trustee from exercising any right, privilege or power granted herein or alter the
security title, security interest or lien hereof. No right, power or remedy conferred upon
-- or reserved to the Trustee hereunder is intended to be exclusive .of-any other fight;'power
or remedy, but each and every such right, power and remedy shall be cwnulative and
concurrent and shall be in addition to any other right, power and remedy given
.; .',. '" .' hereunder or under the other Documents cr'now or hereafter existing at law, in equity
or by statute.
- 4.6:2 'Miscellaneous: This Security' Beed shall inure to the benefit 'of and be -
binding upon the Corporation and th~'Fr'~ree and their respective heirs, executors, legal
representatives, successors, successors-in-title and assigns, subject to all restrictions on
transfer herein. The Docwnents (and any interest therein) are assignable by the Trustee,
and any assignment of the Documents by the Trustee shall operate to vest in the
assignee cill rights and powers conferred upon and granted to the Trustee by the
Documents; and, in the event of any such assignment of the entire interest of the Trustee
in the Documents, the Trustee shall be relieved of all obligations and liabilities under the
Docwnents; the Documents may not be assigned by the Corporation without the prior
consent of the Trustee, which may be given or withheld at the discretion qf the Trustee.
The Doc1l1ments may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against whom enforcement of such change,
waiver, discharge or tennination is sought. The Documents contain the entire agreement
between the Corporation and the Trustee and between the Corporation and Augusta
relating to the transactions contemplated hereby and supersede entirely any and all prior
written or oral agreements with respect thereto; and the Corporation and the Trustee
hereto acknowledge and agree that there are no contemporaneous oral agreements with
respect to the subject matter hereof. Nothing contained in the Documents shall be
construed. to create an agency partnership or joint venture between the Corporation,
Augusta and the Trustee. All personal pronouns used in the Docwnents whether used in
the masarnne, feminine or neuter gender, shall include all other genders, the singular
8
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shall include the plural, and vice versa. Titles of articles and sections in the Documents
are for convenience only and in no way define. limit, amplify or describe the scope or
intent of any provisions thereof. When anything is described in the Documents in
general telrms and one or more examples or components of what has been described
generally j,s associated with that description (whether or not following the word
"including"), the examples or components shall be deemed illustrative only and shall not
be construed as limiting the generality of the description in any way. Wherever in the
Document) the approval or consent of the Trustee is required or permitted, or wherever
a requirement of the Trustee or the standard of acceptability or satisfaction of the
Trustee must be determined, such approval, consent or determination of the Trustee
shall not be nnreasonably exercised; provided, how-ever, .that wherever it is indicated that
such approval, consent or determination is to be given or made at the option or in the
discretion or judgment of the Trustee, then the Trustee may grant or withhold such
approval or consenLor.makesuch dcterrninati.on without restriction in its sole and
absolute discretion. If any provisions of the Doaunents or the application thereof to any
person or circumstance shall be invalid or unenforceable to any extent, the remainder of
-each of the docwnents and the application of such provisions to other persons or
circumstances shall not be affected thereby and shall be enforced to the greatest extent
permitted by law. Time is of the essence with respect to each and every covenant,
agreement and obligation of the Corporation under the Documents. All exhibits referred
to in the Documents are by such reference incorporated into the Documents as if fully
set forth therein.
4.03 Communications. Unless and except as otherwise specifically provided
herein, any and all notices, elections, approvals. consents, demands, requests and
responses thereto ("Communications") permitted or. required to be given under the
Doaunents shall be in writing, signed by or on behalf of the party giving the same, and
shall be deemed to have been properly given and shall be effective upon the earlier of
receipt thereof or deposit in the United States mail, postage prepaid, certified with return
receipt requested to the other party at the address of such other party set forth
hereinbelow or at such other address within the continental United States as such other
party may designate by notice specifically designated as a notice of change of address and
given in accordance herewith; provided, however, that the time period in which a
response to any such Communication must be given shall commence on the date of
receipt thereof. and provided further that no notice of change of address shall be effective
with respect to Communications sent prior to the time of receipt thereof. Receipt of
Communications under the Documents shall occur upon actual delivery (whether by
mail, telecopy transmission, messenger, courier service, or otherwise) to any person who
is an officer, agent or employee of the Corporation at any location where such person
may be found, or to an officer, agent or employee of the Corporation or the Trustee, at
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the address of such party set forth hereinbelow, subject to change as provided
hereinabove. An attempted delivery in accordance with the foregoing, acceptance of
which is refused or rejected, shall be deemed to be and shall constitute delivery; and an
attempted delivery in accordance with the foregoing by mail, messenger, or courier
service (wbichever is chosen by the sender) which is not completed because of changed
address of which no notice has been received by the sender in accordance with this
provision :ihall also be deemed to be and constitute receipt. Any such communication,
if given to the Trustee, shall be addressed as follows, subject to change as provided
hereinabove:
Regions Bank
Corporate Trust Department
Sixth Floor
417 North 20th Street
Birmingham, Alabama 35203
and', if given to the Corporation, must be addressed as. follows, subject to' change as
provided. hereinabove:
Richmond County Public Facilities, Inc.
c/o Burnside, Wall, Daniel, Ellison & Revell
454 Greene Street
Augusta, Georgia 30901
Attention: Mr. James B. Wall
With a copy to:
Augusta, Georgia
530 Greene Street
Augusta, Georgia 3090 I
Attention: Mr. Charles R Oliver, Administrator
4.04 Greater Estate. In the event that the Corporation is the owner of a lesser
estate with respect to any portion of the Premises and the Corporation obtains a fee
estate in ;such portion of the Premises, then, such fee estate shall automatically, and
without further action of any kind on the part of the Corporation, be and become
subject to the security title and lien hereof.
4.05 Applicable Law. This Security Deed shall be interpreted, construed and
enforced according to the laws of the State of Georgia.
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4.06 Recording. 'This Seanity ~ is to be recorded in the records of the Clerk
of the Superior Court of Richmond County, Georgia.
IN WITNESS WHEREOF, the Corporation has executed this Security Deed
under seal, as of the day and year first above written.
Signed, sealed and delivered
in the pre:ience of:
RICHMOND COUNIY PUBUC FACILITIES, INC.
By:
-, -", . Its-.
Unofficial Witness -
President
Attest:
I It.l)
. Notary Public
[NOTARJAL SEAL]
Secretary
[CORPORATE SEAL]
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The Trustee has executed this Security Deed for the purpose of becoming a
signatory to the security agreement set forth herein.
Signed, sealed and delivered
In the presence of:
REGIONS BANK, as Trustee
By:
Unofficial Witness
TItle:
Attest:
. " TItle:
Notary Public
[NOTARrAL SEAL]
12
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EXlDBIT "A"
DEED TO SECURE DEBT AND
SECURITY AGREEMENT
ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being In
Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing 142.00
acres, more or less, and being bounded as follows:
On the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman,
and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the
-- Office of the Clerk of Superior Court of Richmond County, Georgi_a, in Realty Book 11 U, page 319 (the
aBrickle Propelty-); and (2) by property of Augusta-Richmond County, Georgia known as the -Dahiel
Field Airport. , and as shown on a plat dated February 28, 1987, prepared by I ames G. Swift & Associates
whach is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the -Airport Property-).
On the East, by the Airport Property and by the right-of-way of'Highland Avenue.
On the South, by the right-of-way of Damascus Road; and
On the West, by the following tracts of land:-- (1) property-of Garren and Nordmann, as shown
on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in RealtY Reel
259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17,
1989, prepared by lames G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said
Clerk's Offi(:e; (3) property of Donahue which is ~hown on a plat dated February 2, 1989, prepared by
George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office;
(4) property 'of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel
490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat
dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates,
Inc. and roo:>rded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta-
Richmond County, Georgia acquired by deed dated August 4, 1994, and recOrded in Realty Reel 467,
pages 370-3'72, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page
409, in said Clerk's Office; and (6) the Brickle Property. .
REFERENCE is hereby made to the recorded plats and deeds referenced above for a more
complete and acCurate description as to the metes, bounds and location of the subject property.
THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records
of Augusta-Richmond County, Georgia. .
SAlD property is conveyed subject to the right-<>f-way of Old Camp Road which bisects the subject
!property in a general north-south direction.
.
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.
SECRETARY'SCER~CATE
STATE OF' GEORGIA
lUCHMO?lID COUNTY
The undersigned Secretary of Richmond County Public Facilities, Inc., hereby certifies
that the fon:going pages of typewritten matter constitute a true and correct copy of the resolution
adopted by the Board of Directors ofR!~hmond County Public Facilities, Inc. ina meeting duly
assembied snd open io the public in compliance with O.C.G.A ~50-14-1, at which a quorum was'"
present and acting throughout, adopted June 15, 1998, the original of which resolution has been
duly record.ed in the minute book of Richmond County Public Facilities, Inc., which is in my
C4stody and control:_ .. \
GIVEN THIS 15th day of June, 1998.
,
[CORPORATE SEAL]
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AUTHENTICATION REQUEST
Regions Bank, as Trustee
Corporate T rust Department
Sixth Floor
417 North 20th Street
Birmingham, Alabama 35203
Re: $1,705,000 Richmond County Public Facilities, Ioc. Certificates of
Participation (Augusta Golf Course Project) Series 1998 (the "Certificates")
To the Addlressee:
Richmond County Public Facilities, Inc., a nonprofit corporation organized under the laws
of the State of Georgia ("RCPF'), has sold the Certificates more fully described in the Trust
Indenture dated as of June 1, 1998, between RCPF and Regions Bank, as trustee (the "Trustee")
to the purchasers listed on Schedule "N' attached hereto and by this reference made a part hereot:
at a purcha:;e price of 100.00% of par.
RCPF is delivering said Certificates to you herewith as Trustee together with the
documents specified in Section 2.07 of the Indenture, and you are hereby authorized and directed
to authentic;ate and deliver said Certificates to said purchasers upon receipt of the sum of
$1,705,000.
Said proceeds of the sale of the Certificates shall be immediately used to pay issuance
costs and t:h.e balance deposited by you to the credit of the "Project Fund" (as defined in the
Indenture), all in accordance with Section 3.03 of the Indenture.
This document constitutes the request and authorization to the Trustee to authenticate and
deliver the Certificates.
GrVEN this ~ day of July, 1998.
roCHMONDCOUNTYPUBUC
FACILITIES, INC.
.
.
SCHEDULE"N'
The $1,705,000 in aggregate principal amount of Richmond County Public Facilities, Inc.
Certificates of Participation (Augusta GolfCOUfse Project) Series 1998, dated July . 1998,
are to be issued and delivered in the form of registered Certificates without coupons to the initial
purchasers thereot: as follows:
Certificate Number Amount
NationsBank, N.A R-l $340,000
Regions Bank R-2 $345.000
Georgia Bank & Trust Company
of Augusta R-3 $340,000
SouthTrust Bank, N.A R-4 $340,000
SunTrust Bank, Augusta, N.A R-5 $340,000
...'
; ,
AMERICAN LAND TITLE ASSOCIATION COMMITMENT - 1966
'"
CHICAGO
TITLE
..
INSURANCE
COMPANY
r
>'i
.
COMMITMENT FOR TITLE INSURANCE
~I
"-
CHICAGO TITLE INSURANCE COMPANY, a corporation of Missouri, herein called the Company,
for a vale able consid~ration, hereby commits to issue its policy or policies of title insurance, as identified in
Schedule A, in favor of the proposed Insured named in Schedule A, as owner or mortgagee of the estate or
interest ce,vered herebyjn t~.land described or referred to in Schedule A. upon payment of the premiums and_
charges th~refor;. alf subject to .the, provisions of Schedules A and B and to the Conditions ~nd_l?~I?,ulations
hereof. . _' _. .
I
I"
.. I
This Commitment shall be effective only when the identity of the proposed Insured and the amount of
the policy or policies committed for have been inserted in Schedule A hereof by the Company, either at the
time of the issuance of this Commitment or by subsequent endorsement.
'".1
This Commitment is preliminary to the issuance of such policy or policies of title insurance and all liability
and .obligations hereunder shall cease and terminate six: months after the effective date hereof or when the
policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue such policy
or policies is not the fault of the Company.
::>
IN WITNESS WHEREOF, Chicago Title Insurance Company has caused this Commitment to be signed
and sealed as of the effective date of Commitment shown in Schedule A, the Commitment to become valid
when countersigned by an authorized signatory.
Issued hy:
HULL, TOWILL, NORMAN &
BARREIT, P.C.
801 BROAD STREET, SUITE 700
TRUST CO. BANK BLDG., P.O. BOX 1564
AUGUSTA, GA 30913
(706) 722-4481
CHICAGO TITLE INSURANCE COMPANY
Y
By:
~~!~
.J. .
Copyrlcht lIee American Land Title Anoclatloa
...
.
.
STANDARD EXCEPTIONS FOR OWNER'S POLICY
The owner's policy will be subject to the mortgage, If any, noted under Item one of Section 1 of Schedule B hereof
and to the fo'llowing exceptions: (1) rights or claims of parties in possession not shown by the public records; (2)
encroachmenl.s, overlaps, boundary line disputes, and any anatters which would be disclosed by an accurate survey
and inspection of the premises; (3) easements, or claims of easements, not shown by the public records; (4) any
lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, Imposed by law and not
shown by the: public records; (5) taxes or special assessments which are not shown as existing liens by the public
records. ...
CONDITIONS AND STIPULATIONS
. !
I. The term "mortgage," when used herein, shall include deed of trust, trust deed, or other security instrument.
2. If the proposed Insured has or acquires actual knowledge of any defect, lien, encumbrance, adverse claim or other
matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown
in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall
be reliev.:d from liability for any loss or damage resulting from any act of reliance hereon. to the extent the
Companl' is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such
knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien,
encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commit-
ment acc:ordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant
. .0 paragl:"p~ 3 of these Conditions and St!pulations--._ _. __ ___. __ __ _.-....-.-:_
3. Liability of the Company \::tder this Commitment shall be only-to:.:th!: ..amed proposed Insured and such parties
included under the definition of Insured in the form of policy orpolici.es committed for and only for actual loss
incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to
eliminat,: exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon
covered by this Commitment. In no event shall such liability exceed the amount stated in Ss:hedule A for the
policy or policies committed for and such liability is subject to the insuring provisions, the Exclusions from
Coverag.: and the Cqnditions and Stipulations of the form of policy or policies committed for in favor of the
proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except
as expre;sly modified herein.
4. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company
arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by ,this
Commitment must be based on and are subject to the provisions of this Commitment.
~ '
.
.
A.L.T.A. COMMITMENT
CHICAGO TITLE INSURANCE COMPANY
SCHEDULE A
Office File Number 3146-4:JNS
..
Commitment Number
Effective Date
April 9, 1998
at 5:00 p.m.
Loan Amount $1,705,000.00
3146-4:JNS
Owners Amount: Nt A
1. Policy or lPolicies to be issued:
ALTA LOAN POLICY, Form (10-17-92)
Proposed Insured:
Regions Banle, as Trustee pursuant to that certain Trust Indenture with Richmond County Public
Facilities, Inc., a Georgia non-profit corporation, dated as of June 1, 1998
.;. "
"
ALTA O'rVNER'S POLICY, Form (10-17:'92)
Proposed Insured:
NtA
2. The estatJ~ or interest in the land described or referred to in this Commitment and covered herein is a fee
simple, and title thereto is at the effective date hereof vested in:
Augusta-Richmond County, Georgia, as successor to the City Council of Augusta
3. The Land is described as follows:
ALL thal~ lot, tract or parcel of land, with any improvements thereon, situate, lying and being in Augusta-
Richmond County, Georgia, lying on the western side of Highland Avenue, containing 142.00 acres,
more or less, and being bounded as follows:
On the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman, and
property of Samples, which property is shown as a consolidated tract of land on a plat recorded the Office
of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11 U, page 319 (the
"Brickle: Property"); and (2) by property of Augusta-Richmond County, Georgia known as the "Daniel
Field Airport", and as s~own on a plat dated February 28, 1987, prepared by James G. Swift &
Associates which is recorded in Realty Ree1411, pages 1759-1764, in said Clerk's Office (the "Airport
Property").
Note: This Commitment consists of Insert pages labeled In Schedule A, Schedule B-Section 1, and Schedule
B-Sectlon 2. ThlI Commitment II of no force and effect Unlesl all Ichedules are included, along with anv
Rider pages Incorporated by reference In the Inlert pagel.
F. 1895
.
.
On the East, by the Airport Property and by the right-of-way of Highland Avenue.
On the South, by the right-of-way of Damascus Road; and
'.
On the West, by the following tracts of land: (I) property of Garren and Nordmann, as shown on that
certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel 259,
page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat ~ted April 17,
1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in
said Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared
by Georg(~ L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office;
(4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty
Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain
plat dated November 26, 1968, last revised December 18, 1974y prepared by Baldwin &' Cranston
Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property
of Augusta-Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty
Reel 467, pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book
17B, pagl~ 409, in said Clerk's Office; and (6) the Brickle Property. . ,
,""
REFERENCE is hereby made to the recorded plats and deeds referenced above for a more complete and
nc(;Ur:ue description as (0 the metes, bounds and location <of the subject property. ,- "V '=, '- '-"
Note: This Commitment consists of Insert pages labeled in Schedula A, Schedule B-Soction 1, and Schedule
B-Soctlon 2. This Commitment Is of no force and offect unless alllchodulos aro Included, along with any
Rider pages Incorporated by reforonco In tho Insort pagos.
F.1895
.
.
A.L.T.A. COMMITMENT
CHICAGO TITLE INSURANCE COMPANY
SCHEDULE B - Section 1
Commitment Number 3146-4:JNS
Requirements
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The following are the requirements to be complied with:
1. Instrument(s) creating the estate or interest to be insured must be approved, executed and filed for record,
to wit:
(a) Warranty Deed from Augusta-Richmond County, Georgia to Richmond County Facilities, Inc.,
a Georgia non-profit corporation, conveying title to subject property set forth under Schedule A,
Item 3.
(b) Security Deed from Richmond County Public Facilities, Inc., to Regions Bank, as Trustee
pursuant to that certain Trust Indenture with Richmond County Public Facilities, Inc., conveying
title to ~~bject property set forth under Sched:.ile.A, Item 3, to secure aloan-in-the,original--_.
principal amount of $1,705,000.00.
(c) Warranty Deed from Richmond County Facilities, Inc., a Georgia non-profit corporation, to
Allgusta-Richmond County, Georgia, conveying title to subject property set forth under Schedule
A, Item 3, subject to the Security Deed referenced at Item 1(b) above.
2. Payment of the full consideration to, or for the account of, the grantors or mortgagors.
3. Payment l;>f all taxes, charges, assessments, levied and assessed against subject premises, which are due
and payahle.
4. Satisfactory evidence should be had that improvements and/or repairs or alterations thereto are completed;
that contractor, subcontractor, labor and materialmen are all paid.
5. Evidence satisfactory to the Company that there are no parties entitled to file a lien to secure payment of
real estate commissions or fees in connection with the sale of the subject property to the Proposed
Insured.
6. The following must be paid, canceled and satisfied of record:
a. UCC-1 financing statement naming Martha Ann B. Douglas, d/b/a Augusta Golf Course, as
debtor, and Associates Commercial Corporation, as secured party, which is recorded in Reel
1014, page 1927, in said Clerk's Office.
b. UCC-l financing statement naming City of Augusta, as debtor, and Associates Leasing, Inc., as
~ecured party, which is recorded in Reel 1018, pages 1547-1548, in said Clerk's Office.
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c. UCC-l financing statement naming Augusta-Richmond County, as debtor, and American
Equipment Leasing - Golf Capital Division, as secured party, which is recorded in Richmond
County, Georgia, and indexed with the Georgia Superior Court Clerk's Cooperative Authority at
Fik~ No. 121-199~178.
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A.L.T.A. COMMITMENT
CHICAGO TITLE INSURANCE COMPANY
SCHEDULE B - Section 2
Commitment Nwmber 3146-4:JNS
Exceptions
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Schedule B of the policy or policies to be issued will contain exceptions to the following matters unless
the same are disposed of to the satisfaction of the Company.
1.
Defects, li.ens, encumbrances, adverse claims or other matters, if any, created, first appearing in the
public records or attaching subsequent to the effective date hereto but prior to the date the proposed
Insured acquires for value of record the estate or interest or mortgage thereon covered by this
Commitment.
2.
Any owner's policy issued pursuant hereto will containunde.r Schedule B the standard exceptions set forth
on the inside cover. Any loan policy will also contain under Schedule B thereof, the standard exceptions
set forth on the inside cover of this commitment relating to the owner's policy.
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- -3ta.'1dard.l3xceptions 2 and 3 may be remol7oo,from the policy when a satisfactory-survey and-inspectio!lo
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of the premises is made.
4.
Taxes ancl assessments for the year 1998 and all subsequent years.
5.
Any lien, or right to a lien, for services, labor or materials heretofore or hereafter furnished, imposed
by law and not shown in the public records. This exception may be deleted or altered when the Company
receives an acceptable seller's affidavit.
6.
Rights or claims of parties in possession not shown by the public records. This exception may be deleted
or altered when the Company receives an acceptable seller's affidavit.
7. Any conflicts, discrepancies, encroachments, access, easements, or shortages in area and boundaries
which a current, accurate survey would show.
8. Exception is hereby made to the title to the property which lies within the right-of-way of Old Camp Road
which transverses the subject property, which is not insured hereunder.
9. Right of Way Deed dated March 29, 1941, in favor of Richmond County, GeorgIa, which is recorded
in the Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book 14J, page
452.
10. Right of Way DeCd dated July 18, 1941, in favor of Richmond County, Georgia, which is recorded in
Realty Book 141, page 451, in said Clerk's Office.
11. Right of Way Deed dated July 28, 1941, in favor of Richmond County, Georgia, which is recorded in
Realty Book 141, page 453, in said Clerk's Office.
Note: On loon pollclee, junior and lUbordinote matte,., If anv, will not be reflected In Schedule B.
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12. Right of V-lay Deed dated March 29, 1941, in favor of Richmond County, Georgia, which is recorded
in Realty Hook 141, page 454, in said Clerk's Office.
13. Right of V,ray Deed in favor of State Highway Board of Georgia which is recorded in Realty Book 12V,
page 188, in said Clerk's Office.
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14. Easement ,dated September 18, 1936, in favor of Georgia Power Company which is recorded in Realty
Book l3FI page 172, in said Clerk's Office.
t~ ~::':.;::-:;~; ~r.attnl ,ltccb Odd f6ft<!""y' rJ..";;:~;,::: :ets "liiCIr
otJf'llfJIV ~"'1 record . ~ f _ e 20. and in Realty Book 4E, page 505--; budl ill ~d Cl~r~ffi~..:-
11
. 16. Title t6 thl .. ... " .
t ~unicipal Golf Associatioe from Fairmont Land & Improvement Com moor 3 I,
~ rrr 9, and recorded in Realty Book 11 , . . er 's Office. Said property remains owned
'11' of r-eeerd- . . ..iatiofl, a Goorgia corpor.:ltlon. _'
Seeurity'--l>ood dated 1clJIU4.lY 1, lYJU. from AlIglI"r~ M'Inlcipal G~lf f.ssooiatioR, to FairmoRt Lftnct-&[
-. I I"Cnt emrpany~wrucn is 1:~rge(t in Realty Book 1 IN, page 450; in 'Said 'Clerkrs Office:;;;S-aid - ~
_ ecun )"b;;J oH!~""umber~ -thp. ~trip of land described at Item 16 above. - '-.J;..
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~lotG: On loan polioles, junior and IUbordinate matters, If any, wID not be refleoted In Sohedule B.
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AMERICAN LAND TrrLE ASSOCIATION
WAN POUCY
(10-17-92)
11 0019 107 00000111
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CHICAGO
TITLE
INSURANCE
COMPANY
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CHICAGO TITLE INSURANCE COMPANY :~:!
~;1~~OWILL, NORMAN & BARRETI,P.C. By: I~'I
I , 801 BROAD S1REET, SUITE 700 9 i '
" I muST co. BANK BUILDING ;~
! P.O. BOX 1564 :l;
I",j AUGUSTA, GA 30913 i~
: . (706) 722-4481 !~:I
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ALTA Loan Policy (10-17-92)
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE
,
CONTAINED IN SCHEDULEB AND THE CONDillONS AND STIPULATIONS, CHICAGO TITLE
INSURANCE COMPkNY, a Missouri cOIp,~Halicn;-1re~ill:::a1!~'!he Cot;!p:>~y, in:;u~s,.&S of Date-ofPolfcy shown 0-
in Schedul.e A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or
incurred by the insured by reason of:
1. Title to the estate or interest described in Schedule A being vested other than as stated therein;
2. Anydcfect in or HeB or cncumb'ranc.e'on the title; \ : - ,
3. Unmarketability of the title;
4. Lack of a right of access to and from the land;
5. The illvaiidilY en unenforcez.biiity of me iierr or-the' insured mortgage Opon the title; _ _ .~ - "
6. the priority of aay. : i~n ,jj enc'umbrance over the lien of the insured- mortgage;
7. Lack of priority of the lien of the insured mortgage over any statutory lien for services, labor or material:
(a) arising from an improvement or work related to the land which is contracted for or commenced
prior to Date of Policy; or
(b) arising from an improvement or work related to the land which is contracted for or commenced
subsequent to Date of Policy and which is financed in whole or in part by proceeds of the
indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or
is obligated to advance;
8. The invalidity or unenforceability of any assignment of the insured mortgage, provided the assignment
is shown'irt Schedule A, or the failure of the assignment shown in Schedule A to vest title to the insured
mortgage in the named insured assignee free and clear of all liens.
The Company wiu also pay the costs, attorneys' fees and expenses incurred in defense of the title or the lien of the
insured mortgage, as insured, but only to the extent provided in the Conditions and Stipulations.
In Witness Whereof, CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as
ofDa~~ of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized signatory.
. EXCLUSIONS FROM COVERAGE .
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees
or expenses which arise b:f reason of:
1. (a) Any law, ordlnancll or governmental regulation (Including but not limited to building and zoning laws, ordinances, or regulations) restrict-
Ing, regulating, p(\)hlbltlng or relating to (I) the occupancy, use, or enjoyment of the land; (II) the character, dimensions or location of any
Improvement now or hereafter erected on the land; (ill) a separation In ownership or a change In the dimensions or area of the land or any
parcel of which ttle land Is or was a part; or (Iv) environmental protection, or the effect of any violation of these laws, ordinances or
governmental reglJlatlons, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance
resulting from a violation or alleged violation affecting the land has been recorded In the public records at Date of Policy. .
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien
or encumbrance 1'E!$Ultlng from a violation or alleged violation affecting the land has been recorded In the public records at Date of Policy.
2. Rights of eminent domnln unless notice of the exercise thereof has been recorded In the public records at Date of Policy, but 'lot excluding from
coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value wl\hout knowledge.
3. Defects, liens, encumt,rances, adverse claims or other matters:
(a) created, suffered, assumed or agreed to by the Insured claimant;
(b) not known to the C:Gmpany, not recorded In the public records at Date of Policy, but known to the Insured claimant and not disclosed In
writing to the Company by the Insured claimant prior to the date the Insured claimant became an Insured 1Jnder this policy;
(c) resulting In no loss or damage to the Insured claimant;
(d) attaching or creat~ subsequent to Date of Policy (except to the extent that this policy Insures the priority of the lien of the Insured
mortgage over anv statutory lien for services, labor or matailal);'or '
__ (e) ~~ultlng In loss Ol~ damaqe which would not have,b;:l'!~.sustalned.lf the Insured claimant had paid value for,jhe Insu~ mortgage.
4. Unenforcelli)lIIty of the hen of the Insured mortgage because of the Inability or failure of the Insured at Date of Policy, or the Inabllitj'br failure of
any subsequent owner of the Indebtedness, to comply with applicable doing business laws of the state In which the land Is situated.
5. Invalidity or unenforcellbllity of the lien of the Insured mortgage, or claim thereof, which arises out of the transaction evidenced by the Insured
mortgage and Is based upon usury or any consumer credit protection or truth In lending law.
'6. Any statutory lien for SE!rvlces, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the lien of the
"", In'sui'ed mortg8-]e) anSI nJ fro:n an Improvement or work related to the land which Is contraCted for and commenced sullsequent to Date of Policy ~
and Is not financed In whole or In part by proceeds of the Indebtedness secured by the Insured mortgage which at Date of PC?lIcy the Insured has
advanced or Is obllgatE!d to advance.
7. Any claim, which arises out of the transaction creating the Interest of the mortgagee Insured by this policy, by reason of the operation of federal
bankruptcy, state Inso!lfency, or slm!!ar credltors'-rightslaw,s, that Is based on:. . .
!i) the transaction crl!ating the Interest of the Insured mortgagee being deemed a,fraudulent conveyance or frauql.llent ~ransfer; or
(II) the subordination of the Interest of the Insured ";,,rtgagee as a result of the application oHtl(~:dootrlne of equitable subordinatloh'; or'
(ili) the transaction cre.ating the Interest of the Insured mortgagee being deemed a preferential transfer except. Ylhere the preferential transfer
results from the failure:
(a) to timely record the Instrument of transfer; or
(b) of such recordation to Impart notice to a purchaser for value or a Judgment or lien creditor.
CONDITIONS AND STIPULATIONS
1. DEFINITION OF TERMS
The following terms when IJsed in this policy mean:
(a) "insured"; the insured named in Schedule A. The term "insured" also
Includes
(i) the owner of the indebtedness secured by the Insured mortga,ge and
each successor in ownership of the indebtedness except a successor who is
an obligor under the provisioJns of Section 12(c) of these Conditions and
Stipulations (reserving, howeo'er. all rights and defenses as to any successor
that the Company would haVl~ had against any predecessor Insured. unless
the successor acquired the Indebtedness as a purchaser for value without
knowledge of the asserted defect, lien, encumbrance, adverse claim or other
matter insured against by this policy as affecting title to the estate or interest In
the Iand);
(iij any governmental agency or governmental Instrumentality which is an
Insurer or guarantor under lln insurance contract or guaranty Insuring or
guaranteeing the indebtednemi secured by the Insured mortgage, or any part
thereof, whether named as an Insured herein or not;
(iil) the parties designated in Section 2(a) of these Conditions and Stipula"
tions,
(b) "insured claimant": an insured claiming loss or damage.
(c) "knowledge" or "known": actual knowledge, not constructive knowl-
edge or notice which may be imputed to an insured by reason of the public
records as defined in this polcy or any other records which impart construc-
tive notice of matters affecting the land.
(d) "land": the land descrbed or referred to In Schedule A, and improve-
ments affixed thereto which t,y law constitute real property. The term "land"
does not Include any propelty beyond the lines of the area described or
referred to in Schedule A, nor any right, title, Interest, estate or easement In
abutting streets, roads, avenues, alleys, lanes, ways or waterways, but noth-
Ing herein shall modify or limit the extent to which a right of access to and from
the land Is insured by this policy.
(e) "mortgage": mortgage, deed of trust, trust deed, or other security
Instrument.
(I) "public records": records established under state statutes at Date of
Policy for the purpose of imparting constructive notice of matters relating to
real property to purchasers for value and without knowledge. With respect to
Section 1 (a)(iv) of the Exclusions From Coverage, "public records" shall also
include environll)ental protection liens filed in the records of the clerk of the
United States district court for the district in which the land is located.
(g) "unmarl<etability of the title": an alleged or apparent matter affecting
the title to the land, not excluded or excepted from coverage, which would
entitle a purchaser of the estate or interest described in Schedule A or the
Insured mortgage to be released from the obligation to purchase by virtue of a
contractual condition requiring the delivery of marketable title.
2. CONTINUATION OF INSURANCE
(a) After Acquisition of Title. The coverage of this policy shall continue in
force as of Date of Policy In favor of 0) an Insured who acquires all or any part of
the estate or Interest in the land by foreclosure, trustee's sale, conveyance in
lieu of foreclosure, or other legal manner which discharges the lien of the
insured mortgage; Oil a transferee of the estate or interest so acquired from an
insured corporation, provided the transferee is the parent or wholly-owned
subsidiary of the insured corporation, and their corporate successors by oper-
ation of law and not by purchase, subject to any rights or defenses the Com-
pany may have against any predecessor insureds; and (iii) any governmental
agency or governmental Instrumentality which acquires all or any part ~f the
estate or Interest pursuant to a contract of Insurance or guaranty Insunng or
guaranteeing the indebtedness secured by the Insured mortgage.
(b) After Conveyance of Title. The coverage of this policy shall c?ntinue
In force as of Date of Policy in favor of an insured only so long as the Insured
retains an estate or Interest in the land, or holds an indebtedness secured by a
purchase money mortgage given by a purchaser from the Insured, or only so
long as the insured shall have. liability by reason of covenants of warranty
made by the Insured In any transfer or conveyance of the estate or Interest.
This policy shall not continue In force In favor of any purchaser from the
insured of either 0) an estate or Interest In the land, or (II) an Indebtedness
secured by a purchase money mortgage given to the Insured.
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LOAN FORM.
CHICAGO TITLE INSURANCE COMPANY
SCHEDULE A
OFFICE FILE NUMBER:
POUCY NUMBER:
DATE OF POUCY:
AMOUNT OF INSURANCE:
3146-4:JNS
11 001910700000111
July 2,1998 at 4:55 p.m.
$1,705,000.00
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1.
Name of Insured:
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Regions Bank, 'as Trustee pursuant to that certain Trust Indenture 'with Richmond eoURty -:- - . .
Puhlic Facilities, Inc., a Georgia non-profit corporation, dated as of June 1, 1998
2,
, The estate or interest in the land which is .encumbered by the rnsured mortgage is:
Fee Simple
3. -, TiLe to ihe estate 'Jr interest in the land is vested in~~' __
.-.---...&
Au,gusta, Georgia
4. The insured mortgage and assignments thereof, if any, are described as follows:
De:xl to Secure Debt and Security Agreement from Richmond County Public Facilities,
Inc. to Regions Bank, as Trustee pursuant to that certain Trust Indenture with Richmond
County Public Facilities, Inc., a Georgia non-profit corporation, dated as of June 1, 1998
in the original principal amount of$I,705,000.00 , recorded on July 2, 1998, at 4:55 p.m.
in ]Realty Reel 601, pages 2395-2407, in the Office of the Clerk of Superior Court of
Richmond County, Georgia.
5. The land referred to in this Policy is described as follows:
ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and
being in Augusta-Richmond County, Georgia, lying on the western side of Highland
AVI~ue, containing 142.00 acres, more or less, and being bounded as follows:
On the North, by the following tracts of land: (1) property of Brickle, Huffman, and
Huffman, and property of Samples, which property is shown as a consolidated tract ofland
on a plat recorded the Office of the Clerk of Superior Court of Richmond County,
Georgia, in Realty Book 11 U, page 319 (the "Brickle Property"); and (2) by property of
Augusta-Richmond County, Georgia known as the "Daniel Field Airport", and as shown
on a plat dated February 28, 1987, prepared by James G. Swift & Associates which is
recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the "Airport
SCHEDULE A
Loan Form (Rev. 1/89)
This Policy valid only If Schedule B Is attached.
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Property").
On the East, by the Airport Property and by the right-of-way of HigWand Avenue.
On the South, by the right-of-way of Damascus Road; and
On lhe West, by the following tracts of land: (1) property of Garren and Nordmanft, as
shown on that certain plat dated February 26, 1987, prepared by George L. Godman and
recorded in Realty Reel 259, page 1729, in said Clerk's Office; (2) property of Donahue
whiGh is shown on a plat dated April 17, 1989, prepared by James G. swift & Associates
and recorded in Realty Reel 310, pages 2253-2254, in said Clerk's Office; (3) property
of Donahue-which is shown on a plat dated February 2; 1989, prepared by George L. -
Godman & Associates and fecor~ed in R~ty Rxl 305, page 1439 ,.ill said .Clerk' s Office;
(4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and
recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of
the property depicted on that certain plat datyd November 26, 1968, last revised December
18, 1974, prepared by Baldwin & Cranston Associates, Inc. and recorded in Realty Reel
43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta-Richmond County,
Georgia acquired by deed oated August 4, 1994, and. recorded in Realty Reel 467, pag~s~__, __
37c.-372l in said Clerk's Office; and shown-on that certain. plat recorded in Realty Book .
17B, page 409, in said Clerk I s Office; and (6) the Brickle Property.' . c' - '.
REFERENCE is hereby made to the recorded plats and deeds referenced above for a more
complete and accurate description as to the metes, bounds and location of the subject
property .
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LOAN FORM
CHICAGO TITLE INSURANCE COMPANY
SCHEDULE B
Policy Number:
11001910700000111
EXCEPTIONS FROM COVERAGE
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This policy does not insure against loss or damage (and the Company will not pay costs, attorneys'
fees or expenses) which arise by reason of:
Special Exceptions:
1. Taxes and assessments for the year 1998, and all subsequent years.
2. Any lien, or right to a tien, for services, labor or materials heretofore or hereafter
furnished, imposed by law and not shown in the public records.
3. Ri.ghts or e!aims of pa...rties in possession not shawn by the public records.
4. Any conflicts, discrepancies, encroachments, access, easements, or shortages in area and
boundaries which a current, accurate survey would show.
5. Exception is hereby made to the title to the property which lies within the right-of-way of
Old Camp Road which transverses the subject property, which is not insured hereunder.
6. Right of Way Deed dated March 29, 1941, in favor of Richmond County, Georgia, which
is recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia,
in ~ealty Book 141, page 452.
7. Right of Way Deed dated July 18, 1941, in favor of Richmond County, Georgia, which
b: recorded in Realty Book 14J, page 451, in said Clerk's Office.
8. Hight of Way Deed dated July 28, 1941, in favor of Richmond County, Georgia, which
i:i recorded in Realty Book 141, page 453, in said Clerk's Office.
9. Eight of Way Deed dated March 29, 1941, in favor of Richmond County, Georgia, which
i:; recorded in Realty Book 141, page 454, in said Clerk's Office.
10. Right of Way Deed in favor of State Highway Board of Georgia which is recorded in
Realty Book 12V, page 188, in said Clerk's Office.
Schedule B of this Policy consists of 2 page(s).
SCHEDULE B (EXTENDED COVERAGE)
Loan Fonn -1967 (Rev. 1189)
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11. EaSi~ment dated September 18, 1936, in favor of Georgia Power Company which is
recorded in Realty Book 13F, page 172, in said Clerk's Office.
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Schedule B of this Policy consists of 2 pagels).
SCHEDULE B (EXTENDED COVERAGE)
loan Fonn - 1987 (Rev. 1/89)
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(c) Amount of Insurance. The amount 01 insurance alter the acquisition or
alter the conveyance shall 11 neither event exceed the least of:
(i) the Amount of Insurance stated in Schedule A;
(iij the amount of the principal of the indebtedness secured by the insured
mortgage as of Date of Pc,licy, interest thereon, expenses of foreclosure,
amounts advanced pursuant to the insured mortgage to assure compliance
with laws or to protect the lien of the insured mortgage prior to the time of
acquisition of the estate or interest in the land and secured thereby and
reasonable amounts expencled to prevent deterioration of improvements, but
reduced by the amount of all payments made; or
(iiij the amount paid by uny govemmental agency or governmental instru-
mentality, if the agency'or in:>trumentality is the insured claimant, in the acqui-
sition of the estate or intere:;t in satisfaction of its insurance contract or guar-
anty.
3. NOTICE OF ClAIM TO BE GIVEN BY INSURED CLAIMANT
The insured shall notify tile Company promptly in writing (i) in case of any
litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come to
an insured hereunder of anv claim of title or interest which is adverse to the
title to the estate or interest e,r the lien ofthe insured mortgage, as insured, and
. which might cause loss or damage for which the CompailY maybe liable. by
virtue of this policy, .or .(iii) if title to the estate or interest or the lien of the
illsured mortgage; as insur,:ld, is rejected as unmarketable. If prompt notice
shall not be given to the Company, then as to the insured all liability of the
Company shall terminate with regard to the matter or matters for which prompt
notice is required; provided, however, that failure to notify the Company shall
in no case prejudice the ri!Jhts of any insured under this policy unless the
Company shall be prejudiclld by the failure and then only to the extent of the
prejudice.
4. DEFENSE AND PROSECUTION OF ACTIONS;. DUTY OF INSURED
CLAIMANT TO COOPERATE
-'_ ..(a) Upon writte.n I~yest by the ins..ured a':ld subiect_to the options con-
. tained in SectionS of these Conditions and Stipulations, thecompany, at its
own cost and without unreasonable delay, shall provide for the.~fense of an
insured in litigation in which any third i'8rty asserts a claim adverse to'the title
or interest as insured, but only as to those stated causes of action alleging a
defect, lien or encumbranCE! or other matter insured against by this policy. The
Company shall have the ri!lhtto select counsel of its choice (subject to the
right of the insured to objecl for reasonable cause) to represent the insured as
to those stated causes of action and shall not be liable for and will not pay the
fees of any other counsel. The Company will not pay any fees, costs or
expenses incurred by the insured in the defense of those causes of action
which allege matters not insured against by this policy.
(b) The Company shall have the right, at its own cost, to institute and
prosecute any action or proceeding or to do any other act which in its opinion
may be necessary or desirclble to establish the title to the estate or interest or
the lien of the insured mon.gage, as insured, or to prevent or reduce loss or
damage to the insured. ThE' Company may take any appropriate action under
the terms of this policy, whether or nolit shall be liable hereunder, and shall not
thereby concede liability or waive any provision of this policy. If the COmpany
shall exercise its rights under this paragraph, it shall do so diligently.
(c) Whenever the Company shall have brought an action or interposed a
defense as required or perrnitted by the provisions of this policy, the Company
may pursue any litigation to final determination by a court of competent juris-
diction and expressly reserves the right, In its sole discretion; to appeal from
any adverse judgment or order.
(d) In all cases where thi:; policy permits or requires the Company to prose-
cute or provide for the defense of any action or proceeding, the Insured shall
secure to the Company thE! right to so prosecute or provide defense in the
action or proceeding, and all appeals therein, and permit the Company to use,
at its option, the name of th,~ insured for this purpose. Whenever requested by
the Company, the insured, at the Company's expense, shall give the Com-
pany all reasonable aid (i) in any action or proceeding, securing evidence,
obtaining witnesses, prosElcuting or defending the action or proceeding, or
effecting settlement, and (I:) in any other lawful act which in the opinion of the
Company may be necessary or desirable to establish the title to the estate or
Interest or the lien of the insured mortgage, as Insured. If the Company is
prejudiced by the failure of the insured to furnish the required cooperation, the
Company's obligations to t 1e insured under the policy shall terminate, includ-
ing any liability or obligatic'n to defend, prosecute, or continue any litigation,
with regard to the matter er matters requiring such qooperation.
5. PROOF OF LOSS OR DAMAGE
In addition to and alter the notices required under Section 3 of these Condi-
tions and Stipulations ha~e been provided the Company, a proof of loss or
damage signed and sworn to by the insured claimant shall be furnished to the
Company within 90 days ulter the Insured claimant shall ascertain the facts
gMng rise to the loss or dclmage. The proof of loss or damage shall describe
the defect in, or lien or encumbrance on the title, or other matter insured
against by this policy which constitutes the basis of loss or damage and shall
state, to the extent possibhl, the basis of calculating the amount of the loss or
damage. If the Company iH prejudiced by the failure of the insured claimant to
..
provide the required proof of loss or damage, the Company's obligations to
the insured under the policy shall terminate, including any liability or obliga-
tion to defend, prosecute, or continue any litigation, with regard to the matter
or matters requiring such proof of loss or damage.
In addition, the insured claimant may reasonably be required to submit to
examination under oath by any authorized representative of the Company
and shall produce for examination, inspection and copying, at such reason-
able times and places as may be designated by any authorized representative
of the Company, all records, books, ledgers, checks, correspondence and
memoranda, whether bearing a date before or alter Date of Policy, which
reasonably pertain to the loss or damage. Further, if requested by any author-
ized representative of the Company, the insured claimant shall grant its per-
mission, in writing, for any authorized representative of the Company to exam-
ine, inspect and copy all records, books, ledgers, checks, correspondence
and memoranda in the custody or control of a third party, which reasonably
pertain to the loss or damage. All information designated as confidential by
the insured claimant provided to the Company pursuant to this Section shall
not be disclosed to others unless, in the reasonable judgment of the Com-
pany, it is necessary in the administration of the claim. Failure of the insured
claimant to submit for examination under oath, produce other reasonably
requested information or-grant permission 'fo secure-reasonably necessary
information from third parties as required in this paragraph, unless prohibited
by law or gov&;nmei~$1 fe.julatian, :itiall terminate any liability of the Company'
under this policy as to that claim.
6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION
OF LIABILITY
... In. case of a claim under this policy, the Company shall have the following
additional opHons: . ,
(a) To Payor Tender Payment of the Amount of Insurance or to
Purchase the Indebtedness.
(i) to payor tender payment of the amount of insurance under this policy
together with goy costs, attorney~' lees and expenses incurred by the insured
claimant, which were authorized by the Company, up to the time of payment or
tender 01 payment arid which' the Company is obligated to pay; or -.
~i) to purchase the indebtedness secured by the insured mortgage lor the
amount owing thereon together with any costs, attorneys' fees and expenses
incurred by the insured claimant which were authorized by the Company up to
the time 01 purchase and which the Company is obligated to pay.
If the Company offers to purchase the indebtedness as herein provided, the
owner 01 the indebtedness shall transler, assign, and convey the indebted-
ness and the insured mortgage, together with any collateral security, to the
Company upon payment there lor,
Upon the exercise by the Company of either of the options provided for in
paragraphs a(i) or ~i), all liability and obligations to the insured under this
policy, other than to make the payment required in those paragraphs, shall
terminate, including any liability or obligation to defend, prosecute, or con-
tinue any litigation, and the policy shall be surrendered to the Company for
cancellation.
(b) To Payor Otherwise Settle With Parties Other than the Insured or
With the Insured Claimant.
(i) to payor otherwise settle with other parties for or in the name of an
Insured claimant any claim insured against under this policy, together with any
costs, attorneys' fees and expenses Incurred by the insured claimant which
were authorized by the Company up to the time of payment and which the
Company Is obligated to pay; or
(ii) to payor otherwise settle with the insured claimant the loss or damage
provided for under this policy, together with any costs, attomeys' fees and
expenses incurred by the insured claimant which were authorized by the
Company up to the time of payment and which the Company is obligated to
pay,
Upon the exercise by the Company of either of the options provided for in
paragraphs (b)(i) or (ii), the Company's obligations to the insured under this
policy for the claimed loss or damage, other than the payments required to be
made, shall terminate, including any liability or obligation to defend, prose-
cute or continue any litigation,
7. DETERMINATION AND EXTENT OF LIABILITY
This policy Is a contract of indemnity against actual monetary loss or dam-
age sustained or Incurred by the insured claimant who has suffered loss or
damage by reason of matters insured against by this policy and only to the
extent herein described.
(a) The liability of the Company under this policy shall not exceed the least
of:
(i) the Amount of Insurance stated In Schedule A, or, if applicable, the
amount of Insurance as defined in Section 2 (c) of these Conditions and
Stipulations;
(iQ the amount of the unpaid principal indebtedness secured by the
Insured mortgage as limited or provided under Section 8 of these Conditions
and Stipulations or as reduced under Section 9 of these Conditions and
Stipulations, at the time the loss or damage Insured against by this policy
occurs, together with Interest thereon; or
, .
" (iil) th,e differe~ between the value of the insured estate or interest as
Insured and the value of the Insured estate or i. subject to the defect,
lien or encumbrance insured against by this pol
(b) In the event the Insured has acquired the esta e or interest In the manner
described in Section 2(a) of these Conditions and Stipulations or has con-
veyed the title, then the liability of the Company shall continue as set forth in
Section 7(a) of these ConditillOS and Stipulations.
(c) The Company will pay IlOly those costs, attorneys' fees and expenses
Incurred In accordance with ::;ection 4 of these Conditions and Stipulations.
8. UMITATION OF L1ABILn"Y
(a) If the Company establishes the title, or removes the alleged defect, lien
or encumbrance, or cures tho lack of a right of access to or from the land, or
cures the claim of unmarketability of title, or otherwise establishes the lien of
the Insured mortgage, all as Insured, in a reasonably diligent manner by any
method, Including litigation and the completion of any appeals therefrom, it
shall have fully performed ilS obligations with respect to that matter and shall
not be liable for any loss or damage caused thereby,
(b) In the event of any litigation, including litigation by the Company or with
the Company's consent, the Company shall have no liability for loss or dam-
age until there has been a fina.1 determination by a court of competent jurisdic-
tion, and disposition of all appeals therefrom, adverse to the title or to the lien
of the Insured mortgage, as insured.
(cl The Company shall not be liable for loss or damage to any insured for
liability volunta~ly assumed bV the Insured in settling any claim or suit without
the prior written COl1sel1t of the Company.
(d) The Company shall not be liable for: (i) any indebtedness created subse-
quent to Date of Policy except for advances made to protect the lien of the
insured mortgage and secure-j thereby and reasonable amounts expended to
prevent deterioration of improvements; or (ii) construction loan advances
made subsequen! to Datl3 of Policy, except construction loan advances made
subsequenfto Date of Policy fl)r the purpose 01 financing in whole or in part the.
construction of an improverr.ent to the land which at Date of Policy were
secured by the insured mortgage and which the insured was and continued to
be obligated to advance at and after Date of Policy.
-~. :tEDUC~ION Of :rJSt:Rr.NCf:; R::DUCTlON OR TERMIffATlON OF
UABILITY
la) All j}ayments under this policy, except payments made for costs, attor-
neys' fees and expenses, shall reduce the amount of the insurance pro tanto.
However, any payments mad,~ prior to the acquisition of tille to the estate or
interest as provided in Section 2(a) of these Conditions and Stipulations shall
not reduce pro tanto the amount of the insurance afforded under this policy
except to the extent that the payments reduce the amount of the indebtedness
secured by the insured mortgage.
(b) Payment in part by any person of the principal of the indebtedness, or
any other obligation secured by the Insured mortgage, or any voluntary partial
satisfaction or release of the insured mortgage, to the extent of the payment,
satisfaction or release, shall reduce the amount of insurance pro tanto. The
amount of insurance may th(lreafter be increased by accruing interest and
advances made to protect the lien of the insured mortgage and secured
thereby, with interest thereon, provided in no event shall the amount of insur-
ance be greater than the Aml)unt of Insurance stated in Schedule A.
(c) Payment in full by any person or the voluntary satisfaction or release of
the Insured mortgage shalltorminate all liability of the Company except as
provided In Section 2(a) of thl~se Conditions and Stipulations.
10. LIABILITY NONCUMUL"TIVE
If the Insured acquires titln to the estate or interest in satisfaction of the
Indebtedness secured oy thl~ Insured mortgage, or any part thereof, it is
expressly understood that the amount of insurance under this policy shall be
reduced by any amount the Company may pay under any policy Insuring a
mortgage to which exception Is taken in Schedule B or to which the Insured
has agreed, assumed, or take n subject, or which Is hereafter executed by an
Insured and which is a charge or lien on the estate or interest described or
referred to In Schedule A, and the amount so paid shall be deemed a payment
under this policy.
11. PAYMENT OF LOSS
(a) No payment shall be made without producing this policy for endorse-
ment of the payment unless the policy has been lost or destroyed, In which
case proof of loss or destruction shall be furnished to the satisfaction of the
Company.
(b) When liability and the el:tent of loss or damage has been definitely fixed
In accordance with these Conditions and Stipulations, the loss or damage
shall be payable within 30 davs thereafter.
12. SUBROGATION UPON PAYMENT OR SETTLEMENT
(a) The Company's Right of Subrogation.
Whenever the Company shall have settled and paid a claim under this
policy, all right of subrogation shall vest In the Company unaffected by any act
of the Insured claimant.
The Company shall be sllbrogated to and be entitled to.all rights and
remedies which the Insured c:lalmant would have had against any person or
property In respect to the claim had this policy not been Issued. If requested by
the Company, the Insured claimant shall transfer to the Company all rights
FIeorder Form No. 8257 (Rev. 10-17-91)
and remedies against ~n rson or property necessary in order to perfect
this right of sub rogatio Insured claimant shall permit the Company to
sue, compromise or se he name of the insured claimant and to use the
name of the insured claimant in any transaction or litigation Involving these
rights or remedies,
If a payment on account of a claim does not fully cover the loss of the
insured claimant, the Company shall be subrogated to all rights and remedies
of the Insured claimant after the Insured claimant shall have recovered Its
principal, Interest, and costs of collection.
(b) The Insured's Rights and LImitations.
Notwithstanding the foregoing, the owner of the Indebtedness secured by
the Insured mortgage, provided the priority of the lien of the insured mortgage
or Its enforceability Is not affected, may release or substitute the personal
liability of any debtor or guarantor, or extend or otherwise modify the terms of
payment, or release a portion of the estate or interest Mom the lien of the
Insured mortgage, or release any collateral security for the Indebtedness.
When the permitted acts of the insured claimant occur and the insured has
knowledge of any claim of title or interest adverse to the title to the estate or
interest or the priority or enforceability of the)en of the insured mortgage, as
insured, the Company shall be required to pay only that part of any losses
Insured against by this policy which shall exceed the amount, If any, lost to the
Company by reason of the impairment by the insured claimant of the Compa-
ny's right of subrogation. .- .. '
(c) The Company's Rights Against Non-lnsured Obligors. .
The Company's right of .subrogation against non-insured obligors shall
exist and shall include, without limitation, the rights of the insured to indem-
nities, guaranties, other policies of insurance or bonds, notwithstanding any
terms or conditions contained in those instruments which provide for subroga-
tion rights by reason of this policy.
The Company's right of subrogation s!,all not be avoided by acqu:sllion of.
the insured mortgage by an obligor (except an obligor described in Section'
1 (a)Qi) of these Conditions and Stipulations) who acquires the insured mort-
gage as a result of an indemnity, guarantee, other policy of insurance, or bond
and the obligor will not be an insured under this policy, notwithstanding Sec-
tiorr-1(a)(i}.of these'Oanditions-and'Stipolatiol'ls. . -'-'- ~- --,- --.
13. ARBITRATION
Unless prohibited by applicable law, either the Company or the insured may
demand arbitration pursuant to the Tille Insurance Arbitration Rules of the
American Arbitration Association. Arbitrable matters may include, but are not
limited to, any controversy or claim between the Company and the insured
arising out of or relating to this policy, any service of the Company in connec-
tion with its issuance or the breach of a policy provision or other obligation. All
arbitrable matters when the Amount of Insurance is $1,000,000 or less shall
be arbitrated at the option of either the Company or the insured. All arbitrable
matters when the Amount 01 Insurance is in excess of $1,000,000 shall be
arbitrated only when agreed to by both the Company and the insured. Arbitra-
tion pursuant to this policy and under the Rules in effect on the date the
demand for arbitration is made or, at the option of the insured, the Rules in
effect at Date of Policy shall be binding upon the parties. The award may
include attorneys' fees only if the laws of the state in which the land is located
permit a court to award attorneys' fees to a prevailing party, Judgment upon
the award rendered by the Arbitrator(s) may be entered in any court having
jurisdiction thereof.
The law of the situs of the land shall apply to an arbitration under the Tille
Insurance Arbitration Rules.
A copy of the Rules may be obtained from the Company upon request.
14. LIABILITY LIMITED TO THIS POUCY; POLICY ENTIRE CONTRACT
(a) This policy together with all endorsements,lf any, attached hereto by the
Company is the entire policy and contract between the insured and the Com-
pany. In interpreting any provision of this policy, this policy shall be construed
as a whole.
(b) Any claim of loss or damage, whether or not based on negligence, 8:nd
which arises out of the status of the lien of the Insured mortgage or of the title
to the estate or interest covered hereby or by any action asserting such claim,
shall be restricted to this policy.
(c) No amendment of or endorsement to this policy can be made ex~pt by
a writing endorsed hereon or attached hereto signed by either the PreSident, a
Vice President, the Secretary, an Assistant Secretary, or validating officer or
authorized signatory of the Company.
15. SEVERABILITY
In the event any provision of this policy Is held invalid or unenforc~a!>le
under applicable law, the policy shall be deemed not to include that proVISIon
and all other provisions shall remain in full force and effect.
16. NOTICES, WHERE SENT
All notices required to be given the Company and any statement in writi.ng
required to be furnished the Company shall Include the number of this polICY
and shall be addressed to the Company at the IssulnQ office or to:
Chicago Title Insurance Company
Claims Department
171 North Clark Street
Chicago, illinois 60601-3294
THIS RNAHCINO S-TATEUEHT IS PltESENTED TO A RUN
TO THE UNFOR" CO....ERaAl C ODE, aTATE OF GEO
, A. o.blor Name and Mallng Add,...:
CEA FOR RUNG PURSUANT
.
Richmond County Public
c/o Mr. James B. Wall
454 Greene Street
Augusta, GA 30901
1 B. Enler Soc:I&I Sec:utty ITa D , _ 58- 6 0 0 0 8 81
o ndlvldua' (lul, FIrst, Middle Namel
XI Bullnell (legal Bwlne.. Nanwl
Facilities, Inc.
2A. o.blor Name and....1ng Add,.,a:
Ie. DChKk. ueqlC under hem 8
o individual (lul, Flnt, Middle Namll
o 1IvI1_ (legal Bwlnell NamI)
2B. Enler SocIal Sec:urlly ITa D . .
3A. Debtor N..... and t.taning Add,...:
, : I
. .
.. .
. . .
I .
. .
2C. OChKk. u~ under hem 8
o individual (laal. Firat, Middle Name)
o Buslnen (legal Bualnell Name)
6. AIIIgIlH Name and MaRing Add'.1
o IndMdual (laal, Firat, Middle Nama)
o BUl1ne11 (legal Bualnall Namal
39. Enler SocIal Sec:urlly ITa D . .
4. Secu,ed Party Name and Mall!t\g Addrell:
3C. 0 Checll . 8ll~ under him 8
o Individual (laal, Firat, Middle Name)
:lJ BUllneu (legal Bualneu Name)
8. Exceptions tor SocIal SecurtlyfTax 101 - O.C,Q.A. 11.9-402(9): Fonanclng S1alem~ filed 10
perfec1 a securlly Interest ... coRaltlfal already lubject to a ~ Inttlfesl ... lInOther jurtsdlclion
wilen Ills brought InIo this stale or when !he debtor's Ioca1Ion Is changed 10 this slale, or !he debIot
Is nol requWed to hIM! such a number.
7. 0 Check Only It BOTH: (Q Collateral Is consumer goods as defined In O,C,G.A. '1.~109 and
(n) the l&CUred obllgallon Is originally $5,000 or leu. and give maturhy dale (MONTHiOAYI
YEAR) Of Ilate .NOIle.
Regions Bank, as Trustee
Corporate Trust Department
Sixth Floor
417 North 20th Street
Birmingham, Alabama 35203
8. Checlt ONLY. applicable.
A. 0 Collateral on Consignment.
B.O CoIlal8ra' on lease.
gA. Thll financlng ltaI8nwnt cove.. th. following IypeI Of Item& of coUlleral:
~. Enter COllateral code(l) from back c/
form lhal belt deac:rbes collateral
covered by thll filing:
See Exhibit nAil Attached Hereto and Made a Part Hereof
ga. D Produela 01 collateral are aIIo covered
10, Check I IPPllcable and Include ,easonable deacr\:ltion of the real .1a18 ... Item llA:
A.O Crop. growtng or 10 be gR-. 8.0 UIneraIa or lh8 .... (k>c:ludlng 01 and gu) or accounta aubjed to O.C.G.A. '1'~'03(5).
11. Name of the Record Qwnef(I) C. Record lMaee(.) (II debtOf doea not have an 1n18r811 oll8COfd In the real8llale):
Richmond County Public Facilities, Inc.
12. County Of Counties ... which Ill.. aIlClC18d real 8IIal8 .. located (MUll be ldentlled . fling __ crops, mIn8raI Of lIx1urea):
Richmond
13. Thla ltal.nwnlll flied wlIhoUllhe deb!otl Ilgnatu,.lo perled. aecurlty InlerllS1 ... colIlI8Ial (check only II applicable):
A. 0 already aubIed to a MCU.1ty Int_t ... _'- Jurladlc1lon .....n It _ brought Inco Ihll 11II. or deblot'a location changed to thll It1l8:
9. 0 whlch II pIOCIMdl of th. Cil1g1na1 coIIaleral d8lClbed IboY8 In which a lec:urlty .....r..t .11 perlecled;
C. 0 II to which IIIe fling haa 'apaed;
D.O acqund aIl8r a chang. 01 dabtOC'I name, ldentlly Of corporat. Itructure; Of
E. Ddescrtlitd kla leady agrMm8nl, rNl8IIal8 mongage anachitd '*-'0 In accord..- wtlh O.C.G.A. 11.g...(02(1).
. 14. Slgnature(l) CII Oeblo'(I) 15. Signature(l) 01 Secured Part)'(1ea)
go. Number of addttionaJ sheell
presented :
CXl FIxture tHing purauant to O.C.G.A. 1 t -0-313.
-,
STATE OF GEORGIA. FINANCING STATEMENT
UCC-1 (REVISED 1/1/1995)
FORM MUST BE TYPED.
READ INSTRUCTIONS ON BACK
BEFORE FILUNG OUT FORM.
L
..J
aTAIlCIARO FORM ucc., . APPAOYI~O ",,'ees BY OEOAOIA aUPERIOA COURT Cl.EAK.- COOPERATIVE AUTHORITY
n A n-r.. .-11 ,...,.... "'\1::-='''''1::" ,...."nv
.
.
EXHIBIT "A"
All right, title and interest of the Debtor in and to the Public Purpose InstaI1ment Sale
Agreement dated as of June 1, 1998 between the Debtor, as seIler, and Augusta, Georgia, as
buyer (the "lnstallment Sale Agreement"), the Instalhnent Payments and the Debtor's interest in
the Project (including the interest retained in the Reverter Deed and the Funds and Accounts and
Moneys on deposit in the Certificate Payment Fund. The capitalized terms used herein are as
defined in the Installment Sale Agreement.
U"NIFORM COMMERCIAL COJiJli - FINANCING STATEMENT -. FOR.CC-1 (Revised 1/1/19~5) ,
. Form mu~_ Read instructions on back before mllng orm. . 209'51
THIS RNANClNG STATEMENT IS PRESENTED TO A RUNG OFRCER FOR RUNG PURSUANT
TO THE UflFORM COYMERQAl COIle. STATE Of GEORGIA. .
,A. 0ebI0r Name and MaIling Addr...: 0 IndIvIcklaI (laat. FIrat. MI6dIe Nam.)
1fI8ua1Ma (legal o..1neaa Name)
Facilities, rnc.
Richmond County Public
c/o Mr. James B. Wall
454 Greene Street
Augusta, GA 30901
1 a. Enter 8oc:Ial Sec:UI9ly ITu 1>1 5 8 - 6 0 0 0 8 81
2A. 0ebI0r Name and ~Ing Addrw.:
1C. CChect I... under Ilem 8
C individual (laat. Fbt. MI6dIe Nam.)
o Dual_ (legal 0....... Nam.)
28. Enr<< SocIal SecurCIy /Tu D ,
SA. Debtor Name and UalIIng Addr...:
, :r.
- ,
o -.-,,r.cal:It
. !11,.r.lIlH.l.'..
2C. 0 Chectl . ..... under Item 6
o IndMduaI (laat. Fbr. Middle Name)
o EIuaIMM (legal 0....... Name)
5. AulgMe Name and MaBlng Addr....
o Indlvldual (laIl, Flral, Middle Namo)
o Buslneu (legal Bualness Name)
28. Enr<< SocIal Socurlly /Tu 10 II
4. Socured pany Namo and Malllng AddrC3U:
3C. 0 Ch8ck . "'erI1ll under 110m 6
C individual (laat. Flrar. Middle N81Il8)
1fI Bual_ (legal Oualoou Nama)
6. Exceptions lor SoclaI Sea.rity/Tax IDI - O.C.GA 11-9-C02(9): financing Stat~ filed to
polfec:t a aecu1ly InCerest .. coBaIeral already acAljed to a ~ lnIoresr .. another jurisdictlon
when Ills brought in(o /his state or when !he cIebIor's loeaIIon is Changed to /his .late, or !he debtor
is not req<*ed to haYe BUCfl a number.
7. C CIleck Only. BOTH: (Q Collateral Ie consumer goods 115 defined In O,C.G.A. 11.~109 and
(II) the secured obligation Is originally $5,000 or Iesa, and glvlll malurily dale (MONTHIOAYI
YEAR) or alate -None-
6. CIleck ONLY. applicable.
A. 0 CoIlal8ral on Consignment.
B.D Collateral on Lease.
Regions Bank, as Trustee
Corporate Trust Department
Sixth Floor
417 North 20th Street
Birmingham, Alabama 35203
IA. This Dnanclng 8Ullom9nt c:overa /he loIIowIng l)'pea 01 ..,.. of coIaIeral:
See Exhibit liB" Attached Hereto and Made a Part Hereof
9C, Enter ooIIaJeraJ code(s) from back 01
form that best d...crbes collateral
covered by this filing:
lIB.. 0 PtoducIs of coIatoral atO also C< MIflId.
10. Ch8ck I appIIc:abIll and nduclQ INIIOl1ab1e ~ of Che rut ..Iale In bin llA:
A.CCR!pa growIrlg 01'10 be 1Irvwn. aD MIneraIa or die IU (IndudIng 01 and ga) Of IlCIClOl.WlIa ~ 10 o.c.G.A. 1'-~103(5).
11. NMle of the Rec:ofd <>-er(.) Of Rfcord I.aaee(.) (I debcor cloea /MIl haw an InIerMl 01 record In the realltSlale).:
Richmond County Public Facilities, Inc.
12. CGunly 01 CocmIIelIIn wfIIcfllhe an.1CI8d IlI8IlIIIlIM II located (Muat be Id8ntIilIcII fIklg __ CflI\lS,"*'era! or Ib:Iuresl:
Ril'hmnnr'l
11 TIlls atalement Is fled without the cleblors ~ to per1ed. -ttr Inlafestln COIaIeraI (chedt oriy 1\ ~):
A. 0 aRady aubted to a MCUrty Ir._t .. __ )ufIadIcIIon -"en It _ brougId InIo \ilia alai. or cIebIor's location changed to this .laIe;
B. DwlIIch Is pIOO!>llda 01 Che orlglr.'" COIaIeraI NeaIIed ___In wflIch a MCUrty -.-... perfacled;
C. C. 10 wftIch IJIe fling haa \ap&ud;
0.0 acquired attcr a chang. of datJtOl"I name, IdentIfr or c:orporaIe IlrUcIure; or
Eo Cdeactlled In a.ecurlly agtHRBI'II' real NtaIIIIlDI1gaQ8 aItaCfIed herelo In accordanc:e wfIh O.C.G.A. 11.1-402(1).
14. S1gnatl1re(.) of Ollblor(s) 15, Slgnature(.) 01 Secured P8I1)'(1eI)
90. Number 01 .cld~ional sheeta
presented :
c:xJ Fixture fling purwant to O.C.GA 11.~313.
w~:.~
President
.., STATE OF GEORGIA. FINANCING STATEMENT
UCC-1 (REVISED 1/1/1995)
FORM MUST BE TYPED.
.
.
EXIllBIT "B"
All buildings, structures and improvements of every nature whatsoever now or hereafter
situated on the land described in Exhibit "A" (the "Land"); and all right, title and interest of the
Debtor in ~ill fixtures, machinery, building supplies and materials and all other articles of property
of every kind and nature acquired with proceeds of the Richmond County Public Facilities, Inc.
Certificate~; of Participation (Augusta Golf Course Project) Series 1998, and constituting the
"Project" described in the Public Purpose Installment Sale Agreement dated as ofTtine 1, 1998
between th,e Debtor and Augusta, Georgia; and all extensions, additions, improvements,
betterment;, renewals and replacements, substitutions, or proceeds of any of the foregoing
constituting proceeds acquired with cash proceeds of any of the property described hereinabove;
flowers, shrubs, crops, trees, timber and other emblements now or hereafter located on the Land,
whether now owned or hereafter acquired by the Corporation and all proceeds of any of the
property d€::scribed above.
.
.
EXlUBIT "A"
U Co. L ~ II\> P. (\jc...l N c,. ~T Al' eM E.N T
ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in
Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing 142.00
acres, more or less, and being bounded as follows:
On the: North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman,
and property (If Samples, which property is shown as a consolidated tract of land on a plat recorded the
Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11 U, page 319 (the
WBrickle Prop4~rtyW); and (2) by property of Augusta-Richmond County, Georgia known as the wDaniel
Field AirportW, and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates
which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the W Airport PropertyW).
On the East, by the Airport Property and by the right-of-way of HigWand Avenue.
On' thc~ South, by the right-of-way of Damascus Road; and
On th(~ West, by the following tracts of land: (1) property of Garren and Nordmann, as shown
on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel
259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17,
1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said
Clerk's OffiC(~; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by
George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office;
(4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel
490. pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat
dated Novemher 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates,
Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta-
Richmond County, Georgia acquired by deed dated AugUst 4, 1994, and recorded in Realty Reel 467,
pages 370-37:~, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page
409, in said Clerk's Office; and (6) the Brickle Property.
REFERENCE is hereby made to the recorded plats and deeds referenced above for a more
complete and accurate description as to the metes, bounds and location of the subject property.
TIIE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records
of Augusta-Richmond County, Georgia.
SAIl) property is conveyed subject to the right-of-way of Old Camp Road which bisects the subject
property in a general north-south direction.
.
Secre1tary of State
Corpc'rations Division
Suite :315, West Tower
2 Martin Luther King Jr., Dr.
Atlanta, Georgia 30334-1530
.
DOCKET NUMBER
CONTROL NUMBER
DATE INC/AUTH/FILED:
JURISDICTION
PRINT DATE
FORM NUMBER
981750791
9002486
02/07/1990
GEORGIA
06/24/1998
211
~
HULL, TOWILL, NORMAN & BARRETT
DOUGLAS D. BATCHELOR
801 BROAD STREET, 7TH FL.
AUGUSTA GA 30901
CERTIFICATE OF EXISTENCE
I, Lewi sA, Massey, the Secretary of State of the State of Georg i a, do hereby
certify und~r the seal of my office-that =..
RICHMOND COUNTY PUBLI C FAt I LI T! ES... I NC.
A DOMESTIC NONPROFIT CORPORATION
"."'G-..J
was formed in the jurisdiction stated above or was authorized to transact business
in Georgia on the above date. Said entity is in compl iance with the appl icable
filing and annual registration provisions of Title 14 of the Official Code of
Georgia Annotated and has not filed articles of dissolution, certificate of
cancellation, or any other similar document with the office of the Secretary of
State.
This certificate relates only to the legal existence of the above-named entity as
of the date issued. I t does not cert i fy . whether or not a not i ce of intent to
dissolve, ;an application fo'r withdra~al~'~ 'statement of commencement of winding
up, or any other similar document has been filed or..js pending with the Secretary
of State."
This certificate is issued pursuant to Title 14 of the Official Code of Georgia
Annotated and is prima-facie evidence that said entity is in existence or is
authorized to transact business in this state.
h~A.1~SE1~
SECRETARY OF STATt
.
.
OFFICER'S CERTIFICATE
AS TO SOI(cX3) STATUS
Th(: undersigned, Secretary of Richmond County Public Facilities, Inc., a Georgia
nonprofit corporation ("RCPF') hereby acknowledges and agrees that the firm of Hull, Towill,
Norman & Barrett may rely on this Certificate in rendering its opinion in connection with the
issuance of the SI,705,000 of Richmond County Pu1?lic Facilities, Inc. Certificates of Participation
(Augusta Golf Course Project) Series 1998.
I HEREBY CERTIFY, as follows:
1. RCPF is an organization described in Section 501(c)(3) ofthe Internal Revenue
Code of 1986, as amended (the "Code") and is exempt from federal income taxation under
Section 50 1 (a) of the Code no part of the net earnings of which inures to the benefit of any
person.
2. RCPF is not a "private foundation" as defined in Section 509 of the Code.
3. Attached hereto as Exhibit "N' is a true and correct copy ofa letter dated May 9,
1990 from the Internal Revenue Service to RCPF confirming its status as an organization
described in Section 501(c)(3) of the Code. Such letter has not been modified, limited or
revoked.
4. The facts and circumstances forming the basis for the letter referred to in
paragraph (3) above continue in all material respects to exist as represented to the Internal
Revenue Service.
This the 2.~ day of July, 1998.
. ,
,
Internal R~venue a,ee
~lol<!JU,.l.I.L... "A;."
Departme'ot the Treasury
Washington, DC 20224
Richmond County Public
Facilities, Inc.
~ 454 Green Street
Aug'usta, Ga. 30901
Person to Contact:
Mr. Kolbe\ Odoms
202-566-3951
Telephone Number:
Refer Reply to:
~
E:EO:R:1-1
Date:
Employer Identification Number:
Key District:
Accounting Period Ending:
Foundation status Classification:
Form 990 Required:
MAY
9 1900
58-1886508
Atlanta
December 31
509(a)(3)
Yes
Dear Applicant:
Based on information supplied, and assuming your Operations
will be as stated in your application for recognition of
ex-emption, we ~ave detennined }_ou are exem~!= ~~o~ federal ~income _. _
-- ,-.-- .--=-tax under -s-ect~on_501(a) of.tne_In~~rnal Revenue Code as an
organizC'.t.1.on described in s-ection 50l(c) (3)~' 0:-.
We have further determined that you are not a private
foundation within the meaning of section 509(a) of the Code
because you are an organization described in the section(s)'
above.
)
If your sources of support, or your purposes, character or
m€:thod of operation change, please let your key district kno':' so
that office can consider the effect of the change on your exempt
st:atus and foundation status. ~n the case of an amended document
or bylaws, please send a ~opy tit. the amended document or bylaws
to your key dif:!trict. Alsc;>, ..you..should inform your key District..
Dlrector of all changes in'your naJ:ll~-or address.
Unless you are an instrumentality or otherwise specifically
e)c:cepted, beginning January 1, 1984, you are liable for taxes
under the Federal Insurance Contributions Act (social security
taxes) on remuneration of $100 or more .you pay to each of your
elnployees during a calendar year. . ~ou are not liable for the tax
ilnposed under the Federal Unemployment Tax Act (FUTA). However
i:E you are a wholly-owned instrumentality of a state or politic~l
sl~division of a state, and social security coverage is desired
fior your employees, the coverage may be obtained only by an
al;;Jreement between the state and the Secretary of Health and Human
Services, entered into under section 218 of the Social Security
Act, as amended. Generally,' employees hired after March 31,
1986, are subject to the Medicare portion of the social security
tax if they are in a group not covered by an agreement with the
Secretary of Health and Human Services.
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- 2
Richmond County Public Facilities, Inc.
~
Any questions that you may have as to whether you are an
ins1trumentality of a state or a political subdivision thereof
should be addressed to the Internal Revenue Service, Office of
the Associate Chief Counsel (Technical), Attention: CC:FI&P,
P.O. Box 7604, Ben Franklin station, Washington, D.C;"20044.
Unless you are an instrumentality you are required to file
Fo~m 990, Return of Organization Exempt From Income Tax, if your
gross receipts each year are normally more than $25,000. Such
returns are not required to be filed by organizations that are
instrumentalities of a state or a p'olitical subdivision thereof,
the income of which is excluded from gross income pursuant to
. sectiolLl15 _ ot. the Cod~., If you believe_your income. is excl-udea.-'
. "-f.rom_ grq~s..Jncome. pursuant to section '115 of 'the Code;~ y-ou. should--
... request an appropriate ruling from the_ Office-lJf Chief Counsel,
as indicated above. .
If you are required to file Form 990, but your gross
receipts each year are not normally more than $25,000, we ask
tha.t you establish that you are not required to file Form 990 by
conlpleting Part I of that Form for your first year. Thereafter,
YO\Jl will not be required to file a return until your gross
rec:eipts exceed the $25,000 minimum. For guidance in determining
if your gross receipts are "normally" not more than the $25,000
lindt, see the instructions for the Form 990. If a return is
re~~ired, it must be filed by the 15th day of the fifth month
aft:er the end of your annual accounting period. A penalty of $10
a day is charged when a return is filed late, unless there is
reclsonable cause for the delay. The maximum penalty charged
cannot exceed $5,000 or 5 percent of your gross receipts for the
year, whichever is less. This penalty may also be charged if a
re1:urn is not complete, so please be sure your return is complete
before you file it.
You are required to make your annual return available for
pW)lic inspection for three years after the return is due. You
arl~ also required to make available a copy of your exemption
application, and supporting documents, and this exemption letter.
Fallure to make these documents available for public inspection
ma:~ subject you to a penalty of $10 per day for each day there is
a failure to comply (up to a maximum of $5,000 in the case of an
an:nual return). See Internal Revenue Service Notice 88-120,
1988-2 C.B. 454, for additional information.
1
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"
I.'
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- 3 -
Richn~nd County Public Facilities, Inc.
~
You are not required to file federal income tax returns
unleHs you are subject to the tax on unrelated business income
under section 511 of the Code. If you are subject to this tax,
you must file an income tax return on Form 990-T, ..Exempt
organization Business Income' Tax Return. In thrs' letter we are
not determining whether any of your present or proposed activ-
itie:~ are unrelated trade or business as defined in section 513
of the Code.
since you are not a private foundation, you' are not ,subject
to the excise taxes under Chapter 42 of the Code. However, you
are not automatically exempt from other federal excise taxes. If
-:f-Ou have any qu~stions ,abqut ,excise,......employment, -or.-o.therfederal. '"--,-,.
_ _, taxes, ple::'\.se contact your key District, Directo~' ....- -.. --- _ __ ___
Donors may deduct contributions to you as provided in
section 170 of the Code. Bequests, legacies, devises, transfers,
or g'ifts to you or for your use are deductible for federal estate
and gift tax purposes if they meet the applicable provisions of
sect,ions 2055, 2106, and 2522.
If your organization conducts fund-raising events such as
benE!fit dinners, auctions, membership drives, etc., where
somE!thing of value is received in return for contributions, you
can help your donors avoid difficulties with their income tax
returns by assisting ~hem in determining the proper tax treatment
of 1:heir contributions. To do this you should, in advance of the
event, determine the fair market value of the benefit received
and state it in your fund-raising materials such as solicita-
tions, tickets, and receipts in such a way that your donors can
deb~rmine how much is deductible and how much is not. To assist
you in this, the Service has issued Publication 1391, Deduc-
tib:llity of Payments Made to Organizations Conducting Fund-
Rai::dng Events. You may obtain copies of Publication 1391 from
your key district office.
You need an employer identification number even if you have
no ,employees. Please use that number on all returns you file and
in all correspondence with the Internal Revenue Service.
We are informing your key District Director of this ruling.
Because this letter could help resolve any questions about your
exempt status and foundation status, you should keep it in your
pe~manent records.
.- ,
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- 4 -
Richmond County Public Facilities, Inc.
~
If you have any questions about this ruling, please contact
the person whose name and telephone number are shown in the
heading of this letter. For other matters, including questions
concerning reporting requirements, please contact your key
District Director.
Sincerely,
,I .
Conra.c1 Bosenber3
, - "- . . Conrad Rosenberg
Chief, Exempt Organizations
Rulings Branch 1-1
.- ..' ,_.:..
Form 8038-&
(Rev. May 1995) .
o.p.;..~1t of the T-.y
HemIf ~ 8eMce
Re ortin
Issuer's name
Richmond County Public Facilities Inc.
3 Nurilber end street (or P.O. box If maD is not delivered to street address)
c/o Mr. James 11. Wall 456 Greene Str
6 CIty, town. or post ottica, state, and ZIP code
Augusta, Georgta 30901 0
7 Name of issue $1, :'05,000 Richmond County Public Facilities, .Inc.
=~rdficates of Part:Lcipation (Augusta Golf Course Project) Series
ImIII Type of Is:me check a Iicable bo es and enter the issue rice
9 0 Education (attac:h schedule-see Irlstructions). . . .
10 0 Health and hospital (attach schedule-see Instructions).
11 0 Transportation . . . . .' . . ~ .
12 0 Public safety. . . . . . '. . ~ .
13 0 Environment Oncludingsewaga bonds) .
14 0 Housing . . . . . . . . . . .
15 0 Utilities . . . . . . . . . . .
16 ~ Other. Descrilxl (s~ 'lnstructions) ~
17 If obligations are tlX or other revenue anticipation bonds, check box ~ 0
18. If obli ations are In the form of a lease or Installment sale. check box ~ I[] ,
Descri tiJon of Obli ations
Infonnatlon R~ for Tax-Exempt Governmental uw.gatlons
.der Internal Revenue Code section 149(0)
, .... Seo separate Instructions.
(Note: Use Form 8OJ8-GO If tho /ssw ptfce Is under $100,000.) .
If Amended Return check here Ii--
2 Issuer's employer Identification number
58 1 6000881
Room/suite 4J Report number
G19 98 - 1
6 Date of Issue
July 2, 1998
8 CUSlP num r
'None
OMB No. 1545-0720
1998
~ date
(hI.
Interest nlte .
tcJ ..
a.- price
$
Stated ~emption
. price Bi maturity.
19 .FmaI maturity. 6-30-2013 % 82 864.25 82 864.25
20 Entire issue . 1 105 000.00 1 705 000.00
1i2mm!J:],~,~~:::~!]>roceeds of Bond Issue mcludin underwriters' discount
21 Proceeds used for accrued interest . . . . . . . . . . . . .
22 Issue price of entire Issue (enter amount from Une lO,.column (c)). .
23 Proceeds USed for bond Issuance costs [Including Underwriters' OlSCOunt) . 23
24 Proceeds used fe,r credit enhancement. . . . . _ . . . . 24
25 Proceeds allocated to reasonably required reserve or replacement fund 25
26 Proceeds used te, currently refund prior issueS . . . . '. . . . . . 26
Z1 Proceed: used tn advance refund prior Issues .'. :' . . . . . . ').7
28 Total (add tines 23 through 27). . .'. . . . . .'. . . . . .'. . . . . . 34,100.00
29. Nonrefundi'!l..E!!lCOOds of the ISsue subtract line 28 froni line 2i and enter amount here. .. 29 1 670 900. 00
~jon of Refunded Bonds (Complete this part only for refunding bonds.)
30 Enter the remaining weight~ average maturity of the bonds to be currentlY refunded . '.' ~
31 Enter the remaini:ng weighted .average maturity of the bonds to be advance refunded . . ~
32 Enter the last date on which the' refunded bonds \WI be called. . . .' ~ . ~ .
33 Enter the date s the refunded bonds were Issued ~
Misceliclneous
34 Enter the amount of the state volume cap allocated to the Issue tinder section 141(b)(5) .
35 Enter the amount clf the bonds designated by the Issuer undefsection 265(b)(3)(B){i}Qlij (small Issuer exception)
36a Enter tho mn:xJ1t of gross jxoceedS Invest8d or to be Jnveste(f n a gtmar4eed klvestment contract (see k1stnJctions)
. b Enter the finaJ matUrity date of the guaranteed Investment contract . ~ .
:n Pooled 1I1ancings:: a Proceeds of this Issue that are to be used to make loans to other governmental units 378 0
b If this issue is El ~ made from .the proceeds of another tax-eXempt Issue, check box ~ 0 and enter th~ ~ of ~~
lSsuer" _ . . .. and the'date of the Issue ~ ' '. .
38 If the Issuer has elected to pay a penalty In lieucif arbitrage rebate, check box .... .. ~ 0
39 If the issuer has Identified a hedge, check box .' >-. . . . .'. . . . . 0 . '. . ~ . ~ 0 .. . .' '. .
~ pol'MiItiM of perpy.1 declere that I have examInod IhiI NilIm end ec:compenyIng ac:heduIesoand ttatementa. and to the boat of my knowledge
~ belief, they.. true. conwc:t, Iind~ ... . . "
o
705 000.00
years
years
34
35
36a
None
1 705 000.00
o
Please
'Sign
He~'
c.t. No. 63773S
. Form ~G (RGY.6-95)
0',
--
.. LAW OFFICES .
H~. TOWILL. NORMAN &. BAR T
P.O. BOX 1564
ROBERT C, NORMAN
'-CTIRCCH
.JOHN BELL TOWILL
1007.1001
WM. HALE BARRETT
LAWTON .JOROAN, JR,
PATRICK .J, RICE
DOUGLAS 0, BATCHEI.OR, JR.'
DAVID E, HUOSON
WILLIAM F, HAMMONC
MARK S, BURGREEN"
GEORGE R. HALL"
JAMES B, ELLINGTON
F, MICHAEL TAYLOR'"
WILLIAM .J. KEOGH III
EDWARO J, TARVER
J. NOEL SCHWEERS III"
SUSAN D. BARRETT
R. E. HANNA, III"
TIMOTHY E, MOSES"
N. SHANNON GENTRY
FRANK C, MCCRYSTI.E III'"
CHARLES H. WEIGLE
A PROFESSIONAL CORPORATION
AUGUSTA, GEORGIA 30903-1564
OFFICE
SUNTRUST BANK BUILDING
eOI BROAQ,6TREET
SEVENTH FLOOR
AUGUSTA. GEORGIA 30901
-.!L.
August 6, 1998
TELEPHONE 17061 722.4481
TELECOPIER C70JSI 722.9779
EMAIL HULLFIRMIIGROUPZ.NET
'(ALSO FL AND S.C.I
"CALGO S.C.I
".IMD ONLY'
CERTIFJ[EI) MAIL
RETURN RECEIPT REQUESTED
In~rna1 Revenue Service Center
Philadelphia, P A., 19255
.--
. _~,_r_..
..r.
-
Re: Richmond County Public Facilities, lI1~Gertificates of Participation
(Augusta Golf Course Project) Series 1998- . J.
To the Addressee:
Enclosed is a completed I.R.S. Form 8038 "Information Return for Tax-Exempt
Private Activity Bond Issues" with respect to the above-referenced Bonds.
If you should have any questions concerning the enclosed forms, please contact me at
the above address.
.. "*'
Z 428 063 448
us Postal Service
Receipt for Certiified Mail
No Insurance Coverage F rovIded.
Do not use for International Mall See reverse
&rItto I R.S
SInlel & Number
.
Very truly yours,
HULL, TOWILL, NORMAN & BARREIT
t
Postage
~~~~-
Douglas D. Batchelor, Jr.
Certified Fee
Spec:laI DeIiYeIy Fee
Restllcted Deivery Fee
It)
~ ReltIn ReceIpt ShowIng to
.... Whom & Dale DeIYlll'lld
a ReUn ~SImlg '" Ynlom,
< Dale, & Adchssee's M:tess
~ TOTALPoslage&Fees $ ~,
C") PoslmaIk or Dale
! g-fo-t/8'
[. I D
.
.
RESOLUTION
A JRESOLUTION OF THE AUGUSTA-RICHMOND COUNTY COMMISSION
A UTHORlZING INTER ALIA, THE EXECUTION OF A PUBLIC PURPOSE
INSTALLMENT SALE AGREEMENT RELATING TO THE
ACQUISmON, CONSTRUcnON AND INSTALLATION OF
CAPITAL IMPROVEMENTS TO THE AUGUSTA GOLF
COURSE AND CONSENTING TO THE ISSUANCE OF
CERTIFICATES OF PARTICIPATION DESCRIBED IN THE
PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT IN
THE AGGREGATE PRINCIPAL AMOUNT OF $1,705,000
THIS RESOLUTION adopted by the Augusta-Richmond County Commission.
'WHEREAS, Richmond County Public Facilities, Inc., a Georgia non-profit corporation
("RCPF"), has found it to be in furtherance of the purposes for which RCPF was created that
RCPF enter into a Public Purpose Installment Sale Agreement, dated as of June 1, 1998 (the
"Installment Sale Agreement" with Augusta, Georgia (Augusta) to acquire, construct and install
certain Gapital improvements at the Augusta Golf Course, which are more particularly described in
Exhibit B to the Installment Sale Agreement and in plans and specifications therefor which are on
file in the offices of the Clerk of the Augusta-Richmond County Commission, and are
incorporated herein by this reference (the "Project") for use by Augusta in the performance of its
governmental and proprietary functions; and
WHEREAS, pU,rsuant to the Installment Sale Agreement RCPF shall cause the Project to
be acqulired, constructed and equipped, as more fully described in Exhibit B to the Installment
Sale Agreement, and RCPF will sell the Project to Augusta pursuant to the terms of the
Installment Sale Agreement; and
WHEREAS, RCPF will transfer its interest in the Installment Sale Agreement to Regions
Bank, ns Trustee (the "Trustee"), under the terms of a Trust Indenture, dated as of June 1, 1998
(the "Trust Indenture"), between RCPF and the Trustee, and pursuant to the terms of the Trust
Indenture, the Trustee will on behalf of RCPF issue certificates to be known as Richmond County
Public :Facilities, Inc. Certificates of Participation (Augusta Golf Course Project), Series 1998 (the
"Certificates"), in the aggregate principal amount of$1,705,OOO, representing fractional undivided
interests in the payments by Augusta to RCPF pursuant to the Installment Sale Agreement; and
1
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'NHEREAS, pursuant to the Installment Sale Agreement, RCPF will cause the proceeds
of the Certificates to be deposited with the Trustee and applied as set forth in the Trust Indenture,
including application to a Project Fund for use in acquiring, constructing and equipping the
Project;
'NHEREAS, in order to give effect to, and comply with, the foregoing agreements and
instrume:nts, and in order to authorize payment of its obligations incurred under the Installment
Sale Agreement for fiscal year 1998, Augusta has available to satisfy such obligations
uncommitted and unappropriated funds in its current operating budget in an amount not less than
the Minimum Annual Appropriated amount as set forth in Exhibit A to the Installment Sale
Agreement; and
NOW, THEREFORE, BE IT RESOLVED by the Augusta-Riclunond County
Commis:;ion (the "Commission") and it is hereby resolved by authority of the same:
Section 1. The Commission has determined and hereby finds that the acquiring,
constructing and equipping of the Project as described and provided in the Installment Sale
Agreem€:nt is desirable and necessary to the carrying out of Augusta's governmental and
proprietary functions. It is the intent of this resolution to authorize and direct the execution of
such documents as may be necessary to effectuate these purposes and complete the Project.
Section 2. The Installment Sale Agreement, in substantially the form presented to the
Commis:;ion, a copy of which is attached hereto as Exhibit A, is hereby approved, and all of the
terms an,d provisions thereof are incorporated herein by reference. The Mayor and Clerk of the
Commis:;ion are hereby authorized and directed in the name and on behalf of Augusta to execute
and deliver the Installment Sale Agreement in substantially the form presented at this meeting,
with such changes and additions as shall be approved by the officers who execute the same, and to
execute Huch other documents as shall be deemed necessary or desirable to effect the purposes of
this resolution. Such execution shall constitute conclusive evidence that the executed document
has been authorized and approved by this resolution. The aforesaid officers are further authorized
to do all things necessary or appropriate to effectuate the purposes hereof
Section 3. The Trust Indenture presented at this meting, the assignment of the
Installment Sale Agreement thereunder and the issuance of the Certificates pursuant thereto are
hereby approved in substantially the form submitted, a copy of which is attached hereto as Exhibit
B, subject to any changes, amendments, deletions or additions as approved by the Mayor and the
execution of the Installment Sale Agreement by the Mayor shall be conclusive evidence of his
approval of the form of the Trust Indenture as executed and delivered.
Section 4. The Installment Sale Agreement is hereby designated as a "qualified tax-
exempt obligation" within the meaning of Section 265(bX3) of the Internal Revenue Code of
1986 (th(~ "Code").
2
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.
Section 5. Augusta hereby appropriates the Minimum Annual Appropriated Amount
for the imitial year of the Installment Sale Agreement as set forth in Exhibit A to the Installment
Sale Aglieement.
Section 6. Any officer of Augusta is hereby authorized to sign and file or cause to be
filed a oJmpleted IRS Fonn 8038-G as required by Section 149(e) of the Code.
Section 7. Any officer of Augusta is hereby authorized to execute a non-arbitrage
certification in order to comply with Section 148 of the Code and the applicable treasury
Regulations promulgated thereunder.
Section 8. No stipulation, obligation or agreement herein contained or contained in
the Installment Sale Agreement shall be deemed to be a stipulation, obligation or agreement of
any commissioner, officer, agent or employee of Augusta in his or her individual capacity, and no
such commissioner, officer, director, agent or employee shall be personally liable under the tenns
of the Installment Sale Agreement or be subject to personal liability or accountability by reason of
the execution, delivery and perfonnance thereof
Section 9. From and after the execution and delivery of the Installment Sale
Agreement, the Mayor and/or Clerk of the Commission are hereby authorized, empowered and
directed to do all such acts and things and to execute all such documents as may be necessary to
carry OUlt and comply with the provisions of said documents as executed and are further
authorized to take any and all further actions and execute and deliver any and all other documents
and certificates as may be necessary or desirable in connection with the execution and delivery of
the Installment Sale Agreement or any other agreement necessary to effect the transactions
contemplated herein and to document compliance with the Code.
Section 10. Augusta hereby authorizes the transfer of the Augusta Golf Course to
RCPF by warranty deed in substantially the fonn attached hereto as Exhibit C. Pursuant to
Section 36-9-3(2)(B), Official Code of Georgia Annotated, said property as improved to be
repurchased pursuant to the Installment Sale Agreement.
Section 11. All actions of the officers of Augusta which are in conformity with the
purposes and intents of this resolution and in the furtherance of the execution, delivery and
perfonn.ance of the Installment Sale Agreement shall be, and the same hereby are, in all respects
approvc::d and confinned.
Section 12. If anyone or more of the agreements or provisions herein contained shall
be held contrary to any express provision oflaw or contrary to the policy of express law, though
not expressly prohibited, or against public policy, or shall for any reason whatsoever be held
invalid, then such covenants, agreements and provisions shall be null and void and shall be deemed
severable from the remaining agreements and provisions and shall in no way affect the validity of
any of the other agreements and provisions hereof
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Section 13. All ordinances and resolutions or parts thereof of Augusta which conflict
with thc~ provisions herein contained are, to the extent of such conflict, hereby superseded and
repealed.
Section 14. This resolution shall be effective immediately upon adoption.
ADOPTED this 16th day of June, 1998.
AUGUSTA-RICHMOND COUNTY
COMMISSION
Mayor
~
[SEAL]
Clerk
TliI dDC\IlIIInllPllrovtd ~9
~~;f;L
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EXHIBIT "A"
PUBLIC PURPOSE JNSTALLMENT SALE AGREEMENT
Dated as of June 1, 1998
between the
RICHMOND COUNTY PUBLIC F ACILITlES, JNC.,
as Seller
and
AUGUSTA, GEORGIA
as Purchaser
As set forth in Section 7.1 hereo~ the interest of the Seller in this Public Purpose Installment
Sale Agreement and the Installment Payments described herein have been assigned to Regions Bank,
as Trustee, under a Trust Indenture, dated as of June 1, 1998, between the Seller and the Trustee,
and are subject to the security interest of the Trustee.
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND EXIllBITS
Section 1.1. Definitions and Rules of Construction . . . . . . . . . . . , , . , . . . . . . . . . . . . , . . . . . . 2
Section 1.2. Exhibits.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE IT
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2,.1. Representations, Covenants and Warranties of Augusta ..................... 5
Section 2:.2. Representations, Covenants and Warranties ofRCPF . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE ill
SALE OF THE PROJECT
Section ~; .1. Sale of the Project ..,.....,.....,.........................,....... 10
Section ~;.2. Warranties .. . . . . . . . . . . . , , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE IV
DEPOSIT OF CERTIFICATE PROCEEDS;
AGREEMENT TO ACQUIRE, CONSTRUCT AND EQUIP THE PROJECT;
TERMINATION OF INSTALLMENT SALE AGREEMENT;
INSTALLMENT PAYMENTS; TITLE TO THE PROJECT; APPROPRIATION
Section 4.1. Deposit of Certificate Proceeds .....................,................ 12
Section 4.2. Acquisition and Construction of Project , . . . . , . . . . . . . , . . . . . . . . . . . . . . . . . . 12
Section 4.3. Term of Agreement .......................................,.,..... 14
Section 4.4, Payments. . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . , , . . . . . . . . . . 14
Section 4.5. Title to the Project; Purchase Options. . . . . . . , . . . . . . . . . . . . . . . . . . . , . . . . . . 17
Section 4.6. Covenant as to Appropriation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , , . . . . . . . 17
Section 4.7. Payments for Project; Termination of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.8. Establishment of Completion Date ....... , , . . . . . . . . . . , . . . . . . . . . . . . . . . . 18
ARTICLE V
MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS
Section .5.1. Maintenance, Taxes and Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 5.2. Cooperation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . , . . . . . . . . . . . . . . . . 20
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Section 5.3. Insurance; Destruction or Damage to Project ........ . . . . . . . . . . . . . . . . . . . . 20
Section 5.4. Administrative Expenses. . . . . . . . . . . . . . . . . , , . . . . . . , . . . . . . . . . . . . . . , . . . 21
Section 5.5. Environmental Representations and Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE VI
DISCLAlMER OF WARRANTIES; INDEMNlFICATION
Section 6.1. Disclaimer of Warranties .......................,.........,......... 25
Section 6.2. Augusta's Right to Enforce Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . 25
Section 6.3. Release and Indemnification Covenants .."............................ 25
Section 6.4. Indemnification of Trustee ............ . , . . . . . . . . . . . . , . , , . . . . . . . . . . . . 26
Section 6.5. Certain Indemnifications. . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . , . . . . . . . . . , 26
Section 6.6. Limitation ..."............................................,.... 26
ARTICLE vn
SUCCESSORS, ASSIGNMENT, PLEDGING, SALE, AND A1\.1ENDMENT
Section 7.1. Assignment by RCPF . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.2. No Assignment by Augusta; Leasing ..,............................... 27
Section 7.3. Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE VITI
EVENTS OF DEFAULT, NON-APPROPRIATION AND REMEDlES
Section B.1. Events of Default Defined ......,...........................,....... 29
Section 8.2. Remedies on Default and Non-Appropriation . , . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section lt3. Non-Appropriation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . , . . . . . 30
Section a.4. Surrender of the Project. . . , . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . 30
Section a.5. No Remedy Exclusive .......................,..................... 31
Section 8.6. Agreement to Pay Attorneys' Fees and Expenses ........................, 31
Section 8.7. No Additional Waiver Implied by one Waiver. . . . , . . , . . . , , . , . . . . , . . . . . . . . 31
ARTICLE IX
MISCELLANEOUS
Section 9.1. Notices. . . . , . . . . . . . . , . . . . , , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . 32
Section 9.2. Binding Effect; Assignment ......,.......,.......................... 32
Section '9.3. Severability "..,................................................ 32
Section 9.4, Amendments, Changes and Modifications. . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . 32
Section 9.5. Further Assurances and Corrective Instruments ............,............. 33
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Section 9,6. Execution in Counterparts ........,................................. 33
Section 9,7. Applicable Law ..................,................,.............. 33
EXlllBll' A - Basic Terms; Minimum Annual Appropriated Amount
EXlllBll' B - Description of Project
EXlllBll' C - Form of Limited Warranty Deed
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PUBLIC PURPOSE INSTALLMENT SALE AGREEMENT
THIS PUBUC PURPOSE INSTALLMENT SALE AGREEMENT (this "Agreement"),
dated as of June 1, 1998, by and between Richmond County Public Facilities, Inc., a Georgia non-
profit corjporation ("RCPF"), as seller and its successors and assigns, and Augusta, Georgia, a body
politic and corporate and a political subdivision of the State of Georgia, as purchaser (Augusta");
WITNESSETH
VrnEREAS, Augusta is a duly and validly organized and existing county-wide government
which is a body corporate and politic and a political subdivision under and by virtue of the
Constitution and laws of the State of Georgia, iPcIuding specifically Ga. L. 1995, p.3648, Ga.L. 1996
p.3607, and Ga. L. 1997, p.4024, and p.4690; and
VVBEREAS, Augusta has the power, pursuant to the laws of the State of Georgia, including
particularly Section 36-60-13 of the Official Code of Georgia Annotated, to enter into purchase, lease
purchase or installment purchase contracts to finance the acquisition of real or personal property and
the construction of improvements on real property; and
'VHEREAS, Augusta has determined that it is in its best interest to purchase the hereinafter
described Project from RCPF pursuant to the terms and conditions hereinafter set forth; and
\VHEREAS, the obligation of Augusta to make payments hereunder shall be payable only
from funds lawfully appropriated by Augusta for such purpose and shall not constitute a pledge of
the full fiith and credit of Augusta within the meaning of any constitutional debt limitations; and
'\'HEREAS, the taxing power of Augusta is not and may not be pledged in any way directly
or indirectly or contingently to secure any moneys due under this Agreement; and
'~HEREAS, RCPF and Augusta have duly authorized the execution and delivery of this
Agreement; and
'~HEREAS, the term of this Agreement expires June 30,2013, subject to Augusta's right
to termiI1tate this Agreement effective as of each December 31 during the term of this Agreement; and
'NHEREAS, at the request of Augusta, RCPF proposes to authorize the sale and delivery,
pursuan1t to the hereinafter described Trust Indenture, of Certificates of Participation (Augusta
Project), Series 1998 (the "Certificates") evidencing undivided and proportionate ownership interests
in this Agreement and the Installment Payments to be made by Augusta hereunder; and
'NBEREAS, RCPF has agreed to cause to be deposited into the hereinafter described Project
Fund moneys for the acquisition, construction and installation of the Project;
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NOW, THEREFORE, in consideration of the above premises and of the mutual covenants
hereinaftl~r contained and for other good and valuable consideration, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS AND EXHIBITS
Sl~tion 1.1. Definitions and Rules of Construction. Unless the cOl).text otherwise
requires, the capitalized terms used herein shall, for all purposes of this Agreement, have the meanings
specified herein or in the Trust Indenture. Unless the context otherwise indicates, words importing
the singu'lar number shall include the plural number and vice versa. The terms "hereby," "hereof:"
"hereto," "herein," "hereunder" and any similar terms, as used in this Agreement, refer to this
Agreeme;nt as a whole.
"Administrative Expense Payment" means the payment or payments of Administrative
Expenses to be made by Augusta, subject to adjustment from time to time, as provided in the Trust
Indenture.
"Administrative Expenses" means (i) the fees and expenses of the Trustee, if any, and the
reasonable fees and expenses of the attorneys therefor and (ii) all reasonable fees and expenses of
RCPF's a.ttorneys.
"Agreement" or "Installment Sale Agreement" means this Installment Sale Agreement.
"Authorized Augusta Representative" means initially Lany E. Sconyers as the representative
and CherrIes R Oliver as the alternate, and thereafter means that person at the time designated to act
on behalf of Augusta by written certificate furnished to the Trustee containing the specimen signature
of such person and signed on behalf of Augusta by its Mayor.
";Sasic Payments" means the principal payments designated as such in Exhibit A to this
Installnu:nt Sale Agreement.
"!Certmcate Payment Fund" means the fund ofthat name created under the Trust Indenture
and into which the Installment Payments due hereunder are deposited, which fund has an Interest
Account and a Principal Account, and within the Principal Account there shall be a Payment
Subaccount and a Redemption Subaccount.
"Closing Date" means the date of initial execution and delivery of the Certificates.
"Completion Certificate" means a certificate described in Section 4.8.
"Completion Date" means that date determined in accordance with Section 4.8.
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"Cost of Issuance Amount" means the amount set forth as such in Exhibit" A" attached hereto
and incorporated herein.
"I~vent of Non-Appropriation, " as described in Section 8.3 hereof, means a non-renewal of
this Agreement for an Installment Sale Year by Augusta, determined by (i) Augusta's failure to
appropriate, by December 1 of the immediately preceding Instalhnent Sale Year, the Minimum Annual
Appropriated Amount, or (ti) actual notice on or prior to December 31 of such immediately preceding
Installment Sale Year from Augusta to the Trustee that Augusta will not renew this Agreement for
the following Installment Sale Year.
"I~" means Richmond County Public Facilities, Inc. and its successors and assigns.
"Installment Payment or Installment Payments" means the Basic Payment and the
Suppleffil::ntal Payment, which are the principal component of and the interest component of the
Installment Payments are described in Exhibit " A" hereto,
"Jnstallment Sale Amount" means the amount set forth as such in Exhibit "A" attached hereto
and incorporated herein, less an amount equal to the principal amount of Certificates retired as a
result of (i) Basic Payments made by Augusta and deposited into the Principal Account of the
Certificate Payment Fund, (ii) Liquidation Proceeds attributable to this Agreement deposited into the
Principal Account of the Certificate Payment Fund, (iii) transfers from the Project Fund into the
Principal Account of the Certificate Payment Fund, (iv) prepayments of Basic Payments paid by
Augusta which are deposited into the Principal Account of the Certificate Payment Fund, and (v) the
Termination Payment, if any, deposited into the Principal Account of the Certificate Payment Fund.
",lnstallment Sale Year" means a calendar year or portion thereof within the Term of this
Agreem(:nt.
"Interest Payment Date" means each June 30 and December 31, commencing December 31,
1998.
"Liquidation Proceeds" means net proceeds after deduction of collection expenses received
by the Trustee in connection with enforcing any of the remedies hereunder after the occurrence of
an Event of Non-Appropriation or Event of Default which has not been waived or cured.
"Minimum Annual Appropriated Amount" for any Installment Sale Year means: the sum of
(i) AdmiJr1istrative Expenses; (ii) the Basic Payments coming due in such Installment Sale Year as set
forth in this Agreement; (iii) the Supplemental Payments coming due in such Installment Sale Year
as set fOlth in this Agreement; (iv) the Termination Payment; and (v) any amounts owing or expected
to come due during the Installment Sale Year pursuant to Section 5 .1 (c).
"Pre-Sale Cost Amount" means the amount so designated on Exhibit "A" attached hereto and
representing the portion of the Installment Sale Amount allocated to pay the cost of the acquisition
by RCPF from Augusta of the Project and any improvements thereon at the Closing Date, and to be
disbursed to Augusta on the Closing Date.
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"Jtroject" means the Project, land, buildings and facilities described in Exhibit B.
"lteverter Deed II means the limited warranty deed in the form attached hereto as Exhibit "c"
to be delivered pursuant to Section 3.1 hereof
"Security Deedll means the Deed to Secure Debt and Security Agreement of even date
herewith from RCPF to the Trustee.
IIS~lkr." means, prior to the Closing Date, RCPF and its successors and assigns and,
subsequent to the Closing Date, the Trustee, acting for and on behalf of the Trust.
";S1at~" means the State of Georgia.
"$upplemental Payments" means the interest payments designated as such in Exhibit IIA" to
this Inst2JIment Sale Agreement.
".~" shall have the meaning specified in Section 4.3 hereof
"Termination Payment" means that payment required to be made by Augusta pursuant to
Section 4.4(a)(3) of this Agreement upon an Event of Default or an Event of Non-Appropriation, in
such amount as set forth in Exhibit "A" to this Agreement.
"I.rn..s1" shall have the meaning specified in the Trust Indenture.
"Trust Indenture" means the Trust Indenture of even date herewith to be executed by RCPF
and the Trustee pursuant to which the Certificates will be executed and delivered, as amended or
supplemented.
"Trustee" means the Trustee at the time serving as such under the Trust Indenture, whether
the original or a successor Trustee. Regions Bank: is the original Trustee under the Trust Indenture.
Section 1.2.
of, this Agreement:
Exhibits. The following Exlu1>its are attached to, and by reference made a part
Exhibit A:
Basic Terms (Installment Sale Amount; Deposit to Project Fund; Cost of
Issuance Amount; Pre-Sale Cost Amount; Minimum Annual Appropriated
Amount; Termination Payment; Basic Payments; Supplemental Payments)
Description of Project
Form of Limited Warranty Deed
Exhibit B:
Exhibit C:
[END OF ARTICLE I]
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ARTICLEll
REPRESENTATIONS, COVENANTS AND WARRANTIES
S,ection 2.1. Representations. Covenants and Warranties of Augusta. Augusta
represents, covenants and warrants to the Seller as follows:
(u) Due Organization and Existence. Augusta is a county-wide government which is a
body politic and corporate and a political subdivision of the State, duly organized an~ existing under
the Conslitution and laws of the State and will do or cause to be done all things necessary to preserve
and keep in full force and effect its existence as such.
(I>) No Violations. Neither the execution and delivery of this Agreement or each of the
other doc:uments entered into by Augusta in connection herewith, nor the fulfillment of or compliance
with the terms and conditions hereof or thereof, nor the consummation of the transactions
contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or
provisioDtS of any restriction or any agreement or instrument to which Augusta is now a party or by
which Augusta is bound, or constitutes a default under any of the foregoing, or results in the creation
or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of
Augusta, or upon the Project. Augusta will not encumber any interest of Augusta in, to or under this
Agreement or the Project, except as provided herein. Augusta is not in default under any indenture,
loan agH:ement, mortgage, deed of trust or similar document relating to the borrowing of moneys or
any other material contract, lease, or commitment to which it is a party or by which it is bound.
( c) Execution and Delivery. Augusta has duly authorized and executed this Agreement
in accordance with the Constitution and laws of the State and a resolution ofthe Augusta-Richmond
County Commission adopted on June 16, 1998. All payments due hereunder, including the payments
for Administrative Expenses, during each Installment Sale Year are, subject to Augusta's right to
terminatl~ herein, will be, within the budget for the current Installment Sale Year, and an appropriation
is available for Augusta's obligations under this Agreement to the extent of the Minimum Annual
Appropriated Amount.
(d) No Litigation. There are no actions, suits, proceedings, inquiries or investigations,
at law or in equity, before or by any court, public board or body pending or threatened against or
affecting Augusta, which singly or in the aggregate, if adversely determined, would adversely affect
the validity or enforceability of this Agreement or any other agreement or instrument to which the
Seller is a party or would adversely affect the financial condition of Augusta or its ability to satisfy
its obligations hereunder or thereunder in a timely manner.
0( e) Compliance with Laws and Regulations. The execution and delivery by Augusta of
this Agreement, all of the other related agreements and the performance of Augusta's obligations
hereunder and thereunder are not in contravention of any laws, orders, regulations or ordinances.
Augusta is in compliance with all laws, orders, regulations and ordinances of all federal, foreign, state
and au:thorities, the failure to comply with which would have a material adverse effect on the
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enforceability of this Agreement or any other related agreement or the financial condition of Augusta
or its ability to satisty its obligation hereunder or thereunder in a timely manner.
(f) Tax Covenants. This Agreement is being entered into by Augusta in compliance with
the condi1ions nec.essary for the Supplemental Payments payable by Augusta to be excluded from the
gross inc;()me of the holders of the Certificates for federal income tax purposes pursuant to the
provisiom of Section 103(a) of the Code relating to obligations of the State or political subdivisions
thereof It is the intention of Augusta that the Supplemental Payments be and remair! excluded from
gross income for federal income tax purposes, and, to that end, Augusta hereby covenants as follows:
(i) That it will not take any action, or fail to take any action, if any such action
or failure to take action would adversely affect the exclusion of the Supplemental Payments
fi'om gross income for federal income tax purposes under Section 103 of the Code.
(ii) That it will not directly or indirectly take or omit to take any action in a way
that would cause this Installment Sale Agreement to be a "private activity bond," within the
meaning of Section 141 of the Code. Augusta will not enter into any management contract
or lease or similar arrangement with respect to the Project unless it obtains an opinion of
f1xognized bond counsel that such management contract or lease or similar arrangement will
not impair the exclusion from gross income for federal income tax: purposes of the
S:upplemental Payments. Augusta will not allow ten percent (10%) or more of any amounts
d.erived from the sale of the Certificates to be used, directly or indirectly, in the trade or
business of any private business and will not lend such amounts to any nongovernmental
persons.
(iii) That it will not directly or indirectly use or permit the use of any amounts in the
Project Fund, Certificate Payment Fund or any other funds of Augusta or take or omit to
take any action that would cause any Certificate or this Agreement to be an "arbitrage bond"
within the meaning of Section 148 of the Code. To that end, Augusta will comply with all
requirements of Section 148 of the Code, including without limitation Section 148(f) thereot:
to the extent applicable to this Agreement.
(iv) Augusta hereby certifies that the aggregate face amount of all tax-exempt
obligations (other than private activity bonds as defined in Section 141 of the Code) issued
hy Augusta and any entities with whom aggregation is required pursuant to Section
J48(f)(4)(D)(J.i) of the Code during the calendar year in which this Agreement is entered into
is not reasonably expected to exceed $5,000,000, and Augusta covenants that ninety-five
percent or more of the initial Installment Sale Amount is to be used for the local governmental
activities of Augusta in compliance with Section 148(f)(4)(D)(iv)(III) of the Code.
(v) This Agreement is not and shall not be "federally guaranteed" as defined in
Section 149(b) of the Code.
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(vi) Augusta does hereby designate, the Certificates and this Agreement as a
"qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code.
Augusta hereby represents, covenants and warrants to the Seller that the aggregate face
amount of all tax-exempt obligations (other than private activity bonds as defined in Section
141 of the Code) issued by Augusta and any entities with whom aggregation is required
pursuant to Section 265(b)(3)(E) of the Code during the calendar year in which this
Agreement is entered into is not reasonably expected to exceed $10,000,000.
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(g) Due Authorization. Augusta has duly authorized and approved the sale of the
Certificat.es and all of the terms and conditions of the Trust Indenture.
(11) Reporting Requirements. Augusta will cause the following documents or information
to be deli.vered to the Trustee:
(i) immediately upon notification thereot: the occurrence of any Event of Default
specified in Section 8.1 hereof;
(ii) within five days of its adoption of its annual budget, a certificate of Augusta
certifying that the Minimum Annual Appropriated Amount has been appropriated for the
rl~levant calendar year.
(i) No PecuniaIY Interest. No employee of Augusta has any direct or indirect pecuniary
interest in, or will receive or has agreed to receive any compensation with respect to any contract,
lease, purchase, sale, or employment made or to be made in connection with the proposed transaction
contemplated by the performance of this Agreement.
(j) Bidding Requirements. All requirements have been met and procedures have occurred
in order to ensure the enforceability of this Agreement, and Augusta has complied or will comply with
such public bidding requirements as may be applicable to this Agreement and the acquisition by
Augusta (in its capacity as agent for the Seller) of the Project.
(k) Government Use. During the term hereof, the Project will be used by Augusta only
for the purpose of perfonning one or more governmental functions of Augusta or such other public
bodies consistent with the pennissible scope of Augusta's or such other public bodies' authority.
(I) 11.s.e.. The Project, when acquired, constructed and installed, will be used for the
proper, efficient and economic operation of Augusta.
(m) Useful Life. The useful life of the Project will extend at least to the final maturity date
of the Certificates.
i(n) Non-Appropriation. Augusta has not terminated prematurely or failed to make an
appropriation required to keep in effect any lease or installment sale financing of Augusta.
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(0) Public Hearing. A public hearing was held on June 15, 1998, in compliance with
O.C.G.A ~ 36-60-13(g).
S.~dion 2.2. R~resentations.. Covenants and Warranties ofRCPF. RCPF represents,
covenanUI and warrants to Augusta as follows:
(8) Due Organi7.ation and Existence. Enforceability. RCPF is a Georgia non-profit
corporation, duly organized, existing and in good standing under and by virtue of.the laws of the
State; has the power to enter into this Agreement; is possessed of full power to own and hold real and
personal property, and to lease and sell the same; and has duly authorized the execution and delivery
of the Agreement.
(b) No Encumbrances. RCPF will not pledge the Installment Payments or other amounts
derived from its other rights under this Agreement or its interest (if any) in any of the Funds and
Accounts. except as provided under the tenns of this Agreement and the Trust Indenture.
(c:) No Violations. Neither the execution and delivery of this Agreement, nor the
fulfillment of or compliance with the tenns and conditions hereof, nor the consummation of the
transactions contemplated hereby, conflicts with or results in a breach of the tenns, conditions or
provisiOn) of the articles of incorporation or bylaws ofRCPF or any restriction or any agreement or
instrument to which RCPF is now a party or by which RCPF is bound, or constitutes a default under
any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance
whatsoever upon any of the property or assets ofRCPF or upon the Project.
(d) No Litigation. There is no action, suit, proceeding, inquiry or investigation, at law
or in equity, before or by any court, public board or body pending or threatened against or affecting
RCPF wherein an unfavorable decision, ruling or finding would adversely affect the transactions
contemp:!ated hereunder or would adversely affect the validity or enforceability of this Agreement.
(,~) Application of Proceeds. RCPF will establish the Trust, and will cause the Certificates
to be executed and delivered pursuant to the provisions of the Trust Indenture and will apply a
portion of the proceeds derived from the sale of the Certificates as follows and as provided in the
Trust Indenture:
(i) the Seller will cause the deposit to the Project Fund to be made in the amount
set forth in Exhibit "A";
(Ii) the Seller will cause the Cost ofIssuance Amount to be applied to costs incurred
in connection with the establishment of the Trust and the issuance and sale of the Certificates
and the unused balance, if any, to be deposited into the Project Fund;
(iv) the Seller will cause the accrued interest on the Certificates to be deposited
va the Interest Account of the Certificate Payment Fund.
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(v) the Seller will cause the Pre-Sale Cost Amount to be paid to Augusta.
((I Application of Payments. The Seller will cause the payments by Augusta hereunder
to be applied as provided herein and in the Trust Indenture.
[END OF ARTICLEll]
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ARTICLE ill
SALE OF THE PROJECT
Section 3.1. Sale of the PrQject. In consideration of the representations and undertakings
of AuguSlta in this Agreement, the Seller hereby agrees to sell, and Augusta hereby agrees to purchase
from the Seller, in accordance with the provisions of this Agreement, all the Seller's right, title and
interest :in and to the Project, and each and every component thereof in fee simple; provided,
however, that should there occur an Event of Non-Appropriation or Event of Default ~ereunder, then
the Selkr may serve a notice in writing to Augusta that the title to the portion of the Project
constituting real property, in the condition and as conveyed by the Reverter Deed, and as the Project
has been improved, shall immediately and without the necessity of any further action on the part of
the Seller or Augusta revert to and vest in the Seller, and that Seller will not convey any portion of
the Proj4~ct consisting of personal property to Augusta and Augusta shall lose and forfeit all of its
rights, title and interest in and to the whole of the Project and to the improvements and fixtures
thereon. Promptly following its acquisition of the Project, to evidence such purchase and sale of the
portions ,of the Project consisting of real property, the Seller shall execute and deliver to Augusta the
Reverter Deed. By virtue of the conveyance in the Reverter Deed, Augusta shall not be entitled to
create OJ suffer any encumbrance, pledge, conveyance, transfer or assignment of all or any of its
interest :m the Project without the written consent and action of the Seller. In confirmation of the
reverter, created by the Reverter Deed, upon the delivery of the aforementioned notice following an
Event of Default or an Event of Non-Appropriation, Augusta will deliver to the Seller and record a
quitclaim deed to the Project, and the Seller is hereby irrevocably appointed as Augusta's agent and
attorney-in-fact for the purpose of executing, sealing, delivery and recording such quitclaim deed.
Upon payment in full of the Installment Payments, together with all other amounts due and to be paid
by Augulsta hereunder, the Seller shall deliver to Augusta a quitclaim deed to the Project and each
and every component thereof: for recordation, which shall serve to cancel the reverter created hereby,
and a bill of sale to all personal property included in the Project. Title to each component of the
Project hereafter acquired, installed or constructed pursuant to Section 4.2 shall initially vest in the
Seller, cmd by virtue of this Agreement, title to each and every component of the Project which
constitutes real property will immediately thereafter vest in Augusta without the necessity of further
action on the part of the Seller or Augusta or any other person, subject only to the reverter set forth
above and title to each and every component ofthe Project which constitutes personal property shall
remain in the Seller until the Installment Payments have been paid in full. Title to any property which
is initially personal property but which is transformed into real property by virtue of its incorporation
into the real property component of the Project shall automatically transfer to Augusta at the time
such property becomes part of the real property component of the Project. At any time, upon the
request of Augusta, the Trustee and RCPF will take such action and execute such appropriate
documents as may be necessary to evidence or confirm the status of title to the various components
of the Project. Augusta agrees that it will pay all expenses and taxes, if any, applicable to or arising
from any transfer of title as herein provided.
Notwithstanding anything herein to the contrary, Augusta and the Seller acknowledge and
agree that (1) the rights of Augusta under the Reverter Deed are subject and subordinate to the
Security Deed, (2) that Augusta's rights in the Project are subject to termination in the event the
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Project is sold pursuant to the exercise of remedies under the Security Deed, and (3) that the Security
Deed is B~ non-recourse obligation of RCPF evidencing for the real estate records the rights of the
Trustee and Certificate-holders in the Project conveyed by the Trust Indenture. RCPF hereby assigns
its equity of redemption in the Project under the Security Deed to Augusta.
Section 3.2. Warranties. The Seller makes no warranty, either express or implied, as to
title to the project, the condition of the Project or that it will be suitable for Augusta's purposes or
needs.
[END OF ARTICLE llI]
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ARTICLE IV
DEPOSIT OF CERTIFICATE PROCEEDS;
AGREEMENT TO ACQUlRE, CONSTRUCT AND EQUIP THE PROJECT;
TERMINATION OF INSTALLMENT SALE AGREEMENT;
n.~STALLMENT PAYMENTS; TITLE TO THE PROJECT; APPROPRIATION
Sl~tion 4.1. Deposit of Certificate Proceeds. The Seller will cause to be deposited by the
Trustee on the date of issuance and delivery of the Certificates the amounts for application in
accordance with the provisions of this Agreement and Section 3.03 of the Trust Indenture.
S,ection 4.2. Acquisition and Construction of Project.
(a) ACQJJisition Contracts. Augusta will arrange for, supervise and provide for, or cause
to be sujpervised and provided for, the design, acquisition, construction and installation of the
Project. Augusta may enter into one or more construction contracts or purchase orders providing
for the acquisition, construction and installation of the Project (each, an "Acquisition Contract"), and
will require each contractor who shall be awarded a contract for the acquisition, construction and
installation of the Project or any part thereof to provide any performance or labor and materials
payment bonds as may be required by law. Augusta will comply with all laws and ordinances
applicable to Augusta in its acquisition and construction of property. Augusta represents the
estimated, costs of the Project are within the funds estimated to be available therefor, and the Seller
makes no warranty or representation with respect thereto. Prior to a disbursement from the Project
Fund, there shall be filed with the Trustee a requisition containing the information specified in sub-
paragraph ( c) below. Promptly after entering into an Acquisition Contract, Augusta shall file such
Acquisition Contract with the Trustee. Neither RCPF nor the Trustee shall be liable under any of the
Acquisition Contracts, and Augusta shall act as a contractor and not as an agent.
Augusta shall obtain all necessary permits and approvals, if any, for the acquisition,
construction and installation of the Project, and the operation and maintenance thereof: which may
hereafter become applicable to the Project,
Augusta hereby covenants, to the extent permitted by applicable law, to use other legally
available funds and to seek additional legally available funds to the extent necessary to complete the
acquisition, construction and installation of the Project, or to make certain design changes in the
Project (:>0 long as such changes do not cause the Project to be used for purposes other than lawful
governmental purposes of Augusta) to the extent necessary to complete the Project with moneys then
available:: for such purposes in the Project Fund.
(b) Authorized PrQject Fund Disbursements. Disbursements from the Project Fund may
be made for the purpose of paying (said term to include the reimbursement of Augusta for advances
from its other funds to accomplish the purposes hereinafter described) the cost of issuance of the
Certificates, the cost of designing, acquiring, constructing and installing the Project, and shall
include:
(i) the cost of indemnity and fidelity bonds to insure the faithful completion of any
<:ontract pertaining to the Project;
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(ii) fees and expenses of architects and engineers for the preparation of plans and
supervising the acquisition, construction and installation of the Project;
(ill) all payments, including those for labor, contractors, builders and materialmen,
incurred under the tenns of a contract for the construction and installation of the Project, and
the repayment of advances made by Augusta for the purpose of paying any of the
aforementioned costs;
(iv) all costs of engineering and architectural services, includmg the costs of
Augusta incurred in connection with test borings and environmental assessments, if any,
surveys, estimates, plans and specifications and preliminary investigations therefor, and for
supervising construction, as well as for the performance of all other duties required by or
consequent to the proper construction of the Project; and
(v) the costs of issuance of the Certificates described in Section 3.03(d) of the
Trust Indenture.
(I;) Requisition Procedure. No disbursement from the Project Fund shall be made unless
and until the Trustee is provided with evidence of Augusta's official action to appropriate the
Minimum Annual Appropriated Amount for the Installment Sale Year in which Augusta requests such
disbursement. Prior to any disbursement from the Project Fund there shall be filed with the Trustee:
(i) A requisition for such payment stating each amount to be paid and the name
cf the person, firm or corporation to whom payment thereof is due;
(ii) A certificate of an Authorized Augusta Representative, stating that insofar as
such obligation was incurred for work, material, supplies or equipment in connection with the
Project, such work was actually performed, or such material, supplies or equipment were
a,ctually installed in or about the construction or delivered at the site of the work for that
purpose; and
(iii) A certificate of an Authorized Augusta Representative stating:
(A) that an obligation in the stated amount has been incurred by Augusta,
and that the same is a proper charge against the Project Fund and has not been paid,
and stating that the bill, invoice or statement of account for such obligation, or a copy
thereof, is on file with Augusta;
(B) that the Authorized Augusta Representative has no notice of any
vendors, mechanic's or other liens or rights to liens, chattel mortgages, conditional
sales contracts or security interests which should be satisfied or discharged before
such payment is made; and
(C) that such requisition contains no item representing payment on
account, or any retained percentages which Augusta is, at the date of such certificate,
entitled to retain;
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Sl~tion 4.3. Term of Agreement. The Term of this Agreement shall commence on the
date hereof and shall end not later than on June 30, 2013, subject to Augusta's right to terminate this
Agreement upon the end of each calendar year due to an Event of Non-Appropriation prior to the
year 2013. This Agreement may be terminated only in accordance with the following paragraph.
The Term of this Agreement will terminate upon the earliest of anyone of the following
events:
(~l) Purchase Option. Upon the exercise by Augusta of its option to prepay the Basic
Paymenul as provided in Section 4.5(c) and terminate this Agreement pursuant to Section 4.7.
(ll) Maturity of Certificates. Payment in full of the Certificates on June 30, 2013.
(<:) Augusta's Election to Terminate Agreement Upon Non-Appropriation. The
occurrence of an Event of Non-Appropriation.
The parties intend that this Section 4.3 operate in conformity with, and not in contravention
of, Official Code of Georgia Annotated Section 36-60-13. In the event that any provision of this
Section 4.3 is determined to conflict with Official Code of Georgia Annotated, Section 36-60-13, this
Section 4.3 shall be interpreted and implemented in a manner consistent with said statute.
In the event of the occurrence of an Event of Default under Section 8.1 (i) or (ill) hereof or
a termination under this Section 4.3, Augusta agrees to peaceably surrender possession of the Project
to the Trustee or its assignee or transferee on the date of such default or termination in good
condition and repair, normal wear and tear excepted.
Section 4.4. Payments.
(::1) Obligation to Pay. Certain payments due hereunder shall be made as follows:
(1) Excess in Project Fund. On the date moneys are to be transferred from
file Project Fund to the Payment Subaccount of the Principal Account of the
Certificate Payment Fund pursuant to Section 3.04(d) of the Trust Indenture, Augusta
shall be deemed to have made a prepayment of Basic Payments equal to the amount
so transferred.
(2) Basic Payments. Augusta shall provide for the Basic Payments specified in
I~xhibit "A" hereto by the twentieth day of the calendar month preceding each June 30 and
December 31 on which such payment is due, during the term of this Agreement. Augusta
shall make such provision by paying, on the twentieth day of each calendar month one-sixth
of the Basic Payment coming due on the following June 30 or December 31, as the case may
be; provided, however, any amounts held on deposit in the Payment Subaccount of the
J>>rincipal Account of the Certificate Payment Fund after each June 30 or December 31 shall
be a credit to obligations under this Section 4.4(a)(2).
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(3) Termination PC\YDlent. Upon the occurrence of an Event of Default or an
Event of Non-Appropriation, Augusta shall pay the Termination Payment. If Augusta has not
appropriated the Minimum Annual Appropriated Amount for the next calendar year, on
December 31 of each year, Augusta shall pay the Termination Payment, provided, however,
if Augusta appropriates the Minimum Annual Appropriated Amount pursuant to Section 4.6
of this Agreement on or prior to the February 15 next succeeding any such December 31, the
obligation to make the Termination Payment pursuant to this Section 4.4(a)(3) shall be null
and void and the Termination Payment, ifreceived, shall be returned to Augusta.
(4) Supplemental PC\YDlents. By the twentieth day of the calendar month
preceding June 30 or December 31 on which such payment is due, Augusta shall provide for
the Supplemental Payments specified in Exhibit "A" hereto; Augusta shall make such
provision by paying, on the twentieth day of each calendar month one-sixth of the
Supplemental Payment coming due on the next following June 30 or December 31, as the
case may be; provided, however, any amounts held on deposit in the Interest Account of the
Certificate Payment Fund after each June 30 or December 31 shall be a credit to obligations
under this Section 4.4(a)(4).
(5) Other Project Fund Transfers. On the date moneys are to be transferred from
tile Project Fund to the Redemption Subaccount of the Principal Account of the Certificate
Payment Fund pursuant to Section 3.04(e) of the Trust Indenture, Augusta shall be deemed
to have made a prepayment of Basic Payments equal to the amount so transferred.
(6) Administrative Expense PC\Yffient. Augusta shall pay when due the
Administrative Expenses.
(7) No Offset. Notwithstanding any dispute between the Seller and Augusta,
including without limitation a dispute as to the failure of the Project or any portion thereof
to perform the task for which it is designed, Augusta shall make all Installment Payments
when due and shall not withhold any Installment Payments pending the final resolution of such
dispute.
(8) Payment from Appropriated Amounts. Amounts payable hereunder are to be
derived solely from lawfully available funds that have been appropriated or budgeted.
Nothing in this Agreement shall require Augusta to levy a tax to make payments hereunder.
(b) Absolute and Unconditional Obligation. The obligations of Augusta to make the
paymen1s required in Section 4.4(a) or otherwise due hereunder and to perform and observe the other
agreemmts on its part contained herein shall be absolute and unconditional and shall not be affected
by any Citbatement, reduction, set-off, diminution, defense, counterclaim or recoupment whatsoever
or any ri.ght to any thereof(including without limitation abatements, reductions, set-offs, diminutions,
defe~:, counterclaims and recoupments for or on account of any claims which Augusta may have
against the Seller, any contractor, supplier or materialman for the acquisition, construction and
installation of any part of the Project, any supplier of vendor or Augusta, any manufacturer of any
personalty installed in or as a part of the Project, any assignee of the Seller, or any other person for
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any reason whatsoever, any insolvency, bankruptcy, reorganization or similar proceedings by or
against AJugusta, or any other circumstance, happening or event whatsoever, whether or not similar
to any of the foregoing); nor except as otherwise expressly provided herein, shall this Agreement
tenninate, Until expiration or termination of the Tenn, Augusta (i) will not suspend or discontinue
any payments provided for in Section 4.4(a) hereof: (Ii) will perform and observe all of its other
agreements contained in this Agreement, and (lit) will not terminate the Term for any cause, including,
without ltimiting the generality of the foregoing, failure of Augusta to acquire and construct any
portion of the Project, failure of Augusta's title iDaud to the Project or any part thereof: any acts or
circumstlmces that may constitute failure of consideration, any defects in any component of the
Project, any obsolescence of any component of the Project for any reason whatsoever, eviction or
constructive eviction, destruction of or damage to the Project, commercial fiustration of purpose, any
change iUl the tax or other laws of the United States of America or of the State of Georgia or any
political subdivision of either or any failure of the Seller to perform and observe any agreement,
whether express or implied, or any duty, liability or obligation arising out of or connected with this
Agreement. Nothing contained in this Section shall be construed to release the Seller from the
performance of any of the agreements on its part herein contained; and if the Seller should fail to
perform any such agreement, Augusta may institute such action against the Seller as Augusta may
deem necessary to compel performance or recover its damages for nonperformance as long as such
action shall not do violence to the agreements on the part of Augusta to make the payments specified
in Sections 4.4(a) or 5.4 hereof or otherwise due hereunder. Augusta may, however, at its own cost
and expense and in its own name or in the name of the Seller, prosecute or defend any action or
proceeding or take any other action involving third persons which Augusta deems reasonably
necessary in order to insure the acquisition, construction and installation of the Project or to secure
or protect its right of possession, occupancy and use hereunder, and in such event the Seller hereby
agrees to cooperate fully with Augusta and to take all lawful action which is required to effect the
substituti.on of Augusta for the Seller in any such action or proceeding if Augusta shall so request.
This Agreement is a "triple net" agreement requiring Augusta to pay all expenses, taxes, fees,
insurance: premiums, rebate payments and costs associated with the Project and this Agreement as
herein provided, without the right of Augusta to offset such against the obligations of others.
(I:;) Sale and Transfer. Augusta understands and agrees that pursuant to the Trust
Indenture, RCPF has sold and transferred this Agreement and all of its rights, title and interest
hereunder and in the Project and Funds and Accounts to the Trustee in trust for the benefit of the
owners from time to time of the Certificates, and Augusta assents to such transfer.
(d) Current Obligation Only. The provisions of this Section 4.4(d) shall apply
notwithstanding any provisions to the contrary in this Agreement. The Installment Payments and all
other payments due hereunder constitute current expenses of Augusta, and Augusta's obligations
hereundl:r are from year to year only and do not constitute a mandatory payment obligation of
Augusta in any ensuing Installment Sale Year beyond the current Installment Sale Year in
contravention of Official Code of Georgia Annotated Section 36-60-13, as amended. No provision
hereof shall be construed or interpreted as creating a general obligation or other indebtedness of
Augusta or the State within the meaning of any constitutional or statutory debt limitation. Neither
the execution, delivery, and performance of this Agreement nor the issuance of the Certificates
directly or indirectly obligates Augusta to make any payments hereunder beyond those appropriated
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for Augwrta's then current Installment Sale Year. No judgment may be entered against Augusta or
the State of Georgia for failure to pay any amounts due hereunder, except to the extent that Augusta
has ther(;:tofore incurred liability to pay any such amounts through its actual use of the Project or
through its lawful appropriations of such amounts.
(e) Provision for P~yment. To the extent pennitted by law, Augusta reserves the right
to provide for prepayment of Basic Payments by making with the Trustee the deposit referred to in
Section S. 02 of the Trust Indenture.
Section 4.5. Title to the Project: Purchase Options.
(a) Augusta Holds Title During Term. During the Term of this Agreement, Augusta shall
hold titll~ to that portion of the Project constituting real property and any and all additions which
comprise repairs, replacements or modifications, subject only to the Security Deed and to the Sellers
reverter in and to all rights, title and interest of Augusta in and to the Project and in all additions,
attachments, accessions, accessories, replacements, improvements and substitutions thereto, now or
hereafter acquired together with the proceeds thereo( as contemplated by the Reverter Deed. Should
any portion of the Project constitute personal property, then title to such personal property shall
remain in the Seller until such time as the Installment Payments have been paid in full.
(b) Title May Revert to Seller Upon Event of Default or Event of Non-Appropriation.
Upon the occurrence of an Event of Default or an Event of Non-Appropriation and delivery of notice
in accordance with the Reverter Deed, all right, title and interest of Augusta in and to the Project shall
vest in the Trust for the benefit of the holders ofthe Certificates.
(c) Accelerated Purchase Options. Under the circumstances set forth in Section 5.3 (an
"Extraordinary Purchase Option"), and otherwise (a "Voluntary Purchase Option"), upon thirty days'
prior written notice from Augusta to the Trustee, and provided that there is then existing no Event
of Default or event which with notice or lapse of time, or both, could become an Event of Default,
Augusta will have the right to prepay, in whole or in part, Basic Payments on any Interest Payment
Date by paying to the Trustee, five days prior to such date, the then applicable Basic Payments due
as a result of such prepayment, and if Augusta has elected to terminate this Agreement in accordance
with Section 4.7, the Administrative Expense Payment and Supplemental Payments equal to all
Admini!;trative Expenses and interest to accrue with respect to the Certificates until redemption
thereof Upon satisfaction by Augusta of such purchase condition and redemption of the Certificates
as provided in the Trust Indenture, the obligations of Augusta hereunder shall cease, terminate and
be void,
iiection 4.6. Covenant as to Appropriation. In the event this Agreement is not otherwise
terminated, Augusta covenants and agrees that it will cause the appropriate officer of Augusta (i) to
request 1hat the governing body appropriate, or determine not to appropriate, the Minimum Annual
AppropJiated Amount no later than December 1 of each calendar year, and (ii) to take such further
action (or cause the same to be taken) as may be necessary or desirable to assure the availability of
moneys appropriated to make all payments due hereunder during the Installment Sale Year, including
all such. actions for such purpose as may be required under Official Code of Georgia Annotated,
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Section 36-60-13. Augusta further covenants to notify the Trustee in writing prior to the end of the
then cum:nt Installment Sale Year and promptly after the adoption of any preliminary or final budget
if there is, any reason to believe that Augusta will not appropriate and have available the Minimum
Annual Appropriated Amount for the next succeeding Installment Sale Year. To the extent permitted
by law, Augusta hereby agrees that if it intends to terminate this Agreement pursuant to Section
4.3 (c), its governing body shall adopt a resolution specifically making a determination not to
appropriate the Minimum Annual Appropriated Amount; provided, however, failure to adopt such
resolution shall not be deemed to mean that this Agreement has not been terminat~ if an Event of
Non-Appropriation has occurred.
Section 4.7. P~ents for Project: Termination of Agreement. Upon the exercise by
Augusta of the prepayment option pursuant to Section 4.5(c) with respect to all of the Project then
subject to, this Agreement, the satisfaction ofall conditions set forth in Section 4.5(c) and the payment
of all other amounts due hereunder, Augusta shall be deemed to have terminated this Agreement.
Section 4.8. Establishment of Completion Date. The Completion Date shall be evidenced
to the Tmstee by a Completion Certificate signed by an Authorized Augusta Representative stating
that, ex~:pt for amounts retained by the Trustee at Augusta's direction to pay any cost of the Project
not then due and payable, (i) acquisition, construction and installation of the Project has been
completed and all costs of labor, services, materials and supplies used in such construction have been
paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and
sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and
installation of such equipment have been paid, and (Iii) all other facilities necessary in connection with
the Projl~ct have been acquired, constructed and installed and all costs and expenses incurred in
connection therewith have been paid. Notwithstanding the foregoing, such certificate shall state that
it is given without prejudice to any rights against third parties which exist at the date of such
certificate or which may subsequently come into being, Forthwith upon completion of the acquisition,
construction and installation of the Project, Augusta agrees to cause such certificate to be furnished
to the TlUstee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum
equal to the amounts necessary for payment of the costs of the Project not then due and payable
according to such certificate, If any such amounts so retained are not subsequently used, prior to any
transfer lof said amounts to the Payment Subaccount of the Principal Account of the Certificate
Payment Fund as provided below, the Trustee shall give notice to Augusta of the failure to apply said
funds for payment of the costs of the Project. Any amount not to be retained in the Project Fund for
payment of the costs of the Project, and all amounts so retained but not subsequently used, shall be
transfem~d by the Trustee into the Payment Subaccount of the Principal Account of the Certificate
Payment Fund, provided that the Trustee is first furnished with an opinion of Bond Counsel to the
effect that such transfer is lawful and will not adversely affect the exclusion from federal income
taxation of interest on the Certificates or this Agreement.
[END OF ARTICLE IV]
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ARTICLE V
MAINTENANCE; TAXES; INSURANCE;
AND OTHER MATTERS
S4~tion 5.1. Maintenance.. Taxes and Assessments.
(a.) Maintenance and Operation. During the term of this Agreement, Augusta shall, at its
own exp€mse, maintain, manage, and operate the Project and all the improvements, therein in good
order, condition and repair, ordinary wear and tear excepted. Further, Augusta shall provide or cause
to be prmlided all security service, custodial service, janitor service, grounds keeping service, power,
gas, telephone, light, heating and water, and all other public utility services. It is understood and
agreed that in consideration of the payment by Augusta of the Installment Payments herein provided
for, the Seller is only obligated to provide for the financing of the Project in the manner and to the
extent herein provided, and neither RCPF, the Trustee nor any holder of any Certificates shall have
any obligation to incur any expense of any kind or character in connection with the management,
operation or maintenance of the Project during the term ofthis Agreement. Augusta shall keep the
Project and any and all improvements thereto free and clear of all liens, charges and encumbrances.
(b) Alterations. Augusta will not make any alterations, additions or improvements to the
Project without the Seller's prior written consent; provided, however, that if such alterations,
additions or improvements shall not diminish the value or utility of the Project, or impair the condition
thereot: below the value, utility or condition thereof immediately prior to such alteration, addition or
improvement (assuming the Project was then of the value or utility and in the condition required to
be maintained by the terms of this Agreement), such written consent shall not be unreasonably denied.
Augusta may, at any time, remove and not replace such property, if no Default or Event of Default
has occUirred and is continuing and such property (i) is in addition to, and not in replacement of or
substitution for, any property originally incorporated or installed in or attached to the Project on the
date hen~of or any property in replacement ot: or substitution for, any such property, (ii) is not
required to be incorporated or installed in or attached or added to the Project pursuant to this Section
5.1, and (ill) can be removed from the Project without diminishing or impairing the value, utility or
condition which the Project would have had at such time had such alteration, addition or
improvement not occurred.
(e) Liens and Taxes. Augusta shall keep the Project free and clear of all levies, liens,
mortgages and encumbrances except those created under the Security Deed, this Agreement and the
Trust Indenture. Augusta shall pay, when due, all charges and taxes (local, state and federal) which
may now or hereafter be imposed upon the leasing, rental, sale, purchase, possession, ownership or
use of the;: Project, whether imposed upon or payable by the Trustee, the Trust or Augusta, excluding,
however" all taxes on or measured by the Seller's income. If Augusta fails to pay said charges and
taxes when due, the Trustee shall have the right, but shall not be obligated, to pay said charges and
taxes. If the Trustee pays any charge or tax for which Augusta is responsible or liable under this
Agreement, Augusta shall reimburse the Trustee therefor plus interest on any unreimbursed amounts
from the date of payment by the Trustee until the date of reimbursement.
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Section 5.2. Cooperation. The Trustee and Augusta shall cooperate fully with the other
at the exfense of Augusta in filing any proof ofloss with respect to any insurance policy maintained
pursuant to this Article.
Section 5.3. Insurance: Destruction or Dama~e to Project. Augusta will, at its expense,
maintain ;Ilt all times during the Tenn, fire and extended coverage and property damage insurance with
respect tiC) the Project in an amount equal to the full insurable value of the Project, with deductible
amounts not in excess of $5,000, covering such risks, and with such insurers as Augusta shall deem
appropriate. Ifin furtherance of its obligation under the preceding sentence Augusta procures an
insurance:: policy or participates in an "interlocal risk management program," as such term is defined
in Official Code of Georgia Annotated Section 36-85-1, or causes the Project to be covered under
an existing policy, each such insurance policy or pool will name Augusta as an insured and each of
the Trustee and RCPF or their respective assigns as an additional insured and loss payee, and will
contain a clause requiring the insurer to give the Trustee at least thirty days' prior written notice of
any altelration in the terms of such policy or the cancellation thereof The proceeds of any such
insurance policies will be payable to Augusta, the Trustee, RCPF or their respective assigns,
including, particularly, the Trustee, as their interests may appear.
In the event of any loss, theft, destruction, damage, vandalism, injury or accident involving
the Project or in the event that title to, or the temporary or permanent use of, the Project or any
portion thereof shall be taken under the exercise of the power of eminent domain by any
governmental body or by any person, firm or corporation acting under governmental authority, prior
to the payment of all the Installment Payments specified in this Agreement, Augusta will (i) promptly
provide lhe Trustee with written notice thereof and make available to the Trustee all information and
documentation relating thereto, (ii) promptly use the net insurance proceeds received in connection
with such casualty if any, together with other funds (including Augusta's own funds as described in
this Section) (A) to repair or restore the Project to its condition prior to such casualty; (B) to replace
the ProJect with a similar project; or (C) to exercise its purchase option with respect to the Project
under St:ction 4.5 and (iii) promptly upon satisfaction of the requirement set forth in clause (ii) above
certify to the Trustee in writing that any replacement facility is as valuable as the Project. Augusta
shall be obligated to pay the Trustee for deposit into the Project Fund an amount equal to the
differenc:e in the value of the Project immediately before the casualty occurred (assuming the Project
was then of the value or utility and in the condition and repair required to be maintained by the tenus
thereof)! and the value of the Project after such replacement and repair or to exercise its payment
option under the terms of Section 4.5 hereof In the event of any loss, damage, theft, vandalism or
destruction of the Project or any part thereof prior to the payment in full of the unpaid Installment
Payments specified in this Agreement, and the proceeds of any insurance maintained hereunder are
insufficif~nt to repair or replace the Project so damaged, Augusta shall (i) exercise its purchase option
under Section 4.5 hereof or (ii) fully repair the Project to its condition prior to such loss, theft,
damage:, vandalism or destruction or replace it, using its own funds, The Trustee shall not be
responsible for the sufficiency of any insurance herein required and shall be fully protected in
accepting payment on account of such insurance or any adjustment, compromise, or settlement of any
loss agreed to by the Trustee.
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Section 5.4. Administrative Ex.penses. Augusta acknowledges that, as provided in
Section 3;.07 of the Trust Indenture, the Administrative Expense Payments due hereunder or under
the Trust Indenture will be adjusted from time to time and together with certain other payments due
hereund€:f or under the Trust Indenture, will be billed to Augusta annually. Notwithstanding such
billing procedures, Augusta hereby acknowledges and agrees that such billing procedures are being
undertaken for the convenience of Augusta, and Augusta covenants and agrees to pay its
Administrative Expenses as the same become due and payable.
Section 5.5. Environmental R~presentatioDS and Covenants. Augusta hereby represents
that:
(a) To the best of its knowledge, after due inquiry, no litigation, investigation or
administrative or other proceeding of any kind before or by any Governmental Corporation
or private party relating to (i) any environmental, health or safety Requirement of Law, (ii)
any Remedial Action, (ill) any Liabilities and Costs arising from the Release or threatened
Release of Contaminant into the environment, or (iv) any other Liabilities and Costs arising
from or concerning environmental, health or safety issues or conditions is pending or
threatened against or involving the Project.
(b) Except as set forth in Exhibit D, Augusta is not subject to any judgment,
injunction, writ, order or agreement respecting (i) any environmental, health or safety
Requirement of Law, (ii), any Remedial Action, (ill) any Liabilities and Costs arising from the
Release or threatened Release of a Contaminant into the environment, or (iv) any other
Liabilities and Costs arising from or concerning environmental, health or safety issues or
conditions arising from a violation oflaw. In addition, Augusta is not now aware, after due
inquiry, of any grounds on which such a judgment, order or agreement might be based.
(c) Augusta has taken all steps necessary to detennine and has detennined that
no Contaminants have been disposed of on the Project in any material manner and that there
has been no Release of any Contaminant on, from, under or to the Project other than in
eompliance with applicable law.
(d) The operations or other activities of Augusta will not result in the disposal or
other Release of any Contaminant on or from the Project other than in all cases in compliance
with applicable law.
(e) Augusta has not received any notice or claim or information to the effect that
:it is or may be liable to any Person as a result of the Release or threatened Release of a
Contaminant into the environment in violation of applicable law.
(f) No Environmental Lien has been attached to any of the Project.
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(g) Except as may be disclosed in the environmental report for the Project
provided by Augusta to the Seller, the Project does not contain any asbestos or PCB
containing material in violation of applicable law.
The operations or other activities of Augusta shall not result in the disposal or other Release
of any Contaminant on or from the Project other than in compliance with all current and future
applicable environmental laws and Augusta shall not engage in any activities that will result in the
violation of any current or future environmental laws. Augusta shall obtain from time to time all
permits required under current or future environmental laws so that the operations of Augusta will
be in acol>rdance with such laws.
Augusta will make available for inspection from time to time all documents and information
in their possession and control regarding activities and conditions relating to the Project and other
assets which may result or may have resulted in noncompliance with, or liability under, any
Requirement of Law.
Augusta shall not store, locate, generate, produce, process, treat, transport, incorporate,
discharge:, emit, release, deposit or dispose of any Hazardous Substance in, upon, under, over or from
the Project other than in accordance with all applicable Environmental Regulations, shall not permit
any Hazardous Substance to be stored, located, generated, produced, processed, treated, transported,
incorpomted, discharged, emitted, released, deposited, disposed of or to escape therein, thereupon,
thereunder, thereover or therefrom other than in accordance with all applicable Environmental
Regulations, shall cause all Hazardous Substances found thereon to be properly removed therefrom
and properly disposed of in accordance with all applicable Environmental Regulations, shall not install
or permit to be installed any underground storage tank therein or thereunder other than in accordance
with all applicable Environmental Regulations, and shall comply with all Environmental Regulations
which are applicable to the Project. At any time, and from time to time, if the Seller so requests,
based upon its reasonable judgment that changed circumstances raise environmental questions or
concem~" the Project shall have any environmental review, audit, assessment and/or report relating
to the Pr.oject theretofore provided by Augusta to the Seller updated, at the sole cost and expense of
Augusta., by an engineer or scientist acceptable to the Seller, or shall have such a review, audit,
assessment and/or report prepared for the Seller, if none has previously been so provided. Augusta
shall indmnnify the Seller and shall hold the Seller harmless from, and shall reimburse the Seller for,
any and all claims, demands, judgments, penalties, liabilities, costs, damages and expenses, including
court co:ns and attorneys' fees directly or indirectly incurred by the Seller (prior to trial, at trial and
on appeal) in any action against or involving the Seller, resulting from any breach of the foregoing
covenants, or from the discovery of any hazardous Substance, in, upon, under or over, or emanating
from, the Project, whether or not Augusta is responsible therefor, it being the intent of Augusta that
the Seller shall have no liability or responsibility for damage or injury to human health, the
enviromnent or natural resources caused by, for abatement and/or cleanup ot: or otherwise with
respect to, Hazardous Substances by virtue of their interests in the Project created by this Agreement
or otherwise, or hereafter created, or as the result of the Seller exercising any of their rights or
remedie:. with respect thereto hereunder or under any other instrument, including but not limited to
becoming the owner thereof by foreclosure or conveyance in lieu of foreclosure. The foregoing
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representations, warranties and covenants of this Section shall be deemed continuing covenants,
representations and warranties for the benefit of the Seller and any successors and assigns thereot:
including but not limited to any transferee of the title of the Seller and any subsequent owner of the
Project, md shall survive the satisfaction of release of this Agreement, or under any other instrument,
and/or any acquisition of title to the Project or any part thereof by the Seller by deed in lieu of
foreclosure or otherwise. Any amount covered by the foregoing indemnification shall bear interest
from the date incurred at a rate of 1.0% above the highest rate of interest borne by any Certificate
during the 365 days prior to the date on which such indemnification obligation w~ incurred, or, if
less, the maximum rate permitted by law, and shall be payable on demand. The provisions of this
paragraph shall apply to the fullest extent permitted by the Constitution and laws of the State of
Georgia
Anything herein to the contrary notwithstanding, the liability of Augusta for a breach of any
of the covenants or indemnification provisions contained in this Section 5.5 shall be limited to the
value of the Project and the Seller shall not make a claim for recovery thereon against any property
or asset~: of Augusta other than the Project.
II Contaminant" shall mean any waste, pollutant or hazardous substance, as those terms are
defined ill the Comprehensive Environmental Response, Compensation and Liability Act, as amended,
42 U.S.C. ' 9601, ~ ~., regulations promulgated thereunder and any applicable state statutes, and
any toxic; substance, solid or hazardous waste as defined in RCRA and any applicable state statutes,
special waste, petroleum or petroleum-derived substance, radioactive material or waste,
polycWorinated biphenyls (PCBs), asbestos, or any constituent of any such substances or wastes.
"Environmental Lien" shall mean a lien in favor of any governmental entity for (i) any liability
under fi~deral or state environmental laws or regulations or (ii) damages arising, from, or costs
incurred by such governmental entity in response to, a Release or threatened Release of a
Contaminant into the environment.
"Environmental Regulation" means any federal, state or local law, statute, code, ordinance,
regulation, requirement or rule relating to dangerous, toxic or hazardous pollutants, contaminants,
chemical waste, materials or substances.
"Governmental Corporation" shall mean any nation or government, any federal, state, local
or other political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.
"Hazardous Substances" means dangerous, toxic or hazardous pollutants, contaminants,
chemi~Js, waste, materials or substances as defined in Environmental Regulations, and also any
ureafonnaldehyde, polycWorinated biphenyls, asbestos, asbestos containing materials, nuclear fuel
or wast(:, radioactive materials, explosives, carcinogens and petroleum products, or any other waste,
material, substance, pollutant or Contaminant which would subject the owner or mortgagee to any
damages, penalties or liabilities under any applicable Environmental Regulation.
"Indemnified Parties" shall mean RCPF and the Trustee. .
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"Liabilities and Costs" shall mean all liabilities, obligations, responsibilities, losses, damages,
costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of
investigaltion and feasibility studies), fines, penalties, monetary sanctions and interest.
"Release" shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, disposing, depositing or dispersing into the indoor or outdoor
environment or into or out of the Project, including, but not limited to, the movement of
Contaminants through or in the air, soil, surface water, groundwater or the :project and the
abandonment or discard or barrels, containers and other open or closed receptacles containing any
Contaminant.
I~Remedial Action" shall mean actions related to (i) cleaning up, removing, treating or in any
other way addressing Contaminants in the indoor or outdoor environment; (ii) preventing or
minimizing the Release or threat of Release of Contaminants so that Contaminants do not migrate or
endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; and
(iii) coU~cting environmental data or performing pre-remedial studies and investigations and
performing operations and maintenance and post-remedial monitoring and care.
"Requirement of Law" shall mean any federal, state or local statute, ordinance, rule or
regulation, any judicial or administrative order (whether or not on consent), request or judgment, any
common law doctrine or theory, and any provision or condition of any Permit or other binding
determination of any Governmental Corporation.
[END OF ARTICLE V]
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ARTICLE VI
DISCLAIMER OF WARRANTIES; INDEMNIFICATION
Section 6.1. DisclaimerofWammties. NElTIIERRCPFNOR THE TRUSTEE MAKES
ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO TIIE
VALUE, DESIGN, CONDmON, MERCHANTABILITY OR FITNESS OF TIIE PROJECT FOR
ANY PARTICULAR PURPOSE OR FOR THE USE CONTEMPLATED BY Augusta. In no event
shall RCPF or the Trustee be liable for incidental, indirect, special or consequenfial damages, in
connecti,on with or arising out of this Agreement for the existence, furnishing, functioning of
Augusta"s use and possession of the Project.
Section 6.2. Augusta's Ri&ht to Enforce Warranties. The Seller hereby irrevocably
appoinu: Augusta its agent and attorney-in-fact during the Term of this Agreement, so long as
Augusta, shall not be in default hereunder, to assert from time to time whatever claims and rights,
including without limitation, warranty claims, claims for indemnification and claims for breach of any
representations respecting the Project which the Seller may have against any vendor or contractor.
Augusta's sole remedy for the breach of any such warranty, indemnification or representation shall
be against the vendor or contractor with respect thereto, and not against the Seller, nor shall such
matter bave any effect whatsoever on the rights and obligations of the Seller with respect to this
Agreement, including the right to receive full and timely Installment Payments and all other payments
due hereunder. Augusta shall be entitled to retain any and all amounts recovered as a result of the
assertion of any such claims and rights, provided that Augusta shall apply such of the amounts as may
be required to the repair of defects or omissions in the Project that occasioned such claims. The
Seller shall, upon Augusta's request and at Augusta's expense, do all things and take all such actions
as Augulsta may request in connection with the assertion of any such claims and rights,
Section 6.3. Release and Indemnification Covenants. To the extent permitted by law,
and su~ject to the limitations contained in Section 5.5 hereof: Augusta shall and hereby agrees to
indemnity and save RCPF, the Trustee and any successors, assigns or subrogees harmless from and
against any and all claims, losses, damages, actions, proceedings, expenses, or liabilities, including
reasonable legal fees and expenses and court costs, arising in connection with the Project including
but not IJmited to claims, losses, damages, actions, proceedings, expenses, or liabilities arising out of
(i) the use, maintenance, condition or management of, the Project by Augusta, (ii) any breach or
default on the part of Augusta in the performance of any of its obligations under this Agreement, (iii)
any act or negligence of Augusta or of any of its agents, contractors, servants, employees or licensees
with respect to the Project, (iv) any act or negligence of any assignee or sublessee of Augusta with
respect to the Project, or (v) the acquisition, construction and installation of the Project or the
authorization of payment of the costs thereof by Augusta, No indemnification of the Seller is made
under this section or elsewhere in this Agreement for claims, losses or damages, including legal fees
and expenses arising out of the willful misconduct, negligence, or breach of duty under this
Agreement by the Seller, its officers, agents, employees, successors or assigns.
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In case any action is brought against any indemnified party in connection with any matter
contemplated under this Section 6.3 or Sections 6.4 or 6.5 hereunder, and it notifies Augusta of the
commenc::ement thereof: Augusta will be entitled to participate in, and, to the extent that it chooses
to do so:, to assume the defense thereof (mcluding the employment of counsel), and Augusta shall
assume the payment of all fees and expenses relating to such defense and shall have the right to
negotiat(l and consent to settlement thereof
Section 6.4. Indemnification of Trustee. Without limitation of Augu~ta's obligations
under Section 6.3 hereof: Augusta agrees to the extent pennitted by law and subject to the limitations
set forth in Section 5.5 hereof: to indemnify and hold the Trustee harmless from any and all liability,
loss, damage, costs and expenses of any nature (including interest and reasonable counsel fees) arising
out of or in connection with the Trustee's obligations and duties, or those of its employees or agents
arising from its performance under the Trust Indenture, except for costs, expenses, fees and liabilities
arising out of the Trustee's negligence or breach of the duties of care herein specified. This indemnity
includes, but is not limited to, any reasonable action taken or omitted within the scope of the Trust
Indenturl~ or any action taken or omitted upon oral, telephonic or written instructions (authorized in
the Tru~:t Indenture) received or reasonably believed to have been received from Augusta or any
authorized representative of Augusta.
Section 6.5. Certain Indemnifications. Without limitation of Augusta's obligations under
Section 6.3, Augusta further agrees to the extent permitted by law and subject to the limitations set
forth in Section 5.5 hereof, to indemnify and hold the Trustee and RCPF harmless from and against
any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever which the
Trustee and RCPF may incur (or which may be claimed against the Trustee or RCPF by any person
or entity whatsoever) by reason of or in connection with
(a) the failure of Augusta to pay, perform or comply with the covenants or conditions in
this Agreement or the Trust Indenture;
(b) the breach by Augusta of any representation or warranty of Augusta contained in this
Agreement or made by Augusta in connection herewith; and
(c) enforcing any covenants of Augusta or conditions applicable to Augusta in this
Agreement or the Trust Indenture.
Section 6.6. Limitation. Notwithstanding any provision of Sections 5.7, 6.3, 6.4 and 6.5
hereof to the contrary, indemnification obligations of Augusta hereunder are payable only from
amounu. that may be appropriated by Augusta, or after an Event of Non-Appropriation or Event of
Default" from the realization of the Project as collateral.
[END OF ARTICLE VI]
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ARTICLE vn
SUCCESSORS, ASSIGNMENT, PLEDGING, SALE, AND AMENDMENT
Section 7.1. Assignment by RCPF.' Pursuant to the Trust Indenture, RCPF,
simultam~ously with the execution and delivery of this Agreement, has transferred, assigned and
otherwise: conveyed to the Trustee without recourse (but without limitation of its obligations in the
Trust Indenture) all the right, title and interest ofRCPF in and to this Agreement, the Installment
Payments, and RCPFs interest in and to the Project (mcluding without limitation the interest retained
in the Reverter Deed), and in the Funds and Accounts. Except for such assignment to the Trustee
as provi,ded in the Trust Indenture, RCPF will not assign this Agreement, its right to receive
Installmel1lt Payments from Augusta, or its duties and obligations hereunder to any other person, firm
or corporation without an opinion of Bond Counsel to the effect that the proposed assignment will
not adversely affect the exclusion from gross income for federal income tax purposes of the
Supplemental Payments, In addition, no assignment or reassignment of any ofRCPF's right, title,
obligations or interest in this Agreement or the Project shall be effective unless and until Augusta shall
have reGeived a duplicate original counterpart of the document by which the assignment or
reassignment is made, disclosing the name and address of each such assignee; provided, however, that
if such assignment is made to a bank: or trust company as trustee or paying agent or escrow agent for
holders of the Certificates, it shall be sufficient that a copy of the agency or trust agreement shall have
been deposited with Augusta. Augusta hereby acknowledges receipt of the Trust Indenture for
purposes of this Section and hereby agrees to perform in accordance with the provisions of the Trust
Indentun~. During the term hereof: Augusta shall keep, or cause to be kept, a complete and accurate
record of all such assignments and reassignments received in form necessary to comply with Section
149(a) of the Code, and the regulations, proposed or existing, from time to time promulgated
thereunder.
Upon such assignment all references herein to RCPF shall be deemed to be references to the
Trustee, and the owners of the Certificates shall have the right to proceed directly against Augusta
for their proportionate share of the Installment Payments.
Section 7.2. No Assignment by Augusta: Leasing. This Agreement may not be assigned
by Augusta. Augusta may lease all or part of the Project, with the prior written consent ofRCPF
subject to all of the following conditions:
(i) No such lease shall modify or limit any right or power of RCPF or the Trustee
hereunder or under the Trust Indenture and all of the obligations of Augusta hereunder, including
Augusta's obligations to make the Installment Payments, and any other amounts due hereunder, shall
continw~ in full force and effect;
(ii) Augusta shall, within thirty days after the delivery thereof, furnish or cause to be
furnished to RCPF or its assignee and to the Trustee a true and complete copy of such lease;
{iii) No lease by Augusta shall cause the Project to be used for a purpose other than a
governmental or proprietary function authorized under the provisions of the laws of the State, and
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(iv) RCPF and the Trustee shall have received an opinion of Bond Counsel to the effect
that the e"clusion from gross income of interest on the Certificates for federal income tax purposes
will not he adversely affected by such leasing.
(v) Notwithstanding the foregoing, no additional consent ofRCPF shall be required for
the creation of tenancies at will or other tenancies of one year or less for minor portions of the Project
for provision of space to organizations providing services related to the conduct of municipal
functiowi.
Section 7.3. Amendment. Augusta will not alter, modifY or cancel or agree or consent to
alter, modify or cancel this Agreement except as permitted by this Agreement and the Trust
Indenture.
[END OF ARTICLE VII]
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ARTICLE VIII
EVENTS OF DEF AUL T, NON-APPROPRIATION, AND REMEDIES
Section 8.1. Events of Default Dermed. The following shall be "Events of Default" under
this Agre;ment and the terms "Events of Default" and "Default" shall mean, whenever they are used
in this Agreement, anyone or more of the following events:
(i) Failure by Augusta to pay any payment required to be paid hereqnder and to be
received by the Trustee on or before the date required for such payment; provided, however, Augusta
shall haV(: forty-five days to cure any failure to pay the Termination Payment required pursuant to the
second s.entence of Section 4.4(a)(3).
(i~)
or 5.3.
Failure by Augusta to observe and perform any of its obligations under Sections 4.6
Oii) Failure by Augusta to observe and perform any other covenant, condition or
agreement on its part to be observed or performed in the Trust Indenture or herein or otherwise with
respect hereto, other than as referred to in clause (i) or (ii) of this Section, for a period of thirty days
after written notice specifying such failure and requesting that it be remedied has been given to
Augusta. by the Trustee; provided, however, if the failure stated in the notice cannot be corrected
within the applicable period, the Trustee shall not unreasonably withhold its consent to an extension
of such time if corrective action is instituted by Augusta within the applicable period and diligently
pursued until the default is corrected.
(iv) The failure of Augusta generally to pay its debts as the same become due or the filing
by or against Augusta of a case in bankruptcy, or the subjection of any right or interest of Augusta
under thi.s Agreement to any execution, garnislunent or attaclunent, or adjudication of Augusta as a
bankrupt, or assignment by Augusta for the benefit of creditors, or the entry by Augusta into an
agreeme:nt of composition with creditors, or the filing of a petition applicable to Augusta in any
proceedings instituted under the provisions of the federal bankruptcy code, as amended, or under any
similar federal or State act which may hereafter be enacted.
(v) The Project shall not be subjected to any lien, encumbrance, transfer or conveyance
without the written consent of the Trustee.
Section 8.2. Remedies on Default and Non-Appropriation. Whenever any Event of
Default lieferred to in Section 8.1 hereof shall have occurred and is continuing, or an Event of Non-
Appropriation shall have occurred, the Trustee or its assigns may take anyone or more of the
following remedial steps:
(a) The Trustee may declare all installments of amounts payable under Section 4.4(a) and
all Administrative Expense Payments payable under Section 5.4 for the remainder of the then current
Installment Sale Year to be immediately due and payable, whereupon the same shall become
immediately due and payable. If all payments payable under Section 4.4(a) for the remainder of the
then CUI Tent Installment Sale Year are accelerated pursuant to this Section 8.2(a), the amount then
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due and :payable by Augusta as accelerated payments shall be the sum of (1) the aggregate Basic
PaymenU: due in the then current Installment Sale Year, (2) the aggregate Supplemental Payments
due in the then current Installment Sale Year, (3) the Termination Payment, and (4) any other
amounts which may be owing to the Trustee pursuant to this Agreement, including, without
lirnitatiol1~ Section 5.4, for the then current Installment Sale Year;
(b) The Trustee shall transfer all moneys on deposit in the Project Fund to the Redemption
SubaccOlmt of the Principal Account of the Certificate Payment Fund;
((:) The Trustee may exercise its remedies under the Reverter Deed and take possession
of the Prc~ect with or without terminating this Agreement (provided, however, this Agreement shall
be termim.ted only upon an Event of Non-Appropriation or in accordance with the terms of Section
4.3) and without any liability to Augusta for such repossession, and lease or sell all or any portion of
the Proje(:t; the Trustee shall deposit in the Redemption Subaccount of the Principal Account of the
Certificatl~ Payment Fund pursuant to the Trust Indenture all Liquidation Proceeds received pursuant
to the eXl~rcise of such remedy.
(d) The Trustee may require Augusta to furnish copies of all books and records of
Augusta pertaining to the Project; and
((:) The Trustee may take whatever action at law or in equity which may appear to the
Trustee necessary or desirable to collect the amounts then due and thereafter to become due, or to
enforce performance and observance of any obligation, agreement or covenant of Augusta under this
Agreement.
Section 8.3. Non-Appropriation. Upon an Event of Non-Appropriation, Augusta shall
not be obligated to make the Installment Payments and other payments provided for herein beyond
the last day of the Installment Sale Year in which such Event of Non-Appropriation occurred. Upon
the occurrence of an Event of Non-Appropriation, Augusta shall give immediate written notice
thereof to the Trustee.
Section 8.4. Surrender of the Project. The parties hereto agree that, upon the exercise
of the right of reverter under Section 3.1 by the Trustee, Augusta shall have all responsibility for
surrendering the Project. Within ten days after the occurrence of an Event of Non-Appropriation or
an Event of Default, Augusta shall surrender the Project to the Trustee.
Section 8.5. No Remedy Exclusive. No remedy conferred herein upon or reserved to the
Trustee i~: intended to be exclusive and every such remedy shall be cumulative and shall be in addition,
to every ()ther remedy given under this Agreement or now or hereafter existing at law or in equity,
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 thereot: 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 Trustee
to exerci~:e any remedy reserved to it in this Article, it shall not be necessary to give any notice, other
than such notice as may be required in this Article or by law.
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S4~tion 8.6. A&reement to Pay Attom~' Fees and Expenses. In the event either party
to this Agreement should default under any of the provisions hereof and the non-defaulting party or
the Trustee should employ attorneys or incur other expenses for the collection of moneys or the
enforcement of performance or obselVance of any obligation or agreement on the part of the
defaulting party contained herein, the defaulting party agrees that it will on demand therefor pay to
the non-<l:efaulting party the reasonable fees of such attorneys and such other expenses so incurred
by the non-defaulting party.
Sl~tion 8.7. No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Agreement should be breached by either party and thereafter waived by the other
party or the Trustee, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other breach hereunder.
[END OF ARTICLE VIll]
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ARTICLE IX
MISCELLANEOUS
S.~tion 9.1. Notices. All notices, certificates or other communications hereunder shall be
sufficiently given and shall be deemed to have been received five (5) business days after deposit in the
United States mail in certified fonn, postage prepaid, at the following addresses:
If to Augusta:
Augusta, Georgia
530 Greene Street
Augusta, Georgia 3090 I
Attention: Charles R Oliver, Administrator
I1'to RCPF:
Richmond County Public Facilities, Inc.
c/o Burnside, Wall, Daniel, Ellison & Revell
454 Greene Street
Augusta, Georgia 30901
Attention: James B. Wall
If to the Trustee:
Regions Bank
Corporate Trust Department
Sixth Floor
417 North 20th Street
Birmingham, Alabama 35203
f\ny party, by notice given hereunder, may designate different addresses to which subsequent
notices, Gertificates or other communications will be sent.
Section 9.2. Binding Effect: Assignment. This Agreement shall inure to the benefit of
and shall. be binding upon RCPF and Augusta and their respective successors and the assigns of
RCPF. This Agreement may not be assigned by Augusta.
S,ection 9.3. Severability. In the event any provision of this Agreement shall be held
invalid (lr unenforceable by a court of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof
~:ection 9.4. Amendments. Changes and Modifications. This Agreement may not be
amended or any of its terms modified without the written consent of Augusta, the Trustee and RCPF.
Section 9.5. Further Assurances and Corrective Instruments. The Seller and Augusta
agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such supplements hereto and such further instruments as may
reasonably be required for correcting any inadequate or incorrect description of the Project or
intended so to be or for carrying out the expressed intention of this Agreement.
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Sl~tion 9.6. Execution in CounteQ)arts. This Agreement may be executed in any number
of counterparts, each of which shall be an original and all of which shall constitute one and the same
instrument.
S~tion 9.7. Applicable Law. This Agreement shall be governed by and construed in
accordan,ce with the laws of the State.
IN WITNESS WHEREOF, Augusta and RCPF have caused this Agreement to be executed
in their mspective corporate names and their respective corporate seals to be hereunto affixed and
attested by their duly authorized officers, all as of the date first above written.
Signed, sealed and delivered
in the pn::sence of
RICHMOND COUNTY PUBLIC FACILITIES, INC.
By:
Unofficial Witness
Title
President
Attest:
Title
Secretary
Notary Public
My Commission Expires:
[SEAL]
[NOTARIAL SEAL]
33
e
e
Signed, sealed and delivered
in the presence of
AUGUSTA, GEORGIA
By:
Unofficial Witness
Its
Mayor
Attest:
Its
Clerk
Notary Public
My Commission Expires:
[NOTARIAL SEAL]
34
[S E AL]
.
.
EXHIBIT" A"
Basic Terms
INSTALLMENT SALE AMOUNT:
Deposit to Project Fund (for Construction)
$1,636,079.55
Cost (If Issuance
34,100.00
Pre-Sale Cost Amount
34,820.45
Total
$1,705.000.00
MlNIMCM ANNUAL APPROPRIATED AMOUNT (FY 1998):
AnnmJ Installment Payment Amount
$82,864.44
Minimum Annual Administrative Expense Amount
1,500.00
Termination Payment Amount*
o
Total
$84.364.44
* Tl~nnination Payment Amount must be appropriated each year, but would be payable only in
the Event of Default or Event of Non-Appropriation under Augusta's Installment Sale
Agreement.
.
.
DUE
DATE
BASIC
PAYMENT
(rRINCIP AL)
SUPPLEMENTAL
PAYMENT PERIOD
(JNTERES1) TOTAL
REMAINING
BALANCE
12/31/98 37,723.62 45,140.82 82,864.44 1,667,276.38
1998 Total 37,723.62 45,140.82 82,864.44
.
6/30/99 39,442.08 43,422.36 82,864.44 1,627,834.30
12/31/99 39,766.62 43,097.82 82,864.44 1,588,057.68
1999 Total 79,208.70 86,520.18 165,728.88
6/30/2000 41,276.48 41,587.96 82,864.44 1,546,791.20
12/31/2000 41,912.29 40,952.15 82,864.44 1,504,878.91
2000 Total 83,188.77 82,540.11 165,728.88
6/30/2001 43,671.54 39,192.90 82,864.44 1,461,207.37
12/31/2001 44,178.16 38,686.28 82,864.44 1,417,029,21
2001 Total 87,849.70 77,879.18 165,728.88
6/30/2002 45,959.49 36,904.95 82,864.44 1,371,069.72
12/31/2002 46,564.51 36,299.93 82,864.44 1,324,505.11
2002 Total 92,524.10 73,204.78 165,728.88
6/30/2003 48,369.18 34,495.26 82,864.44 1,276,135.93
12/31/2003 49,078.03 33,786.41 82,864.44 1,227,057.90
2003 Total 97,447.21 68,281.67 165,728.88
6/30/2004 50,730.52 32,133.92 82,864.44 1,176,327.38
12/31/2004 51,720.52 31,143.92 82,864.44 1,124,606.86
2004 Total 102,451.04 63,277.84 165,728.88
6/30/2005 53,575.30 29,289.14 82,864.44 1,071,031.56
12/31/2005 54,508.29 28,356.15 82,864.44 1,016,523.27
2005 Total 108,083.59 57,645.29 165,728.88
2
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6/30/2006 56,390.22 26,474.22 82,864.44 960,133.05
12/31/2006 57,444.38 25,420.06 82,864.44 902,688.67
2006 T otil 113,834.50 51,894.28 165,728.88
6/30/2007 59,354.92 23,509.52 82,864.44 843,333.75
12/31/2007 60,536.71 22,327.73 82,864.44 782,797.04
2007 T otaI 119,891.63 45,837.25 165,728.88
6/30/2008 62,364.73 20,499.71 82,864.44 720,432.31
12/31/2008 63,790.59 19,073.85 82,864.44 666,541.72
2008 Total 126,155.32 39,573.56 165,728.88
6/30/2009 65,762.94 17,101.50 82,864.44 590,878.78
12/31/2009 67,220.60 15,643.84 82,864.44 523,658.18
2009 Total 132,983.54 32,745.34 165,728.88
6/30/2010 69,226.34 13,638.10 82,864.44 454,431.84
12/31/2010 70,833.10 12,031.34 82,864.44 383,598.74
2010 Total 140,060.44 25,668.44 165,728.88
6/30/2011 72,874.04 9,990.40 82,864.44 310,724.70
12/31/2011 74,637.83 8,226.61 82,864.44 236,086.87
2011 Total 147,511.87 18,217.01 165,728.88
6/30/201:2 76,681.86 6,182.58 82,864.44 159,405.02
12/31/2012 78,644.10 4,220.34 82,864.44 80,760.92
2012 Total 155,325.95 10,402.93 165,728.88
6/30/2013 80,760,92 2,103,33 82,864.25 0.00
2013 T otaI 80,760.92 2,103.33 82,864.25
NOTE:
This schedule of payments is based upon the assumption that the Supplemental
Payment (Interest) will remain constant at the rate in effect at the time of issuance of
5.18%. In fact, the Supplemental Payment (Interest) will be adjusted on January 1,
2004 and January 1, 2009 and at those time this schedule of payments shall be
adjusted based on the outstanding principal balance, the Adjusted Rate and the
remaining Term to determine the amount of equal semi-annual installments to payoff
the total of the Basic Payments (principal) and the Supplemental Payments (Interest)
assuming that the Adjusted Rate then in effect remains unchanged throughout the
remaining term.
3
.
.
EXIllBIT "B"
Project Description
Th(~ Project shall consist of renovations to the Augusta Golf Course including the following:
1. Complete irrigation system replacement.
2. New clubhouse and cart storage building.
3. New maintenance shop.
4. New practice range and putting green.
5. Redesign the 15th and 18th holes.
6. Parking and cart path improvements.
7. Demolition of the existing clubhouse.
This work shall be done in accordance with the Improvement Plan for Augusta Golf Course
dated November 3, 1997, the description of the land constituting the Augusta Golf Course is as
follows:
ALJL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being
in Augusta-Richmond County, Georgia, lying on the western side of Highland Avenue, containing
142.00 aeres, more or less, and being bounded as follows:
On the North, by the following tracts ofland: (1) property of Brickle, Huffinan, and Huffinan,
and prop<:rty of Samples, which property is shown as a consolidated tract of land on a plat recorded
the Office: of the Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11 U, page
319 (the "BrickleProperty"); and (2) by property of Augusta-Richmond County, Georgia known as
the "Daniel Field Airport", and as shown on a plat dated February 28, 1987, prepared by James G.
Swift & Associates which is recorded in Realty Reel 411, pages 1759-1764, in said Clerk's Office (the
"Airport Property").
On the East, by the Airport Property and by the right-of-way of Highland Avenue.
On the South, by the right-of-way of Damascus Road; and
On the West, by the following tracts ofland: (1) property of Garren and Nordmann, as shown
on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty
Reel 259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated
April 17, 1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages
2253-2254, in said Clerk's Office; (3) property of Donahue which is shown on a plat dated February
2, 1989, prepared by George L. Godman & Associates and recorded in Realty Reel 305, page 1439,
in said CIoerk's Office; (4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995,
and recorded in Realty Reel 490, pages 1414-1415, in said Clerk's Office, which is a part of the
property depicted on that certain plat dated November 26, 1968, last revised December 18, 1974,
4
.
.
prepared by Baldwin & Cranston Associates, Inc. and recorded in Realty Reel 43, pages 1544-1546,
in said Clerk's Office;(5) property of Augusta-Richmond County, Georgia acquired by deed dated
August 4, 1994, and recorded in Realty Reel 467, pages 370-372, in said Clerk's Office, and shown
on that certain plat recorded in Realty Book 17B, page 409, in said Clerk's Office; and (6) the Brickle
Property.
REFERENCE is hereby made to the recorded plats and deeds referenced above for a more
complete and accurate description as to the metes, bounds and location of the subj~ property.
THE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax
records of Augusta-Richmond County, Georgia.
SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the
subject property in a general north-south direction.
B - 5
5
.
.
EXlllBIT "C"
STATE OF GEORGIA
RICHMOND COUNTY
LlMITED WARRANTY DEED
WITH REVERTER
TEllS INSTRUMENT is made this _ day of June, 1998, between Richmond County Public
Facilities, Inc., a Georgia non-profit corporation ("Grantorll), and Augusta, Georgia, a county-wide
government which is a body corporate and politic and a political subdivision of the State of Georgia
(IIGranteell) (the terms Grantor and Grantee include their respective heirs, legal representatives,
successors and assigns where the context hereof requires or permits). This instrument evidences for
public re<:ord certain rights created under a Public Purpose Installment Sale Agreement dated as of
June 1, 1998, between Grantor and Grantee (the IIInstallment Sale Agreementll).
VIITNESSElH lHAT: Grantor, for and in consideration of the sum ofTEN AND NO/100
DOLLAltS ($10.00), and other good and valuable consideration, in hand paid at and before the
sealing and delivery of these presents, the receipt, adequacy and sufficiency of which are hereby
acknowledged by Grantor, has granted, bargained, sold, and conveyed, and by these presents does
hereby grant, bargain, sell, and convey unto Grantee, the real property described in Exhibit IIAII
attached hereto and by this reference incorporated herein (the IIPropertyll).
TO HAVE AND TO HOLD the above-described tract or parcel of land, together with all and
singular the rights, members and appurtenances thereof, to the same being, belonging or in any wise
appertaining, to the only proper use, benefit, and behoof of Grantee, forever in FEE SIMPLE;
provided, however, that should there occur an IIEvent of Non-Appropriation II or IIEvent of Default, II
as defined in the Installment Sale Agreement, then the Grantor may serve a notice in writing to the
Grantee that the title to the Property, in the condition and as conveyed hereunder and as the Property
has been improved, shall revert to the Grantee, and upon the occurrence of such event, the title to
the Property, in the condition and as conveyed hereunder and as the same has been improved shall
immediately and without the necessity of any further action on the part of the Grantor or the Grantee
revert to and vest in Grantor, and the Grantee shall lose and forfeit all of its rights, title, and interest
in and to the Property and all improvements and fixtures thereon.
AND, the Grantor will warrant and forever defend the right and title to the above-described
tract or parcel ofland unto the Grantee against the lawful claims of all persons claiming by or through
the Grantor, except as to the permitted encumbrances described in Exhibit IIBII attached hereto and
by this rl~ference incorporated herein.
Notwithstanding anything herein to the contrary, the Grantee and the Grantor acknowledge
and agree that the rights of the Grantee in the Property and all improvements thereon are subject and
subordinate to a Deed to Secure Debt and Security Agreement dated as of June 1, 1998 from the
.
.
Grantor to Regions Bank, as Trustee (the "Security Deed"), filed for record contemporaneously
herewith, in the Office of the Clerk of Superior Court of Richmond County, Georgia, and that the
rights of the grantee in the Property and all improvements thereon are subject to termination in the
event the :Property is sold pursuant to the exercise of remedies under the Security Deed. The Grantor
hereby assigns its equity of redemption in the Property under the Security Deed to the Grantee.
nol WITNESS WHEREOF, Grantor has signed and sealed this instrument the day and year
first above written.
Signed, sealed and delivered in
the presence of:
RICHMOND COUNTY PUBLIC F AClLITIES, INC.
By:
Unofficial Witness
Title:
Attest:
Title:
Notary Public
[SEAL]
2
.
.
EXIllBIT "A"
LIMITED WARRANTY DEED WITH REVERTER
AlL.L that lot, tract or parcel of land, with any improvements thereon, situate, lying and being in
Augusta-Richmond County, Georgia, lying on the western side of HigWand Avenue, containing 142.00
acres, more or less, and being bounded as follows:
Oil the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman,
and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the
Office of lhe Clerk of Superior Court of Richmond County, Georgia, in Realty Book II U, page 319 (the
"Brickle Property"); and (2) by property of Augusta-Richmond County, Georgia known as the "Daniel
Field Airport", and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates
which is recorded in Realty Ree1411, pages 1759-1764, in said Clerk's Office (the" Airport Property").
Gn the East, by the Airport Property and by the right-<lf-way of Highland Avenue.
On the South, by the right-<lf-way of Damascus Road; and
On the West, by the following tracts of land: (1) property of Garren and Nordmann, as shown
on that ce:rtain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel
259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17,
1989, prepared by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said
Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared by
George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office;
(4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel
490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat
dated November 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates,
Inc. and recorded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta-
Richmond County, Georgia acquired by deed dated August 4, 1994, and recorded in Realty Reel 467,
pages 370-372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page
409, in said Clerk's Office; and (6) the Brickle Property.
REFERENCE is hereby made to the recorded plats and deeds referenced above for a more
complete: and accurate description as to the metes, bounds and location of the subject property.
'mE subject property is currently designated as Parcel 2.01 on Tax Map 56-1 of the tax records
of Augusta-Richmond County, Georgia.
:SAID property is conveyed subject to the right-<lf-way of Old Camp Road which bisects the subject
property in a general north-south direction.
.
.
Exhibit "D"
A consent judgment was entered in an action brought by
Georgia Environmental Organization, Inc., a nonprofit corporation
vs. City of Augusta, U. S. District Court, Southern District of
Georgia, Civil Action File No. CVI94-151, under the terms of which
the City agreed to pay $10,000.00 to the United States Treasury in
civil penalties, attorney's fees, and $150,000.00 for "Supplemental
Environmental Projects". All of these sums have been paid. In
addition, the Order provides for fines to be imposed should Augusta
fail to meet construction deadlines for the Constructed Wetlands
Project, for failure to meet pre-construction limits on discharge,
and for failure to meet limits following completion of construction
in OctJber, 2000. However, all such fines are capped, and the
maximum fines that could be imposed for failure to meet discharge
limits prior to completion of the project is $200,000.00, for
failure to meet the construction deadline is $250,000.00, and for
failure to meet the discharge limits by January 1, 2001 is
$250,000.00.
In addition, Robert McElmuarray and Boyceland Dairy have
placed Augusta on notice that they intend to file suit under
certain federal statutes, including the Clean Water Act, for
damage~) they contend to have suffered on the farm property related
to the application of sludge from the City's Wastewater Treatment
Plant. Experts consulted by the City contend that the City IS
sludge at all times met federal guidelines.
The City is also under
the Wastewater Treatment Plant,
Spirit Creek Treatment Facility.
orders affect the proj ect, nor
financial exposure to Augusta.
certain consent orders relating to
sanitary sewer lines, and the
However, none of these consent
do they create any substantial
.
.
EXHIBIT "B"
TRUST INDENTURE
between
RICHMOND COUNTY PUBLIC FACILITIES, INC.
and
REGIONS BANK,
AS TRUSTEE
Dated as of June 1, 1998
$1,705,000
Richmond County Public Facilities, Inc.
Certificates of Participation (Augusta Golf Course Project),
Series 1998
Evidencing Proportionate Interests of
the Owners Thereof in Installment Payments
to be Made by Augusta, Georgia
Pursuant to a Public Purpose Installment Sale Agreement
.
.
TABLE OF CONTENTS
~
ARTICLE I
DEFINITIONS
Section 1.01. Definitions .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.02, Rules of Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . '.' . . . . . . . . . . . 6
ARTICLE II
THE CERTIFICATES
Section 2.01. Authorized Aggregate Principal Amount of the Certificates ..................... 8
Section 2.02, Issuance of Certificates; Form of Certificates ................................ 8
Section 2.03, Details of Certificates; Payment ............,............................. 8
Section 2.04. Payment; Execution; Limited Obligation. . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.05. Maturity, Interest Rates and Interest Payment Provisions for Certificates ........... 9
Section 2.06. Authentication .......,..,....,..,..........,..................,..... 10
Section 2.07. Authorization; Issuance and Delivery of Certificates . . . . . . . . . . . . . . . . , . . . . . . . . . 10
Section 2.08. Mutilated, Lost, Stolen or Destroyed Certificates . . . . . . . . , . . . . . . . . . . . . . . . , . . . 11
Section 2.09. Transfer and Exchange of Certificates; Persons Treated as Owners. . . . . . . . . . . . . . . 12
Section 2.10. Destruction of Certificates ..........................,..."...,......... 13
ARTICLE m
REVENUES AND FUNDS
Section 3.01. Payments Under the Installment Sale Agreement ............................ 14
Section 3.02. Creation of Funds and Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 14
Section 3.03. Application of Certificate Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.04. Project Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.05. [Reserved] ......................................................... 16
Section 3.06. Certificate Payment Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.07. Administrative Expense Payment Fund ....................................16
Section3.m:. Amounts Remaining in Funds and Accounts ................................16
Section 3.09. Reports ........................................................... 17
Section 3.10. Investment of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.11. Other Payments ..................................................... 17
Section 3.12. Amounts Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3. n. Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE IV
REDEMPTION OF CERTIFICATES
Section 4.01. Redemption Generally ................................................ 19
Section 4.0:2. Optional Redemption of the Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
.
.
Section 4.03. Mandatory Redemption of the Certificates ................................. 19
Section 4.04. Notice of Redemption ................................................ 19
Section 4.05. Certificates Due and Payable on Redemption Date; Interest Ceases
to Accrue ......................,........................................ 20
Section 4.06, Partial Redemption of Certificates ....................................... 20
ARTICLE V
DISCHARGE OF TRUST INDENTURE
Section 5.01 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 5.02 Discharge of Lien .................................................... 22
ARTICLE VI
DEFAULT PROVISIONS AND REMEDIES
Section 6.01. Defaults, Event of Default ............................................. 23
Section 6.02. Trustee's Remedies. . . . . . . . . . . . . . . . . . . . . , . . . . , . . . . . . . . . . . . . . . . . . . . . . . . 23
ARTICLE VII
THE TRUSTEE
Section 7.0]. Acceptance of the Trusts ............,.....................,........... 24
Section 7.02. Fees, Charges and Expenses of Trustee ...............,...,............... 25
Section 7.m. Intervention by Trustee ........................,..,..,.,.............. 26
Section 7.04. Successor Trustee ................................................... 26
Section 7.05. Resignation by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 7.06. Appointment of Successor Trustee by the Certificate holders;
Temporary Trustee ........................................................ 26
Section 7.07. Concerning Any Successor Trustee ......................................26
Section 7.08. Appointment of Separate or Co-Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
Section 7.09. Trustee Not Responsible for Obligations of the Trust. . . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE vrn
MISCELLANEOUS
Section 8.01. Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . 29
Section 8.02. Rights of Certificate holders. , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 8.03. Certificates Nonassessable and Fully Paid, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.04. Severability ........................................................ 30
Section 8,05. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.06. Payments Due on Saturdays, Sundays and Holidays ............... . . . . . . . . . . . 30
Section 8.07. Security Interest. . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.08. Counterparts .................................,..................... 31
Section 8.09. Applicable ProvisionS of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Exhibit A - Fonn of Certificate
.
.
THIS TRUST INDENTURE dated as ofIune 1, 1998, between RICHMOND COUNTY
PUBLIC FA.CILITIES, INC., a not-for-profit corporation organized under the laws of the State of
Georgia ("RiCPF"), and REGIONS BANK, a state chartered bank and trust company, organized under
the laws of the State of Alabama, and authorized to accept and execute trusts of the character herein
set out, as Trustee (the "Trustee")~
WIT N E SSE T H:
WHEREAS, RCPF is, simultaneously with the execution and delivery of this Trust Indenture,
entering into a Public Purpose Installment Sale Agreement (the "Installment Sale Agreement"), dated
the date her1eo( with Augusta, Georgia ("Augusta"), with respect to the hereinafter described Project~
and
WHEREAS, Augusta has authorized the sale and delivery of the Richmond County Public
Facilities, IIilC., Certificates of Participation (Augusta Golf Course Project), Series 1998 (the
"Certificate:;") evidencing undivided and proportionate interests in the Installment Sale Agreement~
NO'W THEREFORE, THIS TRUST INDENTURE WITNESSETH: There is hereby
established 'by RCPF the Richmond County Public Facilities, Inc. Certificates of Participation (Augusta
Golf Course Project), Series 1998 Trust~ and RCPF, simultaneously with the execution and delivery of
this Trust Indenture, hereby sells, transfers, assigns, and otherwise conveys to the Trustee without
recourse (but without limitation of its obligations in this Trust Indenture) all the right, title and interest
ofRCPF in and to the Installment Sale Agreement, the Installment Payments and RCPF's interest in
and to the ])roject (including the interest retained in the Reverter Deed), and the Funds and Accounts
and monies on deposit in the Certificate Payment Fund. The Trustee acknowledges its acceptance,
simultaneously with the execution and delivery of this Trust Indenture, of all right, title, and interest in
and to the Installment Sale Agreement and the other items related thereto conveyed by RCPF and
described above and declares that the Trustee holds and will hold such right, title, and interest, upon
the trusts s<~t forth in this Trust Indenture. RCPF hereby represents, warrants, covenants and agrees as
follows:
(1) The Installment Sale Agreement constitutes the legal, valid and binding obligation of
RCPF, ent4)fceable in accordance with its terms~
(2) RCPF has not pledged or otherwise encumbered any of the Installment Payments or
other amounts derived from its rights under the Installment Sale Agreement, or any interests in the
Project, except as provided herein or in the Installment Sale Agreement~
(3) The execution and delivery of this Trust Indenture and the issuance and sale of the
Certificates does not conflict with or result in a breach of the terms, conditions or provisions of the
articles of incorporation or bylaws ofRCPF or any restriction or any agreement or instrument to which
RCPF is fi!:)W a party or by which RCPF is bound, or constitute a default under any of the foregoing,
or, except as set forth herein, result in the creation or imposition of any lien, charge or encumbrance
whatsoeve:r upon any of the property or assets ofRCPF or upon the Project~
.
.
(4) The Instalhnent Sale Amount (as such term is defined in the Installment Sale
Agreement) ~hall be fully funded contemporaneously with the execution and delivery of this Trust
Indenture and the Installment Sale Agreement.
TIllS: TRUST INDENTURE FURTHER WITNESSETH and it is expressly declared that all
Certificates ulSUed hereunder are to be issued, authenticated, delivered and dealt with, and all said
property henby given, granted, bargained, aliened, remised, released, conveyed, transferred, assigned,
confirmed and set over and pledged is to be dealt with and disposed of: under, upon aI!d subject to the
terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter
expressed.
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ARTICLE I
DEFINITIONS
Section 1.01. Definitions. In addition to the words and terms elsewhere defined in this Trust
Indenture and in the Installment Sale Agreement, the following words and terms as used in this Trust
Indenture shall have the following meanings unless the context or use indicates another or different
meaning or intent:
"AQjiusted Rate" means a rate of interest per annum equal to 95% of the United States
Treasury Bond rate for five year maturities which shall be determined and set for each Adjusted Rate
Period on October 1 immediately preceding the beginning of such Adjusted Rate Period; provided,
however, that the Adjusted Rate shall never exceed 15% per annum.
"Adiusted Rate Period" means each of the following time periods:
January 1, 2004 through December 31, 2008
January 1, 2009 and thereafter
"Administrative Expense Payment" shall have the meaning ascribed thereto in the Installment
Sale Agreement.
"Administrative Expense Payment Fund" means the fund by that name created in Section 3.02.
"Administrative Expenses" shall have the meaning ascribed thereto in the Installment Sale
Agreement.
"A1Jgusm" shall mean Augusta, Georgia, a county-wide government body politic and
corporate and a political subdivision of the State of Georgia.
"fumd Counsel" means any recognized bond counsel reasonably acceptable to RCPF and the
Trustee.
"B.1J.siness Day" means any day excluding Saturday, Sunday and any day on which banks in
Augusta, Georgia, or in such other city in which the principal corporate trust office of the Trustee is
located are authorized by law or other governmental action to close.
"Q::rtificate Payment Fund" means the fund by that name created in Section 3.02.
"{&:rtificateholder" or "Holder" or "Owner" or "Owner of the Certificates" or "Holder of
Certificate:t" means the registered owner of any Certificate.
"Q~rtificates" means the Certificates issued hereunder and any Certificates issued in replacement
or exchange therefor pursuant to Section 2.08 or 2.09.
"Qlosing Date" means the date of initial delivery of the Certificates.
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"~~" means the Internal Revenue Code of 1986 and the regulations proposed or promulgated
thereunder.
",Cw;npletion Certificate" means a certificate delivered to the Trustee pursuant to Section 4.8 of
the Installnwnt Sale Agreement.
"~:nt of Default" or "event of default" means, with respect to this Trust Indenture, those
events of default specified in and defined by Section 6.01, and, when used in reference to the
Installment :;ale Agreement, the meaning ascribed to such term in the Installment Sale' Agreement.
"~~nt ofNon-A~propriation" shall have the meaning ascribed thereto in the Installment Sale
Agreement.
"Ell[lds and Accounts" means the funds and the accounts created pursuant to Section 3.02.
"lns,tallment Payments" shall have the meaning ascribed thereto in the Installment Sale
Agreement.
".Installment Sale Amount" shall have the meaning ascribed thereto in the Installment Sale
Agreement.
"In1erest Account" means the Interest Account created within the Certificate Payment Fund
pursuant to Section 3.02.
"Interest Payment Date" means each June 30 and December 31, commencing December 31, ,
1998, and amy date set for the redemption of the Certificates in whole.
"Ns;ltice Address" means, as to Augusta, the address given in the Installment Sale Agreement;
and as to RCPF and the Trustee, the addresses set forth in Section 8.05
The;: terms "outstanding" and '.'Certificates outstanding" means all Certificates which have been
duly authenticated and delivered by the Trustee, as the case may be, under this Trust Indenture, except:
1. Certificates canceled after purchase in the open market or because of payment at or
red'emption prior to maturity; or
2. Certificates in lieu of which others have been authenticated under Sections 2.08 or
2.09.
",&:rmitted Investments" as applied to investments of moneys in all Funds and Accounts, means:
(i) bonds, notes, certificates of indebtedness, treasury bills, or other securities constituting direct
obligatiom: of the United States of America or obligations the payment of the principal of and interest
on which is unconditionally guaranteed by the United States of America; (ii) bonds, notes, debentures
and other l~vidences of indebtedness issued by any agency or instrumentality of the United States of
America which are lawful under applicable Georgia law; (ill) certificates of deposit or time deposits of
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any state or national bank or trust company (including the Trustee if it meets the qualifications set forth
herein), whi(:h said bank or trust company has deposits insured by the Federal Deposit Insurance
Corporation if such certificates of deposit or time deposits are continually and fully insured by the
Federal Dep)Sit Insurance Corporation or continually and fully secured by the obligations described in
clause (i) above; and (iv) the local government investment pool created in O.C.G.A ~ 36-83-8.
Investments may be made through repurchase agreements in direct obligations of the United States
Government and obligations described in (ii) above with banks and other licensed dealers. Permitted
Investments also shall include securities of or other interests in any no-load, open-end .management
type investment company or investment trust registered under the Investment Company Act of 1940, as
from time to time amended, or any common trust fund maintained by any bank or trust company which
holds such proceeds as trustee or by an affiliate thereof so long as:
(a) the portfolio of such investment company or investment trust or common trust fund is
limited to the obligations referenced in subsection (i) above and repurchase agreements fully
collateralized by any such obligations;
(b) such investment company or investment trust or common trust fund takes delivery of
such collateral either directly or through an authorized custodian;
( c) such investment company or investment trust or common trust fund is managed so as to
maintain its shares at a constant net asset value; and
(d) securities of or other interests in such investment company or investment trust or
common tru.st funds are purchased and redeemed only through the use of national or state banks having
corporate trust powers and located within the State.
"~SQ!l" means natural persons, finns, associations, corporations and public bodies.
"~:-Sale Cost Amount" means the amount so designated in Exhibit "A" to the Installment Sale
Agreement, representing reimbursement for costs of the acquisition of portions of the Project incurred
by Augusta prior to or on the Closing Date.
"frilrlcipal Account" means the Principal Account created within the Certificate Payment Fund
by Section 3.02, within which Account there shall be a Payment Subaccount and a Redemption
Subaccount.
"fu~" means the Project described in the Installment Sale Agreement.
"fmject Fund" means the fund by that name created pursuant to Article 3.02.
"frs>portionate" means, when used with respect to a particular redemption of a Certificate, an
amount determined by multiplying the aggregate principal amount to be then prepaid on all the
Certificates times a fraction the numerator of which is the outstanding principal amount of such
Certificate :and the denominator of which is the then outstanding principal amount of all Certificates.
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"~:E" shall mean the Ricrnnond County Public Facilities, Inc., a Georgia not-for-profit
corporation, and its successors and assigns.
"~)rd Date" means the fifteenth day of the month, whether or not a Business Day, preceding
each Interest Payment Date.
"E&YI~rter Deed" means the Reverter Deed referred to in the Installment Sale Agreement.
"~uity Deed" means the Deed to Secure Debt and Security Agreement of even date herewith
by RCPF in Javor of the Trustee with respect to the Project as security for payments on the Certificate.
"Stat~" means the State of Georgia.
"Im;n" means the trust created hereunder, the estate of which consists of the Installment Sale
Agreement, the Installment Payments, RCPFs interest in the Project (including the interest retained in
the Reverter Deed), moneys on deposit in the Funds and Accounts, and moneys on deposit in the
Certificate Payment Fund (the "Trust Estate").
"Irnst Indenture" means this instrument as originally executed or as it may from time to time be
amended or supplemented pursuant to Section 8.01 .
"Jlnjted States Government Obligations" means direct obligations of the United States of
America and obligations the timely payment of principal and interest on which is fully guaranteed by the
United Stat(:s of America.
Section 1.02. Rules of Interpretation. For all purposes of this Trust Indenture, except as
otherwise expressly provided or unless the context otherwise requires:
(a) "This Trust Indenture" means this instrument as originally executed and as it may from
time to time: be supplemented or amended pursuant to the applicable provisions hereof
(b) All references in this instrument to designated "Articles," "Sections" and other
subdivisiom: are to be designated Articles, Sections and other subdivisions of this instrument as
originally executed. The words "herein, " "hereof:" "hereunder," and "herewith," and other words of
similar import refer to this Trust Indenture as a whole and not to any particular Article, Section or
other subdivision,
(c) The terms defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.
(d) All accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles.
( e) The terms defined efsewhere in this Trust Indenture shall have the meanings therein
prescribed for them.
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(f) Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders.
(g) The headings used in this Trust Indenture are for convenience of reference only and
shall not define or limit the provisions hereof.
(h) Words in the singular include the plural and vice versa.
(i) All other terms not defined herein which are defined in the Installment Sale Agreement
shall have th€: meanings prescribed therefor in the Installment Sale Agreement.
[END OF ARTICLE I]
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ARTICLE n
THE CERTIFICATES
Section 2.01. Authorized Aeerqate Principal Amount of the Certificates. No Certificates
may be issued under the provisions of this Trust Indenture except in accordance with this Article. The
aggregate principal amount of Certificates that may be issued and outstanding at any time is hereby
expressly limJted to $1,705,000 (other than those issued pursuant to Sections 2.08 and 2.09). Each
Certificate shall represent an undivided fractional interest in the estate held by the Tru~t; and the
fractional interest represented by a Certificate shall be determined by dividing the outstanding principal
amount of sllch Certificate by the aggregate outstanding principal amount of all Certificates.
Secti.on 2.02. Issuance of Certificates: Form of Certificates. The Certificates shall be
designated ":Richmond County Public Facilities, Inc., Certificates of Participation (Augusta Golf
Course Projl~), Series 1998".
The Certificates shall be issuable in the amount of $5,000 or any integral multiple thereof as
fully registered certificates without coupons. The Certificates shall be numbered from R-I
consecutively upward. The Certificates shall be substantially in the form set forth in Exhibit "A" hereto
with such appropriate variations, omissions and insertions as are permitted or required by this Trust
Indenture, and may have endorsed thereon such legends or text as may be necessary or appropriate to
conform to any applicable rules and regulations of any governmental authority or any usage or
requirement of law with respect thereto.
Section 2.03. Details of Certificates: Payment. Certificates authenticated prior to the first
Interest Payment Date shall bear interest from the date of authentication. Certificates authenticated on
or after the :lirst Interest Payment Date thereon shall bear interest from the Interest Payment Date next
preceding the date of the Trustee's authentication thereof, unless such date of authentication is an
Interest Payment Date to which interest on the Certificates has been paid in full or duly provided for, in
which case they shall bear interest from such Interest Payment Date; provided that if, as shown by the
records of the Trustee, interest on the Certificates shall be in default, Certificates shall bear interest
from the da1te to which interest has been paid in full on the Certificates, or if no interest has been paid
on the Certificates, from the date of authentication of the Certificates. The principal of and interest on
the Certificutes shall be payable in any coin or currency of the United States of America which on the
respective dates of payment thereof is legal tender for the payment of public and private debts.
Payment of the principal of all Certificates shall be made upon the presentation and surrender of such
Certificates as the same shall become due and payable.
Principal of and premium, if any, and interest on the Certificates shall be payable in the manner
and to the Owner as of the Record Date as specified in the form of Certificates set forth in Exhibit " A"
hereto.
Section 2.04. Payment: Execution: Limited Oblieation. The Certificates shall be executed
on behalf of the Trust with the official manual or facsimile signature of an authorized officer of the
Trustee and attested with the offici8l manual or facsimile signature of an authorized officer of the
Trustee and shall have impressed or printed thereon the corporate seal of the Trustee. In case any
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officer whoS€: signature or facsimile of whose signature shall appear on the Certificates shall cease to be
such officer ()r member before the completion, authentication and delivery of such Certificates, such
signature or nuch facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he
had remaineel in office until completion, authentication and delivery.
THE CERTIFICATES DO NOT CREATE NOR CONSTITUTE, NOW OR IN THE
FUTURE, AN OBLIGATION OR DEBT OF RCPF, THE TRUSTEE, AUGUST A, THE STATE OF
GEORGIA OR ANY POLmCAL SUBDMSION THEREOF (INCLUDING BUT NOT LIMITED
TO AUGUSTA) OR ANY PUBLIC CORPORATION OR GOVERNMENTAL AGENCY
EXISTING lUNDER THE LAWS OF THE STATE OF GEORGIA; NOR SHALL THE
CERTIFICATES CONSTITUTE THE GIVING, PLEDGING OR LENDING OF THE FULL FAITH
AND CREDIT OF AUGUSTA, THE STATE OR ANY POLmCAL SUBDMSION THEREOF OR
ANY PUBLlC CORPORATION OR GOVERNMENTAL AGENCY EXISTING UNDER THE
LAWS OF 1lIE STATE, BUT SHALL BE PAYABLE SOLELY FROM THE TRUST ESTATE.
No r,ecourse shall be had for the payment of the principal or premium, if any, or interest on the
Certificates for any claim based hereon or thereon or upon any obligation, covenant, or agreement
contained hc::rein or therein against any past, present or future member, commissioner, mayor" officer,
agent, director or employee of the Trustee, RCPF or Augusta, or any member, commissioner, mayor"
officer, agent, director or employee of any successor of the Trustee, RCPF or Augusta, either
personally or as such, either directly or through the Trustee, RCPF or Augusta, under any rule of law
or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and
all such liability of any such member, commissioner, mayor, officer, agent, director or employee, as
such personally is waived and released as a condition of any consideration for the execution of this
Trust Indenture and the issuance of the Certificates.
Section 2.05. Maturity. Interest Rates and Interest Payment Provisions for Certificates.
(a) The Certificates shall mature in the amounts and on the dates set forth below, subject to
adjustment;ilS of January 1,2004 and January 1,2009 when there is an adjustment in the interest rate
and the payment amounts for the Adjusted Rate Period are adjusted to provide for equal semi-annual
payments of principal and interest as provided for in the Installment Sale Agreement:
Principal Principal
Payment Payment
Date Amount Date Amount
12/31/1998 37,7623.62 6130/2006 56,390.22
6/30/1999 39,442.08 12/31/2006 57,444.38
12/31/1999 39,766.62 6/30/2007 59,354.92
6/30/2000 41,276.48 12/31/2007 60,536.71
12/31/2000 41,912.29 6/30/2008 62,364.73
6/30/2001 43,671.54 12/31/2008 63,790.59
12/31/200 ] 44,178.16 6130/2009 65,762.94
6130/2002 45,959.49 12/31/2009 67,220.60
12/31/2002 46,564.51 6/30/2010 69,226.34
6/30/2003 48,369.18 12/31/2010 70,833.10
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Principal Principal
Payment Payment
Date Amount Date Amount
12/31/2003 49,078.03 6/30/2011 72,874.04
6/30/2004 50,730.52 12/31/2011 74,637.83
12/31/2004 51,720.52 6/30/2012 76,681.86
6/30/2005 53,575.30 12/31/2012 78,644.10
12/31/2005 54,508.29 6/3012013 80,760.92
)
(b) The Certificates shall bear interest from the date of authentication hereof through
December 31, 2003 at the rate of five and eighteen one-hundredths percent (5.18%) per annum, and
thereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed fifteen (15%) percent
per annum, calculated on the basis of a 360-day year of twelve 30-day months, payable in arrears semi-
annually on June 30 and December 31 of each year (each an "Interest Payment Date").
( c) Each Certificate shall, except as provided in this Section, bear interest from the Interest
Payment Date next preceding the date of authentication of such Certificate to which interest on the
Certificates )has been paid, unless (i) such date of authentication is an Interest Payment Date to which
interest has been paid, in which case from such Interest Payment Date, or (ii) no interest has been paid
on the Certificates, in which case from the date of authentication of the Certificates.
Section 2.06. Authentication. The Certificates shall not be valid or obligatory for any
purpose or c:ntitled to any benefit under this Trust Indenture unless and until a certificate of
authentication on such Certificate Substantially in the appropriate form hereinabove set forth shall have
been duly executed by the Trustee, and such executed certificate of the Trustee upon any such
Certificate shall be conclusive evidence that such Certificate has been authenticated and delivered under
this Trust Indenture. The certificate of authentication on any Certificate shall be deemed to have been
executed by the Trustee if signed by an authorized officer or signatory of the Trustee, but it shall not be
necessary that the same officer or signatory sign the certificate of authentication on all of the
Certificates,
SeCltion 2.07. Authorization: Issuance and Delivery of Certificates. Upon the execution
and delivery of this Trust Indenture, the Trustee shall execute, authenticate or cause to be
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authenticate<l~ and deliver the Certificates to, or upon the order ot: RCPF as hereinafter in this Section
provided.
Prior to the release by the Trustee of any of the Certificates, there shall be filed with the
Trustee:
(a) An opinion of counsel to Augusta to the effect that: (i) the Installment Sale Agreement
has been duly authorized, executed and delivered by Augusta in accordance with all applicable local
charters, ordinances and regulations; (ii) the execution, delivery and performance of the Installment
Sale Agreement does not conflict with, or constitute a default under, any applicable charter, ordinance,
resolution or any agreement or other instrument to which Augusta is a party or by which it is bound;
and (ill) an amount not less than the Minimum Annual Appropriated Amount (as set forth in the
Installment Sale Agreement) for calendar year 1998 shall have been appropriated by all requisite action
and in accordance with applicable law;
(b) A fully executed copy of the Installment Sale Agreement;
(c) An opinion of Bond Counsel, in reliance on the opinions described in (a) above, as to
the matters set forth therein, to the effect that
(i) The Installment Sale Agreement constitutes a valid and binding obligation of
Augusta and RCPF, enforceable in accordance with its terms and payable out of annually
appropriated revenues of the Lessee;
(ii) The Trust Indenture has been duly authorized, executed and delivered and is
valid and binding upon the Trustee and RCPF;
(ill) The Certificates have been duly authorized, executed and delivered and evidence
valid and binding proportionate interests in and rights to receive payments of Installment
Payments;
(iv) With certain exceptions and conditions set forth therein, the portion of
Installment Payments payable by Augusta under the Installment Sale Agreement which is
designated as interest, as provided in the Installment Sale Agreement, is excludable from gross
income for federal income tax purposes under the Code and is exempt from State of Georgia
income tax under existing statutes; and
(d) Such other documents, certificates and opinions as may be required by Bond Counsel.
Section 2.08. Mutilated. Lost. Stolen or Destroyed Certificates. If any certificate is
mutilated, lost, stolen or destroyed, the Trustee shall execute and authenticate a new Certificate of the
same date a:lld denomination as that mutilated, lost, stolen or destroyed; provided that in the case of
any mutilatc::d Certificate, such mutilated Certificate shall first be surrendered to the Trustee, and in the
case of any lost, stolen or destroyed Certificate, there shall be first furnished to the Trustee evidence of
such loss, theft or destruction satisfactory to the Trustee, together with an indemnity satisfactory to
them. In th,~ event any such Certificate shall have matured or been called for redemption, instead of
issuing a duplicate Certificate, the Trustee may pay the same. The Trustee may charge the owner of
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such Certificate with his reasonable fees and expenses in connection with replacing any Certificate
mutilated, lo~;t, stolen or destroyed.
Sectil[)n 2.09. Transfer and Exchanl:e of Certificates: Persons Treated as Owners. The
Trustee shall keep books for the transfer of the Certificates as provided in this Trust Indenture. A
Certificate should be purchased only by an "Accredited Investor" as that term is defined by Regulation
D promulgated by the Securities and Exchange Commi~,jon under the Securities Act of 1933, as
amended. No official statement or other offering document has been prepared or exe<:uted in
connection with the issuance of the Certificates. The Certificates shall not be transferred if the transfer
would void the exemption contained in Securities and Exchange Commission Rule 15c2-12(d)(IXi),
the exemption from the continuing disclosure requirements of the Securities and Exchange Commission
Rule 15c2-12(b)(5) or any similar rules or statutes in effect at the time of such transfer. Upon
surrender for transfer of any Certificate at the principal office of the Trustee, duly endorsed for transfer
or accompanied by an assignment duly executed by the registered owner or his attorney duly
authorized in writing, and if required by the Trustee, an opinion of counsel satisfactory to the Trustee
that the limitations on transfer herein set forth have been complied with, the Trustee shall execute on
behalf of the Trust and the Trustee shall authenticate and the Trustee shall deliver in the name of the
transferee or transferees a new Certificate or Certificates for a like aggregate principal amount as those
surrendered. The Trustee shall also maintain as part of the books for the transfer of the Certificates a
record of the unpaid principal amount under each outstanding Certificate.
The person in whose name any Certificate shall be registered shall be deemed and regarded for
all purposes as the absolute owner thereof for all purposes, and payment of or on account of the
principal of ,Dr interest on any Certificate shall be made only to or upon the written order of the
registered owner thereof or his legal representative and neither RCPF nor the Trustee shall be affected
by any notice to the contrary, but such registration may be changed as hereinabove provided. All such
payments shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the
extent of the sum or sums paid.
The Trustee shall require the payment by any Certificateholder requesting exchange or transfer
of a sum suHicient to cover any tax or other governmental charge required to be paid with respect to
such exchanlge or transfer.
If for any reason the Trustee does not have a sufficient amount of printed forms of Certificates
available to perform its duties hereunder, the Trustee may have more of such forms printed in any
number deemed reasonable, the cost thereof to be paid by Augusta.
Notwithstanding the foregoing, following an Event of Non-Appropriation, the Trustee shall not
be required to register any transfer of a Certificate unless there is submitted to the Trustee an opinion
of counsel ~~sfactory to the Trustee to the effect that such transfer is pursuant to a registration of the
Certificate under the Securities Act of 1933 and applicable blue sky laws or an applicable exemption
therefrom.
Section 2.10. Destruction' of Certificates. Whenever any outstanding Certificate shall be
delivered to the Trustee for cancellation pursuant to this Trust Indenture, upon payment of the
principal amount thereof or for replacement or transfer or exchange pursuant to the terms hereof: such
Certificate shall be canceled and shall be destroyed by the Trustee.
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[END OF ARTICLE II]
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ARTICLE ill
REVENUES AND FUNDS
Sectill)n 3.01. Payments Under the InstAllment Sale Aueement. The payments made under
the Installmellt Sale Agreement shall be applied as follows:
(i) Excess in Project Fund. Following the Completion Date, excess funds in the Project
Fund shall~: applied as set forth in Section 3.04(d) hereofand Sections 4.4(a)(I) and 4.8 of the
Installment Sale Agreement;
(ii) Principal Payments. Basic Payments made pursuant to Section 4.4(a)(2) of the
Installment Sale Agreement shall be deposited into the Payment Subaccount of the Principal Account
of the Certificate Payment Fund;
(iii) Termination Payments. A Tennination Payment made pursuant to Section 4.4(a)(3) of
the Installment Sale Agreement shall be deposited into the Redemption Subaccount of the Principal
Account of the Certificate Payment Fund;
(iv) Supplemental Pa.yments. The payments made pursuant to Section 4.4(a)(4) of the
Installment ~;ale Agreement shall be deposited into the Interest Account of the Certificate Payment
Fund;
(v) Administrative Expense. The Administrative Expense Payments made pursuant to
Section 4.4(a)(7) of the Installment Sale Agreement shall be deposited into the Administrative Expense
Payment FUllld;
(vi) Prepayment of Basic Payments. The prepayment of Basic Payments made under the
provisions of Section 4.5(c) of the Installment Sale Agreement, ifany, shall be deposited into the
Redemption Subaccount of the Principal Account of the Certificate Payment Fund;
(vii) LiQUidation Proceeds. Upon receipt, Liquidation Proceeds and any other amounts
realized upc1n an Event of Default under the Installment Sale Agreement shall be deposited into the
RedemptioIll Subaccount of the Principal Account of the Certificate Payment Fund.
Section 3.02. Creation of Funds and Accounts. There are hereby established the following
Funds, Accounts and Sub accounts to be held by the Trustee:
(a) a Project Fund for Augusta;
(b) a Certificate Payment Fund to be held by the Trustee and within such fund;
(i) an Interest Account; and
(ii) a Principal Account, and within such account a Payment Subaccount and a
Redemption Subaccount; and
(c) an Administrative Expense Payment Fund for Augusta.
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Section 3.03. Application of Certificate Proceeds. The net proceeds of the sale of the
Certificates shall be applied as follows:
(a) There shall be deposited into the Project Fund the sum specified in Exhibit" A" to the
Installment Sale Agreement;
(b) There shall be deposited into the Interest Account of the Certificate Payment Fund the
accrued interest on the Certificates, if any;
(c) There shall be paid to Augusta the Pre-Sale Cost Amount; and
(d) The balance of the proceeds shall be applied by the Trustee (or paid directly from
proceeds by the purchaser of the Certificates) at the written direction of Augusta to payment of costs
incurred in connection with the issuance of the Certificates, including, but not limited to, initial or
acceptance f,ees and expenses of the Trustee, legal, accounting, financial (including compensation to
underwriters), rating agency fees and expenses, recording and filing fees, fees and expenses ofRCPF,
costs of title insurance, printing and engraving, and other fees and costs in connection therewith.
Sectiion 3.04. Project Fund.
(a) Earnings on amounts on deposit in the Project Fund shall be credited to such Fund.
(b) Prior to any disbursement from the Project Fund, there shall be filed with the Trustee a
requisition signed by the Authorized City Representative in the form specified in the Installment Sale
Agreement.
(c) Subject to the requirements of Section 3. 04(b) and the applicable provisions of the
Installment Sale Agreement, moneys in the Project Fund shall be disbursed for the acquisition and
construction of the Project to pay any amount requisitioned to, or upon the order ot: Augusta upon
receipt by the Trustee of the items specified in Section 4.2 of the Installment Sale Agreement.
(d) Following the earlier of (i) the third anniversary of the Closing Date, or (ii) the delivery
of a Complc:tion Certificate, investment of amounts in the Project Fund shall be restricted to an
investment yield not in excess of the yield on the Certificates, unless Augusta shall furnish the Trustee
with an opinion of Bond Counsel that such yield restriction is not required. Yields shall be determined
as required in Section 148 of the Code. Following the delivery ofa Completion Certificate all moneys
on deposit in the Project Fund shall be applied in accordance with the provisions of Section 4.8 of the
Installment Sale Agreement.
(e) Upon an Event of Non -Appropriation or any other termination of the Installment Sale
Agreement (whether pursuant to the exercise by Augusta of its option to prepay Basic Payments and
terminate the Installment Sale Agreement, the exercise of remedies upon an Event of Default or
otherwise) IDr upon an Event of Default under the Installment Sale Agreement requiring the surrender
of the Projc::ct to the Trustee pursuant to Section 8.4 of the Installment Sale Agreement, the Trustee
shall immediately upon any such event transfer all amounts on deposit in the Project Fund to the
Redemption Subaccount of the Principal Account of the Certificate Payment Fund.
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(f) So long as no Event of Non-Appropriation or Event of Default occurs under the
Installment Sule Agreement, moneys on deposit in the Project Fund shall be subject to the beneficial
interest of Augusta as provided herein and in the Installment Sale Agreement.
Secti4)ln 3.05. [Reserved]
Section 3.06. Certificate Payment Fund. Principal of and premium, if any. on the
Certificates. whether at maturity or pursuant to redemption, shall be paid from amounts on deposit in
the Principal Account of the Certificate Payment Fund and interest on the Certificates ,shall be paid
from amounts on deposit in the Interest Account of the Certificate Payment Fund. To the extent
practicable. amounts on deposit in the Certificate Payment Fund may be invested by the Trustee in its
sole discretion in Pennitted Investments. If moneys in the Certificate Payment Fund cannot be invested
in Pennitted ][nvestments so as to assure timely payment on the Certificates. such moneys shall remain
uninvested.
Sectil;)n 3.07. Administrative Expense Payment Fund.
(a) The Trustee shall bill Augusta annually for Administrative Expenses. If at any time
during a calendar year the Trustee shall have detennined that the aggregate amount of Administrative
Expense Payments deposited to date and to be deposited in Augusta's Administrative Expense Payment
Fund is or \Viill be less than Augusta's Administrative Expenses for the then current calendar year and
any other known payments due under Section 5.4 of the Installment Sale Agreement during the then
current calen.dar year. then the Trustee shall bill Augusta so as to assure as nearly as is practicable
amounts suflicient in the Administrative Expense Fund to make the payments required to be made from
such Fund during the calendar year. If on December 31 of any year the aggregate amount of
Administrative Expense Payments or other payments deposited in Augusta's Administrative Expense
Payment Fund exceeds Augusta's Administrative Expenses and any other payments due under Section
5.4 of the Installment Sale Agreement for the Installment Sale Agreement Year then ended. then such
excess amount shall be credited to Augusta's Administrative Expense Payments and other payments
due under SI~on 5.4 of the Installment Sale Agreement for the next calendar year.
(b) The Trustee shall disburse such amounts in the Administrative Expense Payment Fund
to the persons entitled to such amounts pursuant to the bills submitted in accordance with this Trust
Indenture. If at the time any amount is due hereunder and moneys are insufficient to pay all amounts
then due. thl~n the fees and expenses shall be paid in the following order of priority:
(i) Regularly scheduled fees due under this Trust Indenture; and
(ii) Other fees. expenses or costs payable under this Trust Indenture.
(c) Notwithstanding the foregoing, expenses incurred by the Trustee for the account of
Augusta, fOJ example. expenses associated with the restriction of yield on Augusta's funds or accounts.
may be billed by the Trustee to Augusta.
Section 3.08. Amounts Remainin~ in Funds and Accounts. Any amounts remaining in any
fund created hereunder after full payment of the Certificates and any amounts owing to the Trustee or
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RCPF pursuant to this Trust Indenture or the Installment Sale Agreement shall, after such full payment
or provision nhall have been made, be distributed by the Trustee to Augusta.
Section 3.09. Reports. The Trustee shall furnish semi-annually as of June 30 and December
31 to Augusta and RCPF, a report on the status of each of the Funds and Accounts within Funds
established wIder this Article ill which are held by the Trustee, showing at least the balance in each
such Fund or Account, the total of deposits to and the total of disbursements from each such Fund or
Account, the dates of such deposits and disbursements, and the Funds and Accounts to and from which
such disburs<::ments and deposits have been made.
Secti'l)n 3.10. Investment of Funds.
(a) Except as provided in Section 3.05 hereof: moneys in the Funds and Accounts
hereunder shall be continuously invested to the fullest extent practicable but only in Permitted
Investments.
Augusta shall direct in writing the investment of all moneys, but in the absence of such written
direction the Trustee may, but shall not be required to, make such investments in clause (i) of the
definition ofPennitted Investments in Section 1.01. Investments shall be made so as to mature on or
prior to the date or dates that moneys therefrom are anticipated to be required. The Trustee may trade
with itself in the purchase and sale of securities for such investment. If the Trustee complies with the
provisions olf this Section 3.10, any investment losses shall be borne by the Fund or Account in which
the lost moneys had been deposited. The Trustee shall sell and reduce to cash a sufficient amount of
such investments in the respective Fund or Account whenever the cash balance therein is insufficient to
pay the amOllmt required to be paid therefrom.
(b) If an amount shall be held in a Project Fund from and after the third anniversary of the
issuance of the Certificates, the Trustee shall invest such amount only in (i) obligations described in
Section 103 of the Code (excluding "private activity bonds," as defined in Section 141 of the Code) or
(ii) securitie:; for which there is an established market, including U.S. Tr~ury Obligations, State and
Local Govemment Series and for which market price is paid, such securities to have a yield of 0% per
annum unl~:s the Trustee receives an opinion of Bond Counsel to the effect that investment at a higher
rate will not cause any of the Certificates to become "arbitrage bonds" within the meaning of Section
148 of the Code and will not otherwise adversely affect the exclusion of interest on the Certificates
from gross income of the holders thereoffor federal income tax purposes.
Section 3.11. Other Payments. Any payments made under the Installment Sale Agreement
which are n:ceived by the Trustee which are not otherwise provided for in this Trust Indenture shall be
received by the Trustee for the benefit of the party with respect to whom such payment was made as
provided in the Installment Sale Agreement, and be immediately transferred by the Trustee to the
appropriate recipient.
Section 3.12. Amounts Held in Trust. All moneys received by the Trustee under the
provisions of this Trust Agreement shall be trust funds under the terms hereof for the benefit of the
holders of all Certificates and shall not otherwise be subject to lien or attachment of any creditor of
RCPF or Augusta. Such moneys shall be held in trust and applied in accordance with the provisions of
this Trust Indenture.
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Section 3.13. Valuation. In computing the amount in any Fund or Account held under the
provisions of this Trust Indenture (except for purposes of complying with Section 148 of the Code),
obligations purchased as an investment of moneys therein shall be valued at the cost or market price
thereof: whi(:hever is lower, exclusive of accrued interest.. Where market prices for obligations held
hereunder are not readily available, the market price for such obligations may be determined in such
manner as the Trustee deems reasonable.
[END OF ARTICLE DI]
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ARTICLE IV
REDEMPTION OF CERTIFICATES
Section 4.01. Redemption Generally.
(a) Optional Redemption. Upon deposit of moneys into the Redemption Subaccount of the
Principal Accx>unt of the Certificate Payment Fund pursuant to Section 3.01(vii), the Trustee shall
proceed to call the Certificates (or portions thereof) for redemption pursuant to Section 4.02, in the
aggregate pilncipal amount of the deposit into the Redemption Subaccount of the P~cipal Account of
the Certificate Payment Fund in the manner hereinafter set forth so as to effect a redemption of
Certificates on the next Interest Payment Date.
(b) MandatoI)' Redemption. Upon deposit of moneys into the Redemption Subaccount of
the Principal Account of the Certificate Payment Fund pursuant to Section 3.01(vii) giving rise to a
mandatory tcldemption pursuant to Section 4.03(a) and the outstanding Installment Sale Amount
relating thereto, the Trustee shall proceed to call Certificates (or portions thereof) for redemption in the
manner hereinafter set forth. In such event, Certificates shall be called for redemption in a principal
amount equal to the Installment Sale Amount with respect to which the Event of Non-Appropriation or
the Event of Default occurred.
Secti,on 4.02. Optional Redemption of the Certificates. The Certificates are subject to
optional redemption as a result of the exercise of certain purchase options of Augusta set forth in
Section 4.5(1:) of the Installment Sale Agreement from the prepayment by Augusta of Basic Payments
and ~ther amounts, on any Interest Payment Date, in whole or in part, at the principal amount thereof
plus accrued interest to the redemption date.
Sectiion 4.03. . Mandatory Redemption of the Certificates.
(a) Non-Appropriation or Default. The Certificates are subject to mandatory redemption
by the Trustlee in whole, after tennination of the Installment Sale Agreement as a result of an Event of
Non-Appropriation or an Event of Default (as defined in the Installment Sale Agreement). The Trustee
may establis:n such additional dates for the payment of portions of the redemption price as may be
appropriate, taking into consideration the dates when amounts available to pay portions of the
redemption price are available. Interest on the Certificates shall cease to accrue on the date of any such
redemption. If such redemption is to be made following the occurrence of an Event of Non-
Appropriation as provided above, the Trustee shall give prompt notice to the Owners of the
Certificates 'of such fact.
(b) Redemption Price. The redemption price for all redemptions pursuant to this Section
4.03 shall b(: equal to the principal amount being redeemed plus accrued interest to any date on which
the Certificates are scheduled to be redeemed.
Section 4.04. Notice of Redemption. When redemption is authorized or required pursuant to
this Article IN, the Trustee shall give notice of the redemption of the Certificates to the Owners of the
Certificates. Such notice shall specify: (a) that the Certificates or a designated portion thereof are to be
redeemed, (b) the date of notice and the date of redemption, ( c) the method of payment, and (d)
descriptive information regarding the Certificates including the dated date, interest rate, and stated
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maturity date, Such notice shall further state that on the specified date there shall become due and
payable upon each Certificate the portion of the principal amount of such Certificate to be redeemed,
together with interest accrued to said date, and that from and after such date, provided that moneys
therefor have been deposited with the Trustee, interest with respect thereto shall cease to accrue and be
payable.
The Trustee shall take the following actions with respect to such notice of redemption:
(a) Notice of redemption shall be given by mailing, first class, postage prepaid, at least
thirty and not; more than sixty days prior to said redemption date, copies thereof to the Owners of the
Certificates. Neither any defect in the mailing of such notice to any Owner or the notices provided in
(a) hereof nor the failure of any Owner to receive such notice or of any other party to receive the
notices provided in (a) hereofshall affect the validity of the proceedings for the redemption of the
Certificates (lr portions thereof of any Owner who received such notice.
(b) Redemption of the Certificates shall be permitted at any time so long as funds for such
redemption ue irrevocably deposited with the Trustee prior to rendering notice of redemption to the
Certificateholders, or in the alternative, the notice expressly states that such redemption is subject to
the deposit of funds with the Trustee.
Section 4.05. Certificates Due and Payable on Redemption Date: Interest Ceases to
Accrue. On the redemption date the principal amount of each Certificate to be redeemed, together
with the premium, if any, and accrued interest thereon to such date, shall become due and payable; and
from and aft'~r such date, notice having been given and moneys available solely for such redemption
being on deposit with the Trustee in accordance with the provisions of this Article IV, then,
notwithstanding that any Certificates (or portion thereof) called for redemption shall not have been
surrendered, no further interest shall accrue on such Certificates or the portions thereof called for
redemption. From and after such date of redemption (such notice having been given and moneys
available solely for such redemption being on deposit with the Trustee), the Certificates (or portions
thereof) shall not be deemed to be Outstanding hereunder, and the Trust shall be under no further
liability in respect thereof.
Section 4.06. Partial Redemption of Certificates.
(a) If the Certificates are to be redeemed in part pursuant to Section 3.01(vii), such
redemption shall be Proportionate among all Certificates; and each of the Certificates shall be redeemed
by its Proportionate share. If the Certificates are to be redeemed in part pursuant to Section 3.01(vi),
the Trustee shall prorate the principal amount of Certificates to be prepaid among all owners (for this
purpose all Certificates registered in the name of the same owner shall be aggregated and treated as a
single CertUicate held by such owner) of the Certificates in proportion to the principal amount of such
Certificates registered in the name of each such registered owner. The Trustee shall then designate the
particular Certificates or portions thereof of the principal amount so prorated to each such registered
owner which are to be prepaid; provided, however, that in any such pro-rating pursuant to this
paragraph t~e Trustee shall, according to such method as it shall deem proper in its discretion, make
such adjustments by increasing or decreasing by not more than $5,000 the amount which would be
allocable on the basis of exact proportion to anyone or more registered owners of Certificates as may
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be necessary to the end that the principal amount of the Certificates so pro-rated shall be in each
instance $5,000 or an integral multiple of $5,000.
(b) Upon surrender of any Certificate called for redemption in part only, the Trustee shall
execute and the Trustee shall authenticate and deliver to the registered owner thereof: a new Certificate
or Certificate: I in an aggregate principal amount equal to the unredeemed portion of the Certificate
surrendered.
[END OF ARTICLE IV]
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ARTICLE V
DISCHARGE OF TRUST INDENTURE
Secti(ID 5.01. Termination. The respective obligations and responsibilities ofRCPF and the
Trustee creatl~ by this Trust Indenture and the Trust created by this Trust Indenture shall terminate
upon the payment to the Certificateholders of all amounts required to be paid to them pursuant to this
Trust Indenture. All remaining trust property, if any, shall be distributed to Augusta.
Secti(ID 5.02. Dischal'2e of Lien.
(a) If there is paid or provision for payment is made as provided in paragraph (b) below, to
or for the Certificateholders, all amounts required to be paid on the Certificates, including redemption
premium, if alllY, in the manner stipulated in the Certificates and in this Trust Indenture, and all
Administrative Expenses due or to become due to and including the date of discharge of this Trust
Indenture, and if no Event of Default exists under the Installment Sale Agreement, then all rights and
obligations ofRCPF and the Trustee under this Trust Indenture will terminate and be of no further
force and effect and the Trustee will cancel and discharge the Security Deed and the Installment Sale
Agreement and reconvey, release and assign to Augusta all title and interest in and to the Project,
except that the Trustee shall maintain amounts so required to be paid under the Certificates.
(b) The Certificates will be deemed to be paid when (1) there has been irrevocably
deposited with Trustee, in trust and irrevocably set aside exclusively for such payment when due and
payable obligations of the type set forth in clause (i) of the definition of Permitted Investments which
are not callable prior to their maturity and which mature and bear interest in such amounts and at such
times as will provide such amounts and at such times as will insure the availability of sufficient moneys
to make the payments described in paragraph (a) above when due and payable, and all necessary fees,
compensationl and expenses of the Trustee pertaining to the Certificates; (2) the Trustee has received a
verification n:port with respect to the sufficiency of amounts described in clause (1), by a verifier
acceptable to the in form and substance satisfactory to the Trustee; and (3) the Trustee has received
an opinion of Bond Counse~ rendered to the Trustee, to the effect that all of the requirements of this
Trust Indenture and the Installment Sale Agreement for the making of provision for payment of the
Certificates a:; contemplated hereby have been complied with.
[END OF ARTICLE V]
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ARTICLE VI
DEFAULT PROVISIONS AND REMEDIES
Section 6.01. Defaults. Events of Default. The occurrence of any of the following events
shall constitute an "Event of Default" under this Trust Indenture:
(a) Any failure by Augusta to deliver to the Trustee any amounts required to be so
delivered by Augusta under the tenns of the Installment Sale Agreement; or
(b) The occurrence and continuance ofan "Event of Default II as such term is defined in the
Installment Sale Agreement,
Section 6.02. Trustee's Remedies. When any Event of Default hereunder has occurred and is
continuing, t;l1e Trustee shall have all the rights and remedies with respect to the Trust Estate as the
Seller has under the pertinent provisions of the Installment Sale Agreement and as are provided for in
the Installment Sale Agreement, subject to the restrictions and limitations therein provided.
[END OF ARTICLE VI]
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ARTICLE VII
THE TRUSTEE
Section 7.01. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon
it by this Trust Indenture, and agrees to perform said trusts, but only upon and subject to the following
express terms and conditions:
(a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all
Events of Default which may have occurred, undertakes to perform such duties and oply such duties as
are specifica:~y set forth in this Trust Indenture. In case an Event of Default has occurred (which has
not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this
Trust Indenture, and use the same degree of care and skill in their exercise, as a reasonable man with
fiduciary obligations would exercise or use under the circumstances in the conduct of such fiduciary
affairs.
(b) The Trustee may execute any of the trusts or powers hereof and perform any of its
duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct
of the same in accordance with the standard specified above, and shall be entitled to advice of counsel
concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such
reasonable c.ompensation to all such attorneys, agents, receivers and employees as may reasonably be
employed in connection with the trusts hereof The Trustee may rely upon the opinion or advice of any
attorneys (who may but need not be the attorney or attorneys for RCPF) approved by the Trustee in
the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting
from any action or non-action in good faith in reliance upon such opinion or advice.
(c) The Trustee shall not be responsible for any recital herein, in the Installment Sale
Agreement, or in the Certificates (except in respect to the certificate of the Trustee endorsed on the
Certificates), or for the validity of the execution by RCPF of this Trust Indenture or of any supplements
hereto or instruments of further assurance, or for the sufficiency of the security for the Certificates
issued hereunder or intended to be secured hereby.
(d) The Trustee shall not be accountable for the use of any Certificates authenticated or
delivered hereunder. The Trustee may become the owner of Certificates secured hereby with the same
rights which it would have if not the Trustee.
(e) The Trustee shall be protected in acting upon any notice, request, consent, certificate,
order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to
have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to
this Trust Indenture upon the request or authority or consent of any person who at the time of making
such requ~:t or giving such authority or consent is the registered owner of any Certificate, shall be
conclusive and binding upon all future owners of the same Certificate and upon Certificates issued in
exchange therefor or in place thereof
(f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any
instrument, paper or proceeding, tlie Trustee shall be entitled in good faith to rely upon a certificate
signed by an authorized officer ofRCPF or Augusta as sufficient evidence of the facts therein
contained allIld prior to the occurrence of a default of which the Trustee has knowledge, or is deemed to
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have notice pursuant to Section 7.01(e), shall also be at liberty to accept a similar certificate to the
effect that any particular dealing, transaction or action is necessary or expedient, but may, at its
discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to
secure the same. The Trustee may accept a certificate of an authorized officer ofRCPF or Augusta
under its seal to the effect that a resolution in the form therein set forth has been adopted by RCPF or
Augusta, as Ilpplicable, as conclusive evidence that such resolution has been duly adopted, and is in full
force and effi:ct.
(g) The permissive right of the Trustee to do things enumerated in this T114st Indenture shall
not, unless oltherwise provided herein, be construed as a duty and it shall not be answerable for other
than its grOSfI negligence or willful default.
(h) At any and all reasonable times, the Trustee and its duly authorized agents, attorneys,
experts, engineers, accountants and representatives shall have the right to inspect any and all of the
books, papers and records ofRCPF or Augusta pertaining to the revenues, receipts and payments
under the Irurt:allment Sale Agreement and the Certificates, and to take such memoranda from and in
regard theret:o as may be desired.
(i) The Trustee shall not be required to give any bond or surety in respect of the execution
of the said trusts and powers or otherwise in respect of the premises.
G) Notwithstanding anything elsewhere in this Trust Indenture contained, the Trustee shall
have the right, but shall not be required, to demand, in respect of the authentication of any Certificates,
the withdrawal of any cash, or any action whatsoever within the purview of this Trust Indenture, any
showings, certificates, opinions, appraisals or other information, or corporate action or evidence
thereof: in addition to that by the terms hereof required, as a condition of such action by the Trustee
deemed desirable for the purpose of establishing the right ofRCPF to the authentication of any
Certificates, the withdrawal of any cash, or the taking of any other action by the Trustee.
(k) All moneys received by the Trustee shall, until used or applied or invested as herein
provided, bf~ held in trust for the purposes for which they were received but need not be segregated
from other 1imds except to the extent required by law or hereunder. The Trustee shall not be under any
liability for itnterest on any moneys received hereunder except such as may be agreed upon pursuant to
the terms h(:reof
(I) No provision of this Trust Indenture shall require the Trustee to expend or risk its own
funds or otherwise risk any financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(m) Except as set forth in this Trust Indenture, the Trust and the Trustee on its behalf shall
not have power to incur indebtedness or engage in other activities.
Section 7.02. Fees. Chaq:es and Expenses of Trustee. The Trustee shall be entitled to
payment and reimbursement for re8s0nable fees for its services rendered hereunder and all advances,
counsel fees and expenses and other expenses reasonably made or incurred by the Trustee in
connection with such services, but solely from payments made or to be made by Augusta under the
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Installment Sale Agreement and deposited into the Administrative Expense Payment Fund. The
Trustee shall have no lien on the Installment Payments.
Section 7.03. Intervention by Trustee. In any judicial proceeding to which RCPF or
Augusta is a party and which, in the opinion of the Trustee and its counsel, might have a material
bearing on the: interests of owners of the Certificates, the Trustee may intervene on behalf of the
Certificate holders, and shall do so if requested in writing by the owners of at least twenty-five percent
(25%) of the ;aggregate principal amount of Certificates then outstanding.
Secti(ln 7.04. Successor Trustee. Any corporation or association into which the Trustee may
be converted or merged, or with which it may be consolidated, or to which it may sell or transfer any
portion of its corporate trust business and assets relating to this Trust Indenture, or any corporation or
association re:SUlting from any such conversion, sale, merger, consolidation or transfer to which it is a
party, shall be: and become successor Trustee hereunder and vested with all of the title to the trust
estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its
predecessor, without the execution or filing of any instrument or any further act, deed or conveyance
on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
Section 7.05. Resignation by Trustee. The Trustee and any successor Trustee may at any
time resign from the trusts hereby created by giving thirty days' written notice by registered or certified
mail to RCPF and to Augusta and by United States mail, postage prepaid, to the registered Owner of
each Certificate and such resignation shall take effect upon the appointment of a successor Trustee
pursuant to Section 7.06 and the acceptance of such appointment by such successor.
Section 7.06. Appointment of Successor Trustee by the Certificate holders: Temporary
Trustee. In case the Trustee hereunder shall resign or be removed, or be dissolved, or shall be in the
course of dissolution or liquidation or otherwise become incapable of acting hereunder, or in case it
shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a
successor m~lY be appointed by the owners of a majority in aggregate principal amount of all
Certificates then Outstanding hereunder, by an instrument or concurrent instruments in writing signed
by such own1ers, or by their attorneys in fact, duly authorized and a copy of which shall be delivered
personally or sent by registered mail to RCPF and to Augusta. Nevertheless, in case of such vacancy,
RCPF may appoint a temporary Trustee to fill such vacancy until a successor to the Trustee shall be
appointed by the Certificate holders in the manner above prescribed; and any such temporary Trustee
so appointed shall immediately and without further act be superseded by any Trustee so appointed by
such Certificate holders. Notice of the appointment ofa successor Trustee shall be given in the same
manner as provided by Section 7.05 hereof with respect to the resignation ofa Trustee. Every such
Trustee appointed pursuant to the provisions of this Section shall be a trust company or commercial
bank with tmst powers in good standing having a reported capital and surplus of not less than
$25,000,000, if there be such an institution willing, qualified and able to accept the Trust upon
reasonable (J,r customary terms. In the event a successor Trustee has not been appointed by the
Owners of Certificates or has not accepted an appointment within sixty days of the resignation of the
Trustee, the Trustee may petition a court of competent jurisdiction to appoint a successor Trustee.
Section 7.07. Concerning' Any Successor Trustee. Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to its or his predecessor and also to RCPF an
instrument in writing accepting such appointment hereunder, and thereupon such successor, without
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any further ac:t, deed or conveyance, shall become fully vested with all the estates, properties, rights,
powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on
the written request ofRCPF, or of the successor Trustee, execute and deliver an instrument
transferring tl) such successor Trustee all the estates, properties, rights, powers and trusts of such
predecessor hereunder; and every predecessor Trustee shall deliver all securities, moneys, documents
and other pfCIperty held by it as the Trustee hereunder to its or his successor hereunder. Should any
instrument in writing from RCPF be required by any successor Trustee for more fully and certainly
vesting in suc:h successor the estate, rights, powers and duties hereby vested or intended to be vested in
the predeceSfK>r any and all such instruments in writing shall, on request, be executed, jlcknowledged
and deliveredl by RCPF. The resignation of any Trustee and the instrument or instruments removing
any Trustee nnd appointing a successor hereunder, together with all other instruments provided for in
this Article, ~hall be filed or recorded by the successor Trustee in each recording office where this Trust
Indenture shall have been filed or recorded.
The ~uccessor Trustee shall at all times be a commercial bank having trust powers or a trust
company.
Section 7.08. Appointment of Separate or Co-Trustee. It is the purpose of this Trust
Indenture that there shall be no violation of any present or future law of any jurisdiction (including
particularly the law of the State) denying or restricting the right of banking corporations or associations
to transact business as the Trustee in such jurisdiction. In view of the foregoing, the Trustee is hereby
given the power to appoint an additional individual or institution as a separate or co-trustee in the
following circumstance:
In case of litigation under this Trust Indenture or the Installment Sale Agreement, and in
particular in the case of enforcement thereof on default, or in case the Trustee deems that by reason of
any present ,\)r future law of any jurisdiction it may not exercise any of the powers, rights or remedies
herein grantl;:d to the Trustee or hold title to the properties, in trust, and as herein granted, or take any
other action which may be desirable or necessary in connection therewith, the Trustee may appoint an
additional individual or institution as a separate or co-Trustee.
In th.e event that the Trustee appoints an additional individual or institution as a separate or co-
Trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title,
interest and lien expressed or intended by this Trust Indenture to be exercised by or vested in or
conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-
Trustee but only to the extent necessary to enable such separate or co-Trustee to exercise such powers,
rights and remedies, and every covenant and obligation necessary to the exercise thereofby such
separate or co-Trustee shall run to and be enforceable by either of them.
Should any instrument in writing from RCPF or Augusta be required by the separate or 00-
Trustee so nppointed by the Trustee for more fully and certainly vesting in and confirming to him or it
such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing
shall, on request, be executed, acknowledged and delivered by RCPF or Augusta. In case any separate
or co-Trustee, or a successor to either, shall die, become incapable of acting, resign or be removed, all
the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-Trustee, so
far as penniitted by law, shall vest in and be exercised by the Trustee until the appointment of a new
Trustee or a successor to such separate or co-Trustee.
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Section 7.09. Trustee Not Responsible for Oblieations o(the Trust. The Installment Sale
Agreement shall be the property of the Trust, and not of the Trustee personally. The Trust, but not the
Trustee personally, shall be responsible and liable for any levies, liens and encumbrances on the Project
that are the subject of the Installment Sale Agreement and for any charges or taxes (local, state or
federal) imposed upon the sale, purchase, possession, ownership or use thereof Without limiting the
generality of the foregoing, in no event shall the Trustee personally be responsible for sales or use, ad
valorem or other taxes with respect to the Installment Sale Agreement or the Project subject to the
Installment Sale Agreement.
[END OF ARTICLE VII]
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ARTICLE VITI
MISCELLANEOUS
Secti4)O 8.01 . Amendment. This Trust Indenture may be amended from time to time by
RCPF and th,e Trustee, and the Trustee may from time to time consent to the amendment of the
Installment Sale Agreement, without the consent of any of the Certificate holders, to qualify this Trust
Indenture under the Trust Indenture Act of 1939, to cure any ambiguity, to correct or supplement any
provisions in this Trust Indenture or the Installment Sale Agreement that may be incol)sistent with any
other provisi.Dns in this Trust Indenture or the Installment Sale Agreement, as the case may be, or to
add any other provisions with respect to matters or questions arising under this Trust Indenture or the
Installment Sale Agreement, as the case may be, that shall not be inconsistent with the provisions of
this Trust Indenture or the Installment Sale Agreement, as the case may be; provided, however, that
such action shall not, as evidenced by an opinion of counsel, adversely affect in any material respect the
interests of sny Certificateholder.
Thi$ Trust Indenture and the Installment Sale Agreement may also be amended from time to
time with the consent of the owners of not less than fifty-one percent of the aggregate outstanding
principal amount of Certificates for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Trust Indenture or the Installment Sale Agreement or of
modifying in, any manner the rights of the owners of not less than fifty-one percent of the aggregate
outstanding principal amount of Certificates; provided, however, that no such amendment shall (a)
increase or reduce in any manner the amount of: or accelerate or delay the timing of: collections of
Installment Payments or distributions that are required to be made on any certificate or (b) reduce the
aforesaid percentage required to consent to any such amendment, without the consent of the registered
owners of a:~ Certificates.
Promptly after the execution of any such amendment or consent, the Trustee shall furnish
written notification of the substance of such amendment or consent to each Certificateholder.
It shall not be necessary for the consent of Certificate holders under this Section 8.01 to
approve the: particular form of any proposed amendment or consent, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing
the authoru:ation of the execution thereofby Certificate holders shall be subject to such reasonable
requiremenlts as the Trustee may prescribe.
Section 8.02 . Ri&hts of Certificate holders. The death or incapacity of any Certificateholder
shall not operate to terminate this Trust Indenture or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or commence any proceeding in
any court fbr a partition or winding up of the Trust, nor otherwise affect the rights, obligations, and
liabilities of the parties to this Trust Indenture or any of them.
Anything in this Trust Indenture to the contrary notwithstanding, the holders of a majority in
aggregate principal amount of the Certificates then outstanding shall, upon providing to the Trustee
security and indemnification satisfaCtory to the Trustee, have the right, at any time, by an instrument or
instruments in writing executed and delivered to the Trustee, to direct the method and place of
conductinB: all proceedings to be taken in coMection with the enforcement of the terms and conditions
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of this TlilJst Indenture; provided that such direction shall not be otherwise than in accordance with the
provision:; oflaw and of this Trust Indenture.
Section 8.03. Certificates Nonassessable and Fully Paid. Certificate holders shall not be
personally liable for obligations of the Trust, the fractional undivided interests represented by the
Certificat(~ shall be nonassessable for any losses or expenses of the Trust or for any reason
whatsoev(:r, and Certificates upon authentication thereof by the Trustee are and shall be deemed fully
paid.
Sedion 8.04. Severability. If any provision of this Trust Indenture shall be held or deemed to
be or shall" in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision
or provisio,ns herein or therein contained or render the same invalid, inoperative or unenforceable to
any extent whatever.
Section 8.05. Notices. Any notice, request, complaint, demand, communication or other
paper shall be sufficiently given and shall be deemed given when delivered or mailed by registered or
certified mail, postage prepaid, or sent by telegram or telex, addressed to the parties as follows:
RCPF:
Richmond County Public Facilities, Inc.
c/o Burnside, Wall, Daniel, Ellison & Revell
454 Greene Street
Augusta, Georgia 30901
Attention: Mr. James B. Wall
Trustee:
Regions Bank
Corporate Trust Department
Sixth Floor
417 North 20th Street
Birmingham, Alabama 35203
The ~lbove parties may, by notice given hereunder, designate any further or different addresses
to which subsequent notices, certificates or other communications shall be sent.
Sectil()n 8.06 . Payments Due on Saturdays. Sundays and Holidays. In any case where the
date of paym1ent of principal of or interest on the Certificates or the date fixed for redemption of any
Certificates shall be other than a Business Day, then such payment, redemption or purchase shall be
made on the ~;ucceeding Business Day with the same force and effect as if made on the date of maturity
or the date fixed for redemption or the date fixed for purchase.
SectiClln 8.07 . Security Interest. It is intended by the parties hereto that the transfer and
assignment by RCPF to the Trustee hereunder of the Installment Sale Agreement and other assets
conveyed herc:linder shall be absolute and RCPF shall not retain any right, title or interest whatsoever in
any thereof; pJovided however, if and to the extent under applicable law RCPF shall be deemed to have
retained any l(:gal or equitable right, title or interest therein or thereto, RCPF hereby transfers, conveys,
releases and n:linquishes the same in favor of the Trustee and, in the alternative, grants, to and creates
in favor of the Trustee a security interest therein. RCPF hereby relinquishes any and all rights it may
have to any surplus under Article 9, Section 502 of the Uniform Commercial Code of Georgia, and the
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Trustee hereby agrees that RCPF shall not be liable for any deficiency pursuant to that section, if that
section is applicable to the transactions contemplated hereby.
Sectiion 8.08 . Counterparts. This Trust Indenture may be simultaneously executed in several
counterparU:, each of which shall be an original and all of which shall constitute but one and the same
instrument.
Section 8.9. Applicable Provisions of Law. This Trust Indenture shall be governed by and
construed in accordance with the laws of the State.
IN 'VITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC., has
caused thes<: presents to be signed in its name and on its behalf by its President and attested by its
Secretary and its seal to be hereunto affixed; and the Trustee, to evidence its acceptance of the trusts
created hereunder, has caused this Trust Indenture to be executed in its name by its duly authorized
officers and its corporate seal to be hereunto affixed and duly attested, all as of the day and year first
above writt(:n.
[END OF ARTICLE VllI]
Signed, sealed and delivered
in the presence of:
RICHMOND COUNTY PUBLIC FACILITIES,
INC.
By:
Unofficial Vlitness
Title:
Attest:
Title:
Notary Public
[ CORPORATE SEAL]
(NOTARIAL SEAL]
31
Signed, seall~ and delivered
in the presence of:
Unofficial 'Witness
Notary PubLic
[NOTARIAL SEAL]
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REGIONS BANK,
as Trustee
By:
Attest:
By:
32
Authorized Officer
Authorized Officer
[BANK SEAL]
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EXHIBIT "A"
(Form of Certificate)
LEGEND: THIS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN
"ACCREDITED INVESTOR" AS THAT TERM IS DEFINED BY REGULATION D
PROMULGATED BY THE SECURITIES EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. NO OFFICIAL STATEMENT OR OTHER
OFFERING DOCUMENT HAS BEEN PREPARED OR EXECUTED IN CONNECTION WITH
THE ISSUANCE OF THIS CERTIFICATE. THIS CERTIFICATE SHALL NOT BE
TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAINED IN
SECURITD~S AND EXCHANGE COMMISSION RULE 15c2-12( d)(l)(i), THE EXEMPTION
FROM nn~ CONTINUING DISCLOSURE REQUIREMENTS OF SECURITIES AND
EXCHANGE COMMISSION RULE 15c2-12(b)(5) OR ANY SIMILAR RULES OR STATUTES IN
EFFECT AT THE TThffi OF SUCH TRANSFER
RICHMOND COUNTY PUBLIC FACILITIES, INC.
CERTIFICATE OF P ARTICIP ATION
(AUGUSTA GOLF COURSE PROJECT), SERIES 1998
Evidencing a Proportionate, Undivided Interest in an Installment Sale Agreement (the "Installment Sale
Agreement") Between Augusta, Georgia and Richmond County Public Facilities, Inc.
Maturity D:ilit
Dated Date
Number
Registered Owner:
Initial Prindpal Amount:
Initial Interest Rate:
THlS CERTIFIES THAT the principal amount of this Certificate less principal redemptions
thereofwiUl be paid in lawful money of the United States of America to the registered owner shown
above, or registered assigns, upon Interest Payment Dates (as defined herein) in the amounts set forth
in the Trust Indenture and the final payment of principal upon surrender of this Richmond County
Public Facilities, Inc. Certificate of Participation (Augusta Golf Course Project), Series 1998 (this
"Certificate") on the Maturity Date shown above or on such earlier date or dates as herein described,
with interest on said sum from the Interest Payment Date next preceding the date of authentication
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hereof(unI€:s8 the authentication date is an Interest Payment Date or prior to the first Interest Payment
Date, in which case it shall bear interest from such authentication date) at the Initial Interest Rate set
forth above as the same may be adjusted as hereinafter provided payable on the Interest Payment
Dates, subjl~ to the provisions hereof respecting redemption before maturity.
Thill Certificate is one of the duly authorized Certificates issued in the aggregate principal
amount of $1,705,000. This Certificate is issued by the Richmond County Public Facilities, Inc.
Certificates of Participation (Augusta Golf Course Project), Series 1998 Trust (the "Trust") established
under, and subject to the terms, provisions and conditions of: a Trust Indenture, dated as of June 1,
1998 (the "Trust Indenture"), between the Richmond County Public Facilities, Inc., (the "RCPF") and
Regions Bank, as trustee (the "Trustee"), to which Trust Indenture the owner of this Certificate by
virtue of the acceptance hereof assents and by which each such owner is bound. Copies of the Trust
Indenture may be obtained by Certificate holders upon request in writing to the Trustee at its principal
corporate trust office in . This Certificate represents a fractional undivided
interest in a Public Purpose Installment Sale Agreement (the "Installment Sale Agreement") between
RCPF and Augusta, Georgia ("Augusta") dated as of June 1, 1998, and the Installment Payments (as
defined in the Installment Sale Agreement) to be made thereunder, a portion of which constitutes
principal and redemption premium (if any) and a portion of which constitutes interest. The fractional
interest represented by this Certificate is determined by dividing the outstanding principal amount
hereunder 'by the outstanding principal amount of all Certificates under the Trust Indenture. The
Installment: Sale Agreement is to be administered pursuant to the Trust Indenture. The Installment
Payments under the Installment Sale Agreement will constitute currently budgeted expenditures of
Augusta. Augusta's obligations to make payments under the Installment Sale Agreement shall be from
year to year only and shall not constitute a mandatory payment obligation of Augusta in any calendar
year beyond the then current calendar year. The Installment Sale Agreement does not create a general
obligation of Augusta within the meaning of any constitutional debt limitation and does not directly or
indirectly obligate Augusta to make any payments beyond those appropriated in the sole discretion of
Augusta for any calendar year in which the Installment Sale Agreement shall be in effect. Augusta is
not obligated to renew the Installment Sale Agreement from year to year, and the taxing power of
Augusta is. not pledged directly or indirectly or contingently to secure the Installment Payments.
The Certificates are issuable in the amount of $5,000 or any integral multiple thereof: in fully
registered form dated the Dated Date set forth above. Certificates may be transferred and exchanged at
the principal corporate trust office of the Trustee, in the manner and subject to the limitations and
conditions. provided in the Trust Indenture.
The final principal installment of this Certificate is payable, at the Maturity Date shwon above,
upon the presentation and surrender thereof: at the corporate trust office of the Trustee and payment of
the intere~;t with respect to this Certificate and the semi-annual prinicpal installments shall be made by
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the Trustee on each Interest Payment Date to the person appearing as the registered owner thereof as
of the close ,of business on the Record Date by check mailed to such registered owner at its address as
it appears on the registration books maintained by the Trustee or at such other address as is furnished
in writing to the Trustee, as registrar. The Record Date shall be the fifteenth day of the month
preceding es.ch Interest Payment Date.
Interest is payable in arrears on June 30 and December 31 of each year, commencing
December 31, 1998, until maturity, redemption or acceleration, and ifsuch day is not a Business Day,
on the next !:ucceeding Business Day (each such day being an "Interest Payment Date"). This
Certificate shall bear interest at the Initial Interest Rate per annum shown above through December 31,
2003, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to exceed 15% per
annum. "Adjusted Rate" means a rate of interest per annum equal to 95% of the United States
Treasury Bond rate for five (5) year maturities which shall be determined and set for each Adjusted
Rate Period on October 1 immediately preceeding the begining of such Adjusted Rate Period.
Adjusted Rate Period means the time period from January 1, 2004 through December 31,2008 and
from January 1,2009 and thereafter.
Interest and the semi-annual priniipal installments due to any holder of Certificates in an
aggregate principal amount of$l,OOO,OOO or more will be paid, upon the request of any such holder
delivered to the Trustee at least five Business Days prior to the due date of such payments, by wire
transfer to am account designated by such holder.
Reference is made to the Trust Indenture, the Installment Sale Agreement, and to all
supplements thereto for a description of the nature and extent of the Trust Estate, the rights, duties and
obligations ofRCPF, the Trustee and Augusta, the rights of the holders of the Certificates, the issuance
of the Certificates, and the terms on which the Certificates are or may be issued and secured, and to all
the provisions of which the holder hereof by the acceptance of this Certificate assents.
Any term used in this Certificate as a defined term but not defined in this Certificate shall have
the meaning assigned to such term in the Trust Indenture or the Installment Sale Agreement.
References herein to the Certificate Payment Fund and the accounts therein shall be to the Certificate
Payment Fund and the accounts therein established under the Trust Indenture.
No r,ecourse shall be had for the payment of the principal of: or interest on this Certificate or for
any claim based hereon or upon any obligation, covenant, or agreement contained herein or in the Trust
Indenture, against any past, present or future member, commissioner, mayor, officer, director, trustee,
agent or employee of the Trustee, RCPF or Augusta, either directly or through the Trustee or RCPF ,
or any memher, commissioner, mayor, officer, director, trustee, agent or employee of any successor of
the Trustee, RCPF or Augusta, either personally or in such capacity under any rule of law or equity,
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statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such
liability of any such member, commissioner, mayor" officer, director, trustee, agent or employee, as
such, is hen:by expressly waived and released as a condition of any consideration for the execution of
the Trust Indenture and the issuance of this Certificate.
It is hereby certified that all conditions, acts and things required to exist, happen and be
performed \mder applicable law and under the Trust Indenture precedent to and in the issuance of this
Certificate, exist, have happened and have been performed, and that the issuance, authentication and
delivery of this Certificate have been duly authorized.
This: Certificate shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Trust Indenture until the certificate of authentication hereon shall have
been duly executed by the Trustee.
The Certificates are subject to extraordinary optional redemption in whole or in part upon the
occurrence of certain events described in Section 5.3 of the Installment Sale Agreement
("Extraordinary Purchase Option") and are otherwise subject to optional redemption ("Voluntary
Purchase Option") as a result of the exercise of certain purchase options of Augusta set forth in Section
4.5(c) of the Installment Sale Agreement from prepayments made by Augusta of Basic Payments (as
defined in the Installment Sale Agreement) and other amounts, on any Interest Payment Date, at the
principal am.ount thereof plus accrued interest to the redemption date,
The Certificates are subject to mandatory redemption in whole, after termination of the
Installment Sale Agreement as a result of an Event of Non-Appropriation or an Event of Default (as
defined in the Installment Sale Agreement). The Trustee shall apply to the payment of the redemption
price any amounts deposited from time to time in the Certificate Payment Fund with respect to which
the Event CtfNon-Appropriation or Event of Default occurred. The Trustee may establish such
additional elates for the payment of portions of the redemption price as may be appropriate, taking into
considerati,:>n the dates when amounts available to pay portions of the redemption price are available.
Amounts available to pay the redemption price may be insufficient, and the holders ofthe Certificates
shall have no recourse for any such insufficiencies. Interest on the Certificates shall cease to accrue on
the date of any such redemption.
Tht: Certificates are subject to mandatory redemption in whole or in part on any Interest
Payment Date from. and to the extent of: amounts deposited in the Redemption Subaccount of the
Principal Account of the Certificate Payment Fund.
Thf~ redemption price for all redemptions shall be equal to the principal amount being redeemed
plus accrued interest to any date on which the Certificates are scheduled to be redeemed.
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If the: Certificates are to be redeemed in part following an Event of Default or an Event of Non-
Appropriation, such redemption shall be proportionate among all Certificates and each of the
Certificates lihall be redeemed by its proportionate share. For each Certificate, "proportionate" means
an amount determined by multiplying the aggregate principal to be redeemed on all the Certificates
times a fraction the numerator of which is the outstanding principal amount of such Certificate and the
denominator of which is the outstanding principal amount of all Certificates.
If the: Certificates are to be redeemed in part pursuant to an Extraordinary Purchase Option or a
Voluntary Option, the Trustee shall prorate the principal amount of Certificates to be redeemed among
all owners in integral multiples of $5,000 in the manner set forth in the Trust Indenture.
In the event the Certificates or portions thereof are called for redemption as aforesaid, notice
thereof identifying the Certificates or portions thereof to be redeemed will be given by the Trustee by
mailing a copy of the redemption notice by first-class mail at least thirty days and not more than sixty
days prior to the date fixed for redemption to the registered owner of each Certificate at his address as
the same shall last appear upon the registration books. Failure to give such notice by mailing to any
Certificateholder or any defect therein, shall not affect the validity of the redemption of any other
Certificates. Upon the giving of notice, if sufficient funds available solely for redemption are on
deposit with the Trustee, the Certificates or portions thereof so called for redemption cease to bear
interest on and after the specified redemption date.
GENERAL PROVISIONS
The term "Business Day" shall mean any day excluding Saturday, Sunday and any day on which
banks in Au,gusta, Georgia or in such other city in which the principal corporate trust office of the
Trustee is lc,cated are authorized by law or other governmental action ~o close.
Interest hereon shall be computed on the basis of a 360-day year of twelve thirty-day months.
Subject to the provisions of the legend set forth at the top of this Certificate and the provisions
of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered owner hereof on
the books kl~pt by the Trustee, in person or by his attorney duly authorized in writing, upon surrender
of this Certificate for transfer at the principal corporate trust office of the Trustee, and upon payment
of the charges and subject to the conditions provided in the Trust Indenture. Upon such transfer a new
Certificate or Certificates for the same aggregate principal amount of Certificates will be issued to the
designated transferee or transferees.
The Trustee may deem and treat the registered owner hereof as the absolute owner hereof
(whether or not this Certificate shall be overdue) for the purpose of receiving payment of: or on
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account of: prilncipal hereof and interest due hereon and for all other purposes, and the Trustee shall
not be affected by any notice to the contrary.
The TIiUstee will not be required to (i) transfer or exchange this Certificate during the period of
fifteen days next preceding any day upon which notice of redemption of such Certificate is to be made
or (ii) transfer or exchange any such Certificate after the giving of notice calling such Certificate for
redemption.
To the extent permitted by, and as provided in, the Trust Indenture, modifications or
amendments of the Trust Indenture or the Installment Sale Agreement, may be made in certain
circumstances by the Trustee and RCPF without the consent of Certificate holder and in other instances
upon the consl~nt in writing of the owners of not less than fifty-one percent in aggregate principal
amount of the Certificates then outstanding.
IN W1TNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC. has
caused this C~:rtificate to be executed in its name and on its behalfby the manual or facsimile signature
of an authorized officer of the Trustee and the corporate seal of the Trustee to be hereunto affixed by
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facsimile or actual impression and attested to by the manual or facsimile signature of an authorized
officer of the Trustee, all as of the year and day first above written.
RICHMOND COUNTY PUBLIC FACILITIES, INC.
CERTIFICATES OF P ARTICIP ATION (AUGUSTA
GOLF COURSE PROJECT), SERIES 1998 TRUST
By: REGIONS BANK,
as Trustee
By:
Its Authorized Officer
Attest:
Its Authorized Officer
[BANK SEAL]
CERTIFICATE OF AUTHENTICATION
This Certificate is one of the Certificates described in the within-mentioned Trust Indenture.
Date of Authentication: July , 1998
Regions Bank,
AS TRUSTEE
By:
Authorized Signatory
FORM OF TRANSFER
FOR V ALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
[please insert name and Social Security or other
identifying number of assignee] the within Certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints attorney, to transfer the within Certificate
on the books kept for registration thereof: with full power of substitution in the premises. The
undersigned ,certifies that it has complied with the restrictions set forth in the investment letter executed
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by the UlIldersigned at the time of its purchase of this Certificate and the legend set forth at the
beginning of this Certificate, and that the transferee has delivered to the Trustee an investment letter in
substantially the same form as executed by the undersigned at the time of its purchase of the
Certificate.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face of
the within Certificate in every particular, without
alteration or enlargement or any change whatever.
Signature Guaranteed By:
[End of Form of Certificate]
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EXlllBIT "C"
STATE OF GEORGIA
RICHMOND COUNTY
WARRANlY DEED
TBJS INSTRUMENT is made as of the 1st day of June, 1998 between AUGUSTA,
GEORGLi\, a consolidated government and a political subdivision of the State of Georgia
("Grantor") and RICHMOND COUNTY PUBLIC FACILITIES, INC., a Georgia non-profit
corporation ("Grantee") (the terms Grantor and Grantee include their respective heirs, legal.
representa1tives, successors and assigns where the context hereof requires or permits).
WJITNESSETH THAT: Grantor, for and in consideration of the sum ofTen and No/IOO
Dollars ($10.00), and other good and valuable consideration, in hand paid at and before the
sealing and delivery of these presents, the receipt, adequacy and sufficiency of which are hereby
acknowledged by Grantor, has granted, bargained, sold, and conveyed, and by these presents does
hereby grant, bargain, sell and convey unto Grantee, the real property described in Exhibit "A"
attached hereto and by this reference incorporated herein (the ''Property'').
TO HA VE AND TO HOLD the above-described tract or parcel ofland, together with all
and singular the rights, members and appurtenances thereof: to the same being, belonging or in
any wise Blppertaining, to the only proper use, benefit, and behoof of Grantee, forever in FEE
SIMPLE.
AND, the Grantor will warrant and forever defend the right and title to the above-
described tract or parcel ofland unto the Grantee against the lawful claims of all persons
whomsoe'ver.
IN WITNESS WHEREOF, Grantor has signed and sealed this instrument the day and
year first above written.
Signed, sealed and delivered in
the presence of:
AUGUSTA, GEORGIA
By:
Unofficial Witness
Its
Mayor
Attest:
Its
Notary Public
Clerk
[SEAL]
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EXHIBIT "A"
WARRANTY DEED
ALL that lot, tract or parcel of land, with any improvements thereon, situate, lying and being In
Augusta-Rlcnmond County, Georgia, lying on the western side of HigWand Avenue, contalnlng 142.00
acres, more or less, and being bounded as follows:
On the North, by the following tracts of land: (1) property of Brickle, Huffman, and Huffman,
and property of Samples, which property is shown as a consolidated tract of land on a plat recorded the
Office of the: Clerk of Superior Court of Richmond County, Georgia, in Realty Book 11 U, page 319 (the
-Brickle Property-); and (2) by property of Augusta-Richmond County, Georgia known as the -Daniel
Field Airpolt- , and as shown on a plat dated February 28, 1987, prepared by James G. Swift & Associates
which is recorded In Realty Reel 411, pages 1759-1764, in said Clerk's Office (the -Airport Property-).
On the East, by the Airport Property and by the right-of-way of HigWand Avenue.
On: the South, by the right-of-way of Damascus Road; and
On the West, by the following tracts of land: (1) property of Garren and Nordmann, as shown
on that certain plat dated February 26, 1987, prepared by George L. Godman and recorded in Realty Reel
259, page 1729, in said Clerk's Office; (2) property of Donahue which is shown on a plat dated April 17,
1989, prepued by James G. Swift & Associates and recorded in Realty Reel 310, pages 2253-2254, in said
Clerk's Office; (3) property of Donahue which is shown on a plat dated February 2, 1989, prepared "by
George L. Godman & Associates and recorded in Realty Reel 305, page 1439, in said Clerk's Office;
(4) property of Charon Enterprises, Inc., acquired by deed dated May 9, 1995, and recorded in Realty Reel
490, pages 1414-1415, in said Clerk's Office, which is a part of the property depicted on that certain plat
dated Nov(~mber 26, 1968, last revised December 18, 1974, prepared by Baldwin & Cranston Associates,
Inc. and re(:Orded in Realty Reel 43, pages 1544-1546, in said Clerk's Office;(5) property of Augusta-
Richmond County, Georgia acquired by deed dated AugUst 4, 1994, and recorded in Realty Reel 467,
pages 37()"372, in said Clerk's Office, and shown on that certain plat recorded in Realty Book 17B, page
409, in &aid Clerk's Office; and (6) the Brickle Property. .
REFERENCE is hereby made to the recorded plats and deeds referenced above for a more
complete flDd accurate.description as to the metes, bounds and location of the subject property.
TIm subject property is currently designated as Parcel 2.01 on T~ Map 56-1 of the tax records
of Augusti-Richmond County, Georgia.
SAID property is conveyed subject to the right-of-way of Old Camp Road which bisects the subject
property in a general north-south direction.
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CLERK'SCERTDnCATE
STATE OF GEORGIA
RICHM4)ND COUNTY
The undersigned Clerk of the Augusta-Richmond County Commission, hereby certifies
that the foregoing pages of typewritten matter constitute a true and correct copy of the resolution
adopted by the governing body of Augusta, Georgia in a meeting duly assembled and open to the
public in l;ompliance with O.C.G.A. ~50-14-1, at which a quorum was present and acting
throughout, adopted June 16, 198, the original of which resolution has been duly recorded in the
minute book of Augusta, which is in my custody and control.
GIVEN THIS 16th day of June, 1998.
~~Q{~commiSSion
[SEAL]
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CLOSING CERTIFICATE
OF AUGUSTA, GEORGIA
I HEREBY CERTIFY that I am the Mayor of Augusta, Georgia (the "City"), and I
HEREBY CERTIFY on behalf of the City, as follows: ..
1 , The City is a body politic and corporate and a political subdivision of the State of
Georgia, duly organized and validly existing under the Constitution and laws of the State of
Georgia -with full power to execute, deliver and perform its obligations under the Public Purpose
Installment Sale Agreement, dated as of June 1, 1998.(the "Sale Agreement"), between Richmond
County Public Facilities, Inc. ("RCPF") and the City relating to $1,705,000 in aggregate'principal
amount of Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf
Course ITOject), Series 1998 (the "Certificates"). All capitalized terms not otherwise defined
herein shall have the meanings set forth in the Sale Agreement.
2. As of the date hereof: (a) the representations and warranties of the City contained
in the SaleAgreement and in the Warranty Deed fro.m the City to RCPF conveying the Augusta _
- .~~ ---'c...-'- GolfCourse-(collectively.the "City Documents") are true and correct in all materiatrespeGts-;.(b)___
all obligations required under or specified in the-City Documents to be p~rfonned by the City by
the date hereof have been performed, (c) the resolution adopted by the City on June 16, 1998
authoriziing the execution of the Sale Agreement and consenting to the issuance of the Certificates
has been duly adopted by the City, is in full force and effect and has not been amended, modified
or suppk~mented, (d) the City is in compliance in all respects with all the covenants, agreements,
provisiollls and conditions contained in the Sale Agreement and the other City Documents which
are to have been performed and complied with on or before the date hereof.
3. The financial statements of the City as of December 31, 1997, and for the year
then end:ed, are complete and correct and present fairly the financial position of the City as of such
date and, the results of operations and changes of financial position for the periods specified
therein Ilnd such financial statements have been prepared in conformity with generally accepted
accounting principles consistently applied throughout the periods presented. Since the date of
said financial statements there has not been any material adverse change in the operations,
properties, financial position, or results of operations of the City, whether or not arising from
transactions in the ordinary course of business, other than as previously descnoed in writing to
Regions Bank, and except in the ordinary course of business, the City has not suffered or incurred
any material liability, other than as previously disclosed in writing to Regions Bank.
4. The City is governed by a Mayor and Commission who have been duly elected in
accordance with the Constitution and laws of the State of Georgia and whose names are listed
below:
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Larry E. Sconyers
Lee Beard
Freddie Lee Handy
Stephen E. Shepard
Moses Todd
Henry H. Brigham
James B. Powell
Jerry Brigham
Ulmer Bridges
William Mays ill
Bill Kuhlke, Jr.
Mayor
Mayor Pro Tem
Commission Member
Commission Member
Commission Member
Commission Member
Commission Member
Commission Member
Commission Member
Commission Member
Commission Member
Witness my hand this ~noL day of July, 1998..
&~
TIllIlIoounItnl '"/O'#td at
~p
I HEREBY CERTIFY that the signature of the Mayor of the City hereinbefore subscribed
is true and genuine.
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RICHMOND COUN'IY PUBLIC FACILITIES, INC.
CERTIFICATES OF PARTICIPATION
(AUGUSTA GOLF COURSE PROJECI'), SERIES 1998
Installment Payments to be Made by Augusta, Georgia
(the "City") to Richmond County Public Facilities, Inc. ("RCPF')
Pursuant to a Public Purpose Installment Sale Agreement
Dated as of June 1, 1998 Between RCPF and the City
..
NON-ARBITRAGE CERTIFICATE
The undersigned Mayor of Augusta, Georgia, a body politic and corporate and a political
subdivision of the State of Georgia (the "City"), being duly charged with other officers of the City
by a resolution adopted by the City on June 16, 1998 (the "Resolution'!), with the responsibility of
authorizing and requesting the execution and delivery on the date hereof of a Public Purpose
_; .~sta11m.e[tt Sale Agreement, dated.as oR~ne 1, 19S9..,(the '''Installment Sale.Agreement"),..h~d _._
between Richmond. COUilty Public Faciliti@l'..,!.~~, as Sel!er ("RCPF"), and the City, as Purchaser, - ~
~ ~---which L'lS'lallment Sale Agreement and the Installment Payments to be 'made thereunder-have been _'_.
assigned to Regions Bank, as trustee (the "Trustee"), under the terms of a Trust Indenture, dated
as of June: 1, 1998 (the "Trust Indenture"), between RCPF and the Trustee, DOES HEREBY
CERTIFY, pursuant to Section 148 of the Internal Revenue Code of 1986 (the "Code") and the
Treasury Regulations thereunder as follows:
1. The Installment Sale Agreement is being entered into in order to carry out RCPFs
program of acquiring property to be purchased by the City as a part ofRCPF's program to
provide needed facilities to the City and to thereby assist the City in carrying out its governmental
purposes. Under the terms of the Trust Indenture, the Trustee shall issue, and RCPF shall sell,
Richmond County Public Facilities, Inc. Certificates of Participation (Augusta Golf Course
Project) Series 1998 (the "Certificates") representing fractional undivided interests in the
Installment Payments to be made by the City under the terms of the Installment Sale Agreement.
The proC4~s of the Certificates are being used (a) to acquire, construct and install certain
improvements to the Augusta Golf Course and (b) to pay certain costs of issuance in connection
with the Certificates.
AU capitalized terms not otherwise defined herein shall have the meanings ascribed to
them under the Trust Indenture.
2. On the basis of the facts, estimates and circumstances in existence on the date
hereof: I reasonably expect the following with respect to the Installment Sale Agreement and the
use of the proceeds thereo~
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(a) The total proceeds of $1,705,000 to be derived by the City from the sale of
th.e Certificates which are to be sold at par, are expected to be needed and fully expended
CUI follows:
(i) $1,670,900.00 will be deposited in the Project Fund and will be
expended to pay the estimated costs of acquiring, constructing and installing the
Project (including $34,820.45 pre-sale costs to be paid to the City as
reimbursement for Project costs expended prior to closing) in accordance with the
Installment Sale Agreement;
(ii) $34,100.00 will be used to pay costs of issuance of the Cettificates;
- (b) The total proceeds to be made available to the City from the sale of the
Certificates, together with anticipated investment earnings of$36,800.00, do not
exceed the total amount necessary for the purposes described above.
3 . RCPF and the City intend to use the proceeds of the Certificates to acquire,
- construct fLTld install the Projeet. The Gitj'. does-not-expect to-sel.Lor...othenvis.e..d.i.sp.os..e of the
. c Project-prior to the-ci>.-piration cfthe.term of.the.Installment Sale Agreement. -~
....-. ..--:.......-
4. Binding contracts or commitments obligating the expenditure toward the cost of
the Project of not less than five percent of the net sale proceeds of the Certificates will be entered
into by the City within six months of the date hereof All proceeds made available to the City
from the sale of the Certificates and deposited in the Project Account will be expended on the
Project within three years from the date hereof The acquisition and construction of the Project
will proceed with due diligence until completion.
5. (a) The Trust Indenture creates and establishes the following funds and
accounts with respect to the Installment Sale Agreement:
(i) Project Fund;
(ii) Certificate Payment Fund;
(A) Interest Account; and
(B) Principal Account, and within such account a Payment
Subaccount and a Redemption Subaccount; and
(iii) Administrative Expense Payment Fund.
(b) The proceeds derived from the sale of the Certificates will be held in the
Project Fund until such proceeds are used to pay costs of issuance and to finance the costs
associated with the Project. Following the earlier of the third anniversary of the date of
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the City's execution of the Installment Sale Agreement or the delivery of a Completion
~:rtificate under the terms of the Installment Sale Agreement, investment of any amounts
remaining in the Project Fund shall be restricted to an investment yield not in excess of the
yidd on the Installment Sale Agreement and the Certificates, unless the City shall furnish
the Trustee with an opinion of Bond Counsel that such yield restriction is not required.
Yield shall be determined as required in Section 148 of the Code. ..
( c) The Trustee shall disburse such amounts in the Administrative Expense
Payment Fund to the persons entitled to such amounts pursuant to the bills submitted in
accordance with the Trust Indenture.
(d) The Certificate Payment Fund will be used primarily to' achieve a proper
matching of revenues from the Installment Payments made by the City within each
In:rtallment Sale Year and the payments due on the Certificates. Amounts deposited in the
O:rtificate Payment Fund will be depleted at least once a year except for a reasonable
carryover amount, if any, which will not exceed the greater of (i) one year's earnings on
such fund, or (ii) 1/12 of the annual Installment Payments.
- - ---- . -~. 6. -- Other than the Certificate Payment Fund,_there are. no.fimds~r-aooounts.ofthe.-_
City or RCPF established pursuant toi:he TrusHndenture,...the-Installment Sale Agreement or
otherwise, that are reasonably expected to be used for Installment Payments or that are pledged as
collateral for the Installment Sale Agreement and for which there is a reasonable assurance that
amounts on deposit therein will be available for Installment Payments with respect to the
Installment Sale Agreement if the City encounters financial difficulties.
7. The proceeds derived from the sale of the Certificates and the amounts on deposit
in the afolrementioned funds and accounts may be invested as follows:
(a) Proceeds derived from the sale of the Certificates and deposited in the
Project Fund to be expended to pay for the costs associated with the Project may be
invested at an unrestricted yield until expended, for a period not to exceed three years
from the date hereof;
(b) Investment earnings on obligations acquired with amounts described in
subparagraph (a) may be invested at an unrestricted yield for a period not to exceed three
ye:ars from the date hereof or one year from the date of receipt, whichever period is
longer;
(c) Amounts deposited in the Certificate Payment Fund may be invested at an
unrestricted yield for a period not in excess of thirteen months from the date of deposit of
StJlch amounts in such fund, and earnings on such amounts retained in such fund may be
invested at an unrestricted yield for a period of one year from the date of receipt;.
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(d) Amounts described in subparagraphs (a) through (c) that may not be
invested at an unrestricted yield pursuant to such subparagraph may be invested at an
unrestricted yield to the extent that such amounts do not exceed the lesser offive percent
of the Installment Sale Amount or $100,000 (the "Minor Portion"); and
(e) Amounts described in subparagraph (d) that may not be invested at In
unrestricted yield pursuant to such subparagraph will either (A) not be invested at yield in
ex,ccss of the yield on the Installment Sale Agreement, or (B) will be invested in Tax
Exempt Obligations.
8. For purposes of this Certificate, the term fiyield" means that discount rate which,
when used in computing the present worth of all payments to be paid on an obligation, produces
an amount equal to the purchase price of such obligation. The yield on obligations acquired with
amounts described in paragraph 7 and the yield on the Installment Sale Agreement shall be
calculated. by the use of the same frequency interval of compounding interest. For purpose of
calculating yield, the purchase price of the Installment Sale Agreement is the Installment Sale
Amount.
9. No portion of the proceeds ofthe Certificates-vlill-be-used..a8 a seestitute for-<<her
funds that: were otherwise to be used ~ a. SOllr..ce of financing for any portion of the cost of the
Project and that have been or will be used to acquire directly or indirectly securities or obligations
producing a yield in excess of the yield on the Installment Sale Agreement.
10. No other obligations of the City (or parties related to the City) will be issued or
entered into at substantially the same time as the Installment Sale Agreement, sold pursuant to a
common plan of financing with the Installment Sale Agreement, and will be paid out of
substantially the same source of funds (or will have substantially the same claim to be paid out of
substantially the same source of funds) as the Installment Sale Agreement.
11. The City has not received notice that its arbitrage certificate may not be relied
upon with respect to its issues and has not been advised that the Commissioner of Internal
Revenue has listed or is contemplating listing the City as a governmental unit whose arbitrage
certificate may not be relied upon.
12. No proceeds of the Certificates will be invested in nonpurpose investments, as
defined in Section 148(f)(6)(A) of the Code, with a guaranteed yield for a period of four years or
more.
13. The City, in Section 2.1(f) of the Installment Sale Agreement, has covenanted not
to take or permit, or omit to take or cause to be taken, any action which would adversely affect
the exclusion from gross income for federal tax purposes of the interest portion of the Installment
Payments. Accordingly, the City will not take any action or instruct anyone to take any action
which will cause the Installment Sale Agreement to constitute an "arbitrage bond" within the
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meaning ojfSection 148 of the Code or a "private activity bond" within the meaning of Section
141 of the Code and any Treasury Regulations promulgated under either Section.
14. Moneys appropriated for the payment of amounts under the Installment Sale
Agreement will be paid from the CitYs general fund and will not be pledged for the Installment
Sale Agr~:ment or be otherwise separately identified or accounted for.
15. The Project is not expected to be used in any trade or business (as defined in
Treasury Regulation Section 1.1 03-7(b )(3) or any successor provision thereto) of any person
other than a governmental unit.
16. No portion of any payment to be made under the Installment Sale Agreement is
(under the terms of the Installment Sale Agreement or pursuant to any underlying arrangement)
directly or indirectly (1) secured by any interest in property used or to be used in any trade or
business of a person other than a governmental unit, or payments with respect to such property,
or (2) to be derived from payments (whether or not to the City) in respect of property or
borrowed money used or to be used in the trade or business of any person other than a
governmental unit.
17. The aggregate face amount of all tax-exempt obligations (including the Installment
Sale Agreement), other than private activity bonds as defined in Section 141 of the Code, issued
by the City, taken together with all other entities required to be aggregated with the City by
Section l48(f)(4)(D)(ii) of the Code is not reasonably expected to exceed $5,000,000 in the
calendar Yl~ in which the Installment Sale Agreement is executed and delivered. The City
therefore ~:xpects that it will be exempt from the rebate obligation imposed by Section
l48(F)(4)(D)(i) of the Code.
18. The useful life of the Project extends at least to the final maturity date of the
Certificates.
19. The Project is to be used as part of the governmental purposes of the City.
To the best of my knowledge, information and belief: the above expectations are
reasonable.
WiITNESS my hand this ~~ day of July, 1998.
TIllI cIocumtnllPOroYtd u
~~;pn
y ate
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DESIGNATION OF AUTHORIZED AUGUSTA REPRESENTATIVES
Th,e undersigned, Mayor of Augusta, Georgia ("Augusta") designates the persons listed
below, any of whom may act as the Authorized Augusta Representative under the Public Purpose
Installment Sale Agreement dated as of June 1, 1998 between Richmond County Public Facilities,
Inc. ("RCPF') and Augusta and under the Trust Indenture dated as of June 1, 1998, by and
between RCPF and Regions Bank, Birmingham, Alabama, as Trustee (the "Indenture"), and
certifies that the signatures set opposite their respective names are their true and genuine
signatures.
~
Larry E. Sconyers
Charles R Oliver
EaGh of the above-named persons shall serve in such capacity until such time as a
successor :;hall have been appointed and written notice of such appointment delivered to Regions
Bank and RCPF.
~- ~f
~(SE4)' ",'-,
.. :- .". . .~-
_ Dated:.j~~~-)~ :1~98
~
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OFFICER'S CERTIFICATE OF TIIE TRUSTEE
Richmond County Public Facilities, Inc.
Augusta, Georgia
Augusta, Georgia
Augusta, Georgia
Hull, Towill, Norman & Barrett
Augusta, Georgia
RH~: SI,705,000 Richmond County Public Facilities, IDe. Certificates of
Participation (Augusta Golf Course Project) Series 1998 (the "Certificates")
To the Addressees:
The undersigned on behalf of Regions Bank, as trustee (the "Trustee") under the Trust
Indenture dated as of June 1, 1998 between the Richmond County Public Facilities, Inc., a
nonprofit corporation organized under the laws of the State of Georgia (''RCPF') and Regions
Bank (the: "Indenture") securing the Certificates, HEREBY CERTIFIES, as follows:
1. The Trustee has received the documents specified in Section 2.07 of the Indenture.
2. The Indenture has been executed and delivered by RCPF and has been accepted by
the Trustee. The Indenture was executed and attested on behalf of the Trustee by .
.~~~~
TItle: eoRPORATE TRUST MANAGER
Type Name: Ray, D. BIRDWELL
C7~~~~ ~~. vI~~
Title: ~ssrSTANT"SE;G.eETARY:.... '~H'
Type Name: PATRICIA W. WILKES
who, at the time of affixing their signatures, were and still are the officers of the Trustee as
indicated by the titles under their signatures, and said officers were and are authorized to execute,
attest and: deliver said agreements and accept the trusts contained therein on behalf of the Trustee
and the signatures set forth above are their genuine signatures.
3. Under the applicable laws of the United States of America and of the State of
Georgia, the Trustee is authorized and qualified to accept the trusts imposed by the Indenture and
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to act as trustee thereunder. The Trustee has taken all necessary corporate action to authorize the
acceptanc:e of the Indenture and to authorize execution and authentication of the Certificates.
4. The Trustee, pursuant to Section 2.06 of the Indenture, has, pursuant to the
Authentication Request ofRCPF dated the date hereof: authenticated all of the Certificates (as
described on Schedule "A" attached hereto and by this reference thereto made a part hereof) and
delivered them to the registered holders thereof upon receipt of the sum of$1,705,000.
5. The proceeds from the sale of the Certificates have been deposited on the date
hereof in the "Project Fund" (as defined in the Indenture) or used to pay issuance costs in
accordanl:;e with Section 3.03 of the Indenture.
GIVEN this ~"'^- day of July, 1998.
REGIONS BANK
By:
--7 /? /7 "'
/~ (~~Y?--~---C--<-
Title: SENIOR VICE PRESIDENT
CORPORATE TRUST MANAGER
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LAW OFFICES
BURNSIDE, WALL, DANIEL, ELLISON & REVELL
THOMAS R. BURN!;IDE, ..JR., P.C.
..JAMES B. WALL, P.C.
..JAM ES W. ELLISO~I
HARRY O. REVELL
THOMAS R. BURN!;IOE, III
LORI S. O'ALESSIC'
A PARTNERSHIP INCLUDING PROFfl:SSIONAL CORPORATIONS
P. O. BOX 2125
OFFICE
454 GREEN E STREET
AUGUSTA, GEORGIA 30903
(706) 722-0768
TELECOPI ER (706) 722-5984
ROBERT C. OANIEL, ..JR.
( 1943-1993)
July 2, 1998
Richmond County Public Facilities, Inc.
Augusta, Georgia
Regions Bank
Augusta, Georgia
Hull, Towill, Norman & Barrett
Augusta, Georgia
Re: $1,705,000 Richmond County Public Facilities, Inc.
Certificates of Participation (Augusta Golf Course Project), Series 1998
(the "Certificates")
To the Addressees:
I am counsel to Richmond County Public Facilities, Inc. ("RCPF") and have acted as
counsel to RCPF in connection with the issuance on the date hereof of the above-captioned
Certificates. In such capacity, I have examined the Constitution and laws of the State of
Georgia, and such other documents, certificates, instruments, and records of RCPF and of
public officials, as I have deemed necessary in order to render this opinion.
All capitalized terms used herein and not otherwise defined herein shall have the
meaning set forth in the Public Purpose Installment Sale Agreement between RCPF, as seller,
and Augusta, Georgia (the "City"), as buyer, dated as of June 1, 1998 (the "Installment Sale
Agreemelllt") .
Based upon the foregoing, I am of the opinion that:
1. RCPF is a non-profit corporation organized and existing under the laws of the
State of Georgia, and has the corporate power and authority to issue, sell, and deliver the
Certificates, to execute and deliver the Trust Indenture, the Installment Sale Agreement, the
Security Deed and the Reverter Deed (collectively, the "RCPF Documents").
2. The Certificates and the RCPF Documents have been duly and validly
authorized, executed, and delivered by and on behalf of RCPF and are legal, valid, and
BURNSIDE, WALL, DANIEL~LLISON & REVELL
.
Page 2
July 2, 1998
binding obligations of RCPF, enforceable in accordance with their respective terms, except as
the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforcement of creditors' rights generally and principles of
equity applicable to the availability of specific performance or other equitable relief.
3. To the best of my knowledge, there is no action, suit, proceeding, inquiry, or
investigation at law or in equity before or by any court, governmental authority, arbitration
board, or tribunal, pending or threatened against or affecting RCPF, challenging the existence
or powers of RCPF or the titles of the present officers of RCPF to their offices or wherein an
unfavorahle decision, ruling or finding would have an adverse affect upon the existence or
powers of RCPF, the validity or enforceability of the Certificates or RCPF Documents or
restraining or enjoining the issuance, sale or delivery of the Certificates.
4. The execution and delivery by RCPF of the RCPF Documents and the
compliance with the provisions thereof, do not and will not conflict with or constitute on the
part of RCPF a violation of, breach of, or default under (i) the articles of incorporation or the
by-laws of RCPF, (ii) any constitutional provision, statute or law, or, to the best of my
knowledge, any indenture, mortgage, lease, resolution, note agreement, or other agreement or
instrumem to which RCPF is a party or by which RCPF or any of its properties is bound, or
(iii) any o:rder, rule, or regulation of any court or governmental agency or body having
jurisdiction over RCPF or any of its activities or properties.
5. All consents, approvals, authorizations and orders of any court or governmental
or regulatory bodies that are required to be obtained by RCPF as of the date hereof in
connection with the issuance, sale, and delivery of the Certificates, the execution, delivery,
and perfOImance on the part of RCPF of the RCPF Documents and the consummation by the
Association of the transactions contemplated on its part by the foregoing documents have been
duly obtained and remain in full force and effect.
6. To the best of my knowledge, RCPF is not in default in any material respect
under any agreement or other instrument to which it is a party or by which it is bound.
Very truly yours,
Wtd/
J mes B. Wall
ounsel to Richmond County Public
Facilities, Inc.
.
.
AUGUSTA-RICHMOND COUNTY COMMISSION
LARRY E. SCONYERS
Mayor
ROOM 801 MUNICIPAL BLDG. (11)
AUGUSTA, GEORGIA 30911
Bus. (706) 821-2488
Fax No. (706) 722-5984
ULMER BRIlXiES
JERRY BRIGHAM
HENRY H. BRIGHAM
FREDDIE L HANDY
WILLIAM B. KUHLKE. JR.
WM. "WILllE" H. MAYS. III
J. B. POWELL
STEPHEN E. SHEPARD
MOSES TODD
LEE BEARD
Mayor Pro Tem
July 2, 1998
CHARLES R OUVER. P E. CPA
Administrator
JAMES B. WALL
Attorney
Augusta, Georgia
Augusta, Georgia
Reply 10:
P.O. BOX 2125
Augusta. GA. 30903
Regions Bank
Augusta, Georgia
Hull, Towill, Norman & Barrett
Augusta, Georgia
Re: $1,705,000 Richmond County Public Facilities, Inc.
Certificates of Participation (Augusta Golf Course Project),
Series 1998 (the "Certificates")
To the Addressees:
I have acted as Counsel to Augusta, Georgia (the "City"), in connection with the execution and
delivery of the Public Purpose Installment Sale Agreement, dated as of June 1, 1998 (the "Installment
Sale Agreement"), between Richmond County Public Facilities, Inc. ("RCPF") and the City, relating to
the above-captioned Certificates. All capitalized terms used herein and not otherwise defined herein
shall have the meanings set forth in the Installment Sale Agreement. I have examined the Installment
Sale Agreement, the resolution adopted by the City on June 16, 1998 (the "Certificate Resolution"),
and such other documents, certificates, and records as I have deemed necessary in order to render the
opinions hereinafter expressed.
Base:d upon such examination, I am of the opinion that:
1. The City is a body politic and corporate and a political subdivision of the State of
Georgia, duly created and validly existing, and has all requisite power and authority to adopt the
Certificate Resolution, to execute and deliver the Installment Sale Agreement and the warranty deed
from the Ci':y to RCPF conveying the Augusta Golf Course Property dated as of June I, 1998 (the
"Warranty Deed") and perform its obligations thereunder. The Certificate Resolution has been duly
adopted by the City and is full force and effect.
2. The City has duly authorized, executed, and delivered the Installment Sale
Agreement and the Warranty Deed and said documents are legal, valid, and binding obligations of
the City, enforceable in accordance with their respective terms, except as the enforceability thereof
may be lim:ited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the
.
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July 2, 1998
enforcement of creditors' rights generally and principles of equity applicable to the availability of
specific performance or other equitable relief.
3. The adoption of the Certificate Resolution and the execution and delivery of the
Installment Sale Agreement and the Warranty Deed by the City and the compliance with the
provisions cof the Installment Sale Agreement and the Warranty Deed by the City under the
circumstances contemplated thereby, do not and will not conflict with or constitute on the part of the
City a viola":ion of, a breach of, or a default under any constitutional provision, statute, law or, to the
best of my knowledge, any indenture, mortgage, lease, resolution, note agreement, or other
agreement (ir instrument to which the City is a party or by which the City is bound, or any order,
rule, or regulation of any court or governmental agency or body having jurisdiction over the City or
over any of its activities or properties.
4. All consents, approvals, authorizations, and orders of any court or of any
governmental or regulatory bodies that are required to be obtained by the City in connection with the
execution, delivery and performance of the Installment Sale Agreement and the Warranty Deed and
the consum::nation by the City of the transactions contemplated on its part by the Installment Sale
Agreement and the Warranty Deed have been duly obtained and remain in full force and effect.
5. There are no actions, proceedings, suits, inquiries, or investigations, at law or in
equity, befNe or by any court, public board or body, pending, or to the best of our knowledge,
threatened against, or affecting the City (nor to the best of my knowledge, is there any meritorious
basis therefor) wherein an unfavorable decision, ruling, or finding would have (i) a material and
adverse effect on the financial position of the City or the transactions contemplated on the part of the
City by the Installment Sale Agreement or the Warranty Deed or (ii) an adverse effect on the validity
or enforcea"Jility of the Installment Sale Agreement or the Warranty Deed or the existence or powers
of the City or the titles of the Mayor and the Augusta-Richmond County Commission to their
respective offices.
Very truly yours,
.
.
LAW OFFICES
HULL, TOWILL, NORMAN & BARRETT
WM. HALE BARRETT
LAWTON JORDAN. _ R.
PATRICK J. RICE
DOUGLAS D. BATCH~LOR. JR..
DAVID E. HUDSON
WILLIAM F. HAMMOND
MARK S. BURGREEN"
GEORGE R. HALLoo
JAMES B. ELLINGTON
F. MICHAEL TAYLOR".
WILLIAM J. KEOGH II
EDWARD J. TARVER
J. NOEL SCHWEERS III"
SUSAN D. BARRETT
R. E. HANNA. III"
TIMOTHY E. MOSES".
N. SHANNON GENTRY
FRANK C. MCCRYSTLE 11100.
CHARLES H. WEIGLE:
A PROFESSIONAL CORPORATION
ROBERT C. NORMAN
(RETIREDI
PO. BOX 1564
JOHN BELL TOWILL
I~07 -1991
AUGUSTA. GEORGIA 30903-1564
OFFICE
SUN TRUST BANK BUILDING
BOI BROAD STREET
SEVENTH FLOOR
AUGUSTA. GEORGIA 30901
July 2, 1998
TELEPHONE 17061 722-44BI
TELECOPIER 17061 722-9779
EMAIL HULLFIRM@GROUPZ.NET
-{ALSO FL AND S.CJ
..IALSO S.C.l
...(MD ONLY)
Regions JBan.k:, as Trustee
under a Trust Indenture, dated
~,of June 1, 1998, between
Rregions Bank, as Trustee
and Richmond County Public
Facilities, Inc.
Augusta, Georgia
R~.
I".
$1,705,000 Richmond County Public Facilities, Inc. Certificates of
Participation (Augusta Golf Course Project) Series 1998 (the "Certificates")
To the A,ddressee:
'We have acted as Bond Counsel for the purpose of delivering this opinion in connection
with the j,ssuance and delivery of the Certificates by Richmond County Public Facilities, Inc.
pursuant to a Trust Indenture, dated as of June 1, 1998 (the "Trust Indenture"), between
Richmond County Public Facilities, Inc., a Georgia non-profit corporation ("RCPF"), and
Regions Banle, as Trustee (the "Trustee"). The Certificates relate to and represent a
proportionate interest in the obligations of Augusta, Georgia (the "City") to make certain
installment payments (the "Installment Payments") pursuant to a Public Purpose Installment
Sale Agreement, dated as of June 1, 1998, between RCPF and the City (the "Installment Sale
Agreement").
The Installment Sale Agreement has an initial stated term ending June 30, 2013, subject
to the Cily's right to terminate the Installment Sale Agreement upon the end of each calendar
year due to an Event of Non-Appropriation (defined in the Installment Sale Agreement), prior
to the yecrr 2013 and the right to prepay its obligations under the Installment Sale Agreement
on any Interest Payment Date.
.
.
HULL. TOWILL, I\JORMAN & BARRETT
July 2, 1998
Page -2-
The Installment Payments include portions designated as interest as provided in the
Installment Sale Agreement. The Installment Sale Agreement does not constitute a mandatory
payment obligation of the City beyond the current calendar year for which the Installment
Paymenti have been appropriated and shall not constitute or give rise to a pledge of the faith,
credit and taxing power, or a debt or a general obligation of the City, within the meaning of
any constitutional or statutory limitation. The City is not a party to either the Trust Indenture
or the Certificates.
The Trustee has no obligation or liability under the Certificates or the Trust Indenture
for the payment of principal of, premium, if any, and interest on the Certificates, except from
amounts on deposit with the Trustee for such purposes pursuant to the Trust Indenture. The
Certificates are subject to redemption prior to maturity as set forth in the Trust Indenture.
In our capacity as Bond Counsel, we have examined (i) executed counterparts of the
Installment Sale Agreement and the Trust Indenture, (ii) the form of the Certificates, (ill)
certain o,ther certificates and documents submitted to us by or on behalf of the City, RCPF,
and the Trustee which are included in the closing transcript for the Certificates. Further, we
have made such examination of the Constitution and laws of the State of Georgia as we have
deemed necessary in order to deliver this opinion.
In our examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, and conformity to original
documents of all documents submitted to us as certified or photostatic copies. As to various
questions of fact material to our opinions we have relied solely upon the representations of
RCPF and the City contained in the Trust Indenture and the Installment Sale Agreement and
upon certifications of officers or other representatives of RCPF and the City contained in the
Trust Indenture and the Installment Sale Agreement.
As to the due authorization, execution, and delivery of the Installment Sale Agreement,
we have relied solely upon an opinion of counsel for the City of even date herewith. We also
have relied upon the opinion of even date herewith of Counsel to RCPF with respect to the
authorization, execution, delivery, and enforceability of the Installment Sale Agreement and
the Tru~:t Indenture by RCPF.
In rendering the opinion as set forth in Paragraph 4 below, we have relied upon
representations, certifications and covenants of the City with respect to the use of the proceeds
made available under the Installment Sale Agreement and the Project (defmed in the
Installment Sale Agreement) being financed thereby, without undertaking to verify the same by
independent investigation.
..
.
HULL, TOWILL. NORMAN & BARRETT
July 2, 1998
Page -3-
The City has designated the Installment Sale Agreement as a "qualified tax-exempt
obligation" for the purposes of Section 265(b)(3) of the Internal Revenue Code of 1986 (the
"Code").
Based upon and subject to the foregoing, it is our opinion that:
1 . The Installment Sale Agreement constitutes the valid and binding obligation of
the City ,and RCPF, enforceable in accordance with its terms; provided, however, no opinion
is expressed with respect to the enforceability of any of the indemnification or similar
provisions in the Installment Sale Agreement. It is noted, however, that the obligations of the
Installmmt Sale Agreement are payable by the City only out of annually appropriated revenues
of the City and that the Installment Sale Agreement may be terminated by the City on an
annual basis.
2, The Trust Indenture has been duly authorized, executed, and delivered and its
valid and. binding upon the Trustee and RCPF.
3, The Certificates have been duly authorized, executed and delivered and
evidence valid and binding proportionate interests in, and right to receive payments of,
Installment Payments, enforceable in accordance with their terms.
4.. The portion of the Installment Payments payable by the City under the
Installment Sale Agreement which is designated as interest, as provided in the Installment Sale
Agreement, to the extent received by the Trustee from or on behalf of the City, is excludable
from gross income for federal income tax purposes under the Code and is not an item of tax
preference for the purposes of computing the federal alternative minimum tax imposed on
individuals and corporations; it should be noted, however, that, for the purpose of computing
the alternative minimum tax imposed on corporations (as defined for federal income tax
purposes), such interest is taken into account in determining adjusted net book income. The
opinions set forth in the preceding sentence are subject to the condition that the City comply
with all requirements of the Code that must be satisfied subsequent to the City's execution of
the Installment Sale Agreement in order that the portion of the Installment Payments which is
designated as interest be, and continue to be, excluded from gross income for federal income
tax purposes. The City has covenanted to comply with each such requirement. Failure to
comply with certain of such requirements may cause the inclusion of that portion of the
Installment Payments which is designated as interest to be included in gross income for federal
income tlX purposes retroactively to the date of issuance of the Certificates. We express no
opinion regarding other federal tax consequences arising with respect to the Certificates, and
we express no opinion as to the tax exemption, state or federal, of the amounts paid by any
party other than the City after the expiration or the termination of the Installment Sale
.
.
HUll. TOWilL. I-.JORMAN & BARRETT
July 2, 1998
Page -4-
Agreement upon the occurrence of an Event of Default or Event of Non-Appropriation
thereunde:r (as defined in the Installment Sale Agreement).
The rights of the owners of the Certificates and the enforceability of the Installment
Sale Agrt:ement, the Trust Indenture, and the Certificates may be subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors' rights
heretofore or hereafter enacted and that their enforcement may also be subject to the exercise
of judicial discretion in appropriate cases, and our opinions herein are qualified by reference to
such limi1tations.
The opinion is delivered on the date hereof and is based upon the facts represented and
the law a:i of the date hereof. No undertaking is made to amend, supplement or otherwise
change this opinion based upon any event or change in circumstances or laws subsequent to the
date hereof.
Very truly yours,
HULL, TOWILL, NORMAN & BARRETT
By: 'V ~ ~cJ2J, 0 _____
~
'\
.
.
INVESTMENT LETTER
July 2, 1998
Richmol1d County Public Facilities, Inc.
c/o Mr. Jrames B. Wall
454 Greene Street
Augusta" Georgia 30901
Augusla;, Georgia
City-County Building
- 530 GrCl~ne Street
August3:. Georgia 30901
Regions Bank, as Trustee
Corporate Trust Department
Sixth Floor
417 North 20th Street
Birmingham, Alabama 35203
Re: $1,705,000 Richmond County Public Facilities, IDe. Certificate of
Partnership (Augusta Golf Course Project) Series 1998 (the "Certificates")
Gentlemen:
In consideration of the sale to the undersigned of a Certificate and in consideration of
Augusta, Georgia ("Augusta") providing the source and the security for the payment of the
Certificate, the undersigned hereby represents, warrants, covenants, and agrees as follows:
jt. The undersigned is an "accredited investor" as defined in Section 2(15) of the
Securitil~ Act of 1933, as amended (the "1933 Act").
2. The undersigned is purchasing the Certificate for investment for its own account or
for its loan portfolio and is not purchasing the Certificate for resale or other disposition, and the
undersigned has no present intention of reselling or otherwise disposing of all or any part of the
Certificate or dividing its interest therein, but the undersigned reserves the right to sell or
otherwi:;e dispose of the Certificate as it chooses. The undersigned agrees that it will not sell,
transfer, assign, or otherwise dispose of the Certificate (1) unless it obtains from the purchaser
and delivers to you an agreement similar in form and substance to this Agreement and (2) except
in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934
Act"), any rules and regulations promulgated under either Act, and the applicable securities laws
of any other jurisdiction, and in connection therewith, the undersigned agrees that it shall furnish
to any purchaser ofthe Certificate all information required by applicable law.
~
.
.
....
July 2, 1998
Page -2-
3.. The undersigned, through its agents and employees, has investigated the Augusta
Golf Coulrse, a public golf course, located in Augusta, Georgia (the "Golf Course") to be financed
with the !proceeds of the Certificates, has investigated Augusta, which will purchase and operate
the Project and which will use the proceeds of the Certificates on behalf of Richmond County
Public Facilities, Inc. ("RCPF') to make the improvements to the Golf Course (the "Project") as
required by the Public Purpose Installment Sale Agreement dated as of June 1, 1998 betWeen
- Augusta, as pUfchaser;-and RCPF, as seller (the "Installment Sale Agreement"). The undersigned
has also iinvestigated RCPF. The undersigned acknowledges that it has been furnished with or has
been given access, without restriction or limitation, to all of the underlying documents in
connection with this transaction, the Certificates,_the GolfCourse,.the Project, Augusta, and
. RCPF, as well as all other information which a reasonable, prudent, and knowledgeable investor
would desire in evaluating the purchase of a Certificate. The undersigned acknowledges that
Augusta" RCPF and other knowledgeable.parties have made available to it and.its representatives .
the opportunity to .obtain any additional information which it may desire and the opportunity to '-. - - -
ask any questions it may desire of and receive satisfactory answers from Augusta.and RCPP' .
concerning the security and the source of payment of the Certificates, the Golf Course, the
Project, Augusta and RCPF.
4~. The undersigned acknowledges that the Certificates are limited obligations payable
solely from funds paid by Augusta under the Installment Sale Agreement and from collateral
furnished by RCPF and that the Certificates will not be general obligations or indebtedness of
RCPF, the State of Georgia, Augusta, or any other political subdivision of the State of Georgia to
which no faith and credit or taxing power of any of the foregoing will be pledged. The
undersiB;ned further acknowledges that neither the members of the board of directors or officers
ofRCPF, the elected officials, officers or employees of Augusta or the officers, directors, or
employ(;:es of Regions Bank, as Trustee, will be liable personally on the Certificates or any
documents or agreements related thereto.
5. In reaching the conclusion that it desires to acquire a Certificate, the undersigned
has carefully evaluated all risks associated with this investment and acknowledges that it is able to
bear the economic risk of this investment. The undersigned, by reason of its knowledge and
experience in financial and business matters, is capable of evaluating the merits and risks of the
investm~nt in Certificates. The representations in this letter shall not relieve Augusta or RCPF
from any obligations to disclose any information required by the documents entered into in
connection with the issuance of the Certificates or required by any applicable law.
15. If the proposal and offer herein contained is satisfactory to each of you, you may
so indicate by having the following acceptance executed by your duly authorized officers and by
returning a copy to us. This Investment Letter and your acceptance will then constitute an
.
.
July 2, 1998
Page -3-
agreement with respect to the matters herein contained as of the date hereof This Investment
Letter is ,expressly for your benefit and may not be relied upon by any other party.
Very truly yours,
GEORGIA BANK & TRUST COMPANY
OF AUGUSTA --
By:
ACCEPTANCE OF PROPOSAL AND OFFE F GEORGIA BANK & TRUST COMPANY..
OF AUGUSTA CONTAINED IN ITS INVESTMENTLETIER
The terms and conditions contained in the foregoing Investment Letter of Georgia Bank &
Trust Company of Augusta are hereby accepted this 2nd day of July, 1998.
RICHMOND COUNTY PUBLIC
FACILITIES, INC.
Mayor
.-
.
.
INVESlMENT LEITER
July 2, 1998
Richmol1ld County Public Facilities, Inc.
do Mr. Jrames B. Wall
454 Greene Street
August~, Georgia 30901
Augus13:, Georgia
City-County Building
- 530 GrC1:me Street
Augusta, Georgia 30901
. -...~ -
Regions Bank, as Trustee
Corporate Trust Department
Sixth Floor
417 North 20th Street
Birmingham, Alabama 35203
,-
Re: $1,705,000 Richmond County Public Facilities, Inc. Certificate of
Partnership (Augusta Golf Course Project) Series 1998 (the "Certificates")
Gentlemen:
In consideration of the sale to the undersigned of a Certificate and in consideration of
Augusta~ Georgia ("Augusta") providing the source and the security for the payment of the
Certificate, the undersigned hereby represents, warrants, covenants, and agrees as follows:
1. The undersigned is an "accredited investor" as defined in Section 2(15) of the
Securiti,;:s Act of 1933, as amended (the "1933 Act").
2. The undersigned is purchasing the Certificate for investment for its own account or
for its loan portfolio and is not purchasing the Certificate for resale or other disposition, and the
undersigned has no present intention of reselling or otherwise disposing of all or any part of the
Certificate or dividing its interest therein, but the undersigned reserves the right to sell or
otherwi:se dispose of the Certificate as it chooses. The undersigned agrees that it will not sell,
transfer:. assign, or otherwise dispose of the Certificate (1) unless it obtains from the purchaser
and delivers to you an agreement similar in form and substance to this Agreement and (2) except
in comp,liance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934
Act"), ~lIlY rules and regulations promulgated under either Act, and the applicable securities laws
of any other jurisdiction, and in connection therewith, the undersigned agrees that it shall furnish
to any purchaser of the Certificate all information required by applicable law.
t.
-
.
July 2, 1998
Page -2-
3. The undersigned, through its agents and employees, has investigated the Augusta
Golf Course, a public golf course, located in Augusta, Georgia (the "Golf Course") to be financed
with the proceeds of the Certificates, has investigated Augusta, which will purchase and operate
the Proj(:ct and which will use the proceeds of the Certificates on behalf of Richmond County
Public Facilities, Inc. ("RCPF') to make the improvements to the Golf Course (the "Project") as
required by the Public Purpose Installment Sale Agreement dated as of June 1, 1998 between'
- Augusta, as purchaser; and RCPF, as seller (the ~Installment Sale Agreement"). The undersigned
has also inv~gated RCPF. The undersigned acknowledges that it has been furnished with or has
been given access, without restriction or limitation, to all of the underlying documents in
connection with this transaction, the Certificates, the Golf Course, the Project, Augusta, and
RCPF, as well as all other information which a reasonable, prudent, and knowledgeable investor"
would d,esire in evaluating the purchase of a Certificate. The undersigned acknowledges that
Augusta, . RCPF and other knowledgeable parties...have made available to it and its. representatives
the opportunity to' obtain any additional-information. which it may desire and the opportunity to
ask any ,questions it may desire of and receive satisfactory answers from Augusta and-RCPF
concerning the security and the source of payment of the Certificates, the Golf Course, the
Project, Augusta and RCPF.
, .
4. The undersigned acknowledges that the Certificates are limited obligations payable
solely from funds paid by Augusta under the Installment Sale Agreement and from collateral
furnished by RCPF and that the Certificates will not be general obligations or indebtedness of
RCPF, the State of Georgia, Augusta, or any other political subdivision of the State of Georgia to
which no faith and credit or taxing power of any of the foregoing will be pledged. The
undersigned further acknowledges that neither the members of the board of directors or officers
ofRCPF, the elected officials, officers or employees of Augusta or the officers, directors, or
employt:es of Regions Bank, as Trustee, will be liable personally on the Certificates or any
documents or agreements related thereto.
:5. In reaching the conclusion that it desires to acquire a Certificate, the undersigned
has carefully evaluated all risks associated with this investment and acknowledges that it is able to
bear the economic risk of this investment. The undersigned, by reason of its knowledge and
experience in financial and business matters, is capable of evaluating the merits and risks of the
investment in Certificates. The representations in this letter shall not relieve Augusta or RCPF
from any obligations to disclose any information required by the documents entered into in
connection with the issuance of the Certificates or required by any applicable law.
6. If the proposal and offer herein contained is satisfactory to each of you, you may
so indicate by having the following acceptance executed by your duly authorized officers and by
returning a copy to us. This Investment Letter and your acceptance will then constitute an
.
.
July 2, 1998
Page -3-
agreement with respect to the matters herein contained as of the date hereof This Investment
Letter is expressly for your benefit and may not be relied upon by any other party.
Very truly yours,
SUNTRUST BANK, AUGUSTA, N.A
BY.~tl1f-g~
Its thoriz Officer
ANp
,
ACCEPTANCE OF PROPOSAL AND OFFER OF SUNTRUST B~-AUGUSTA, N.A
CONTAINED IN ITS INVESTMENT LETTER -__". '. - ---
The terms and conditions contained in the foregoing Investment Letter of SunTrust Bank,
Augusta, N.A are hereby accepted this 2nd day of July, 1998.
RICHMOND COUNTY PUBLIC
FACILITIES, INC.
By:
Mayor
"':
.
.
.
.
INVESTMENT LETTER
July 2, 1998
Richmond County Public Facilities, Inc.
c/o Mr. James B. Wall
454 Gre~ne Street
Augusta, Georgia 30901
Augusta, Georgia
City-County Building
- 530 Greene Street
Augusta, Georgia 30901
Regions Bank, as Trustee
Corporate Trust Department
Sixth Floor
417 North 20th Street
Binningnam, Alabama 35203
Re: $1,705,000 Richmond County Public Facilities, Ioc. Certificate of
Partnership (Augusta Golf Course Project) Series 1998 (the "Certificates")
Gentlemen:
In consideration of the sale to the undersigned of a Certificate and in consideration of
Augusta, Georgia ("Augusta") providing the source and the security for the payment of the
Certificate, the undersigned hereby represents, warrants, covenants, and agrees as follows:
it. The undersigned is an "accredited investor" as defined in Section 2(15) of the
Securiti,~s Act of 1933, as amended (the "1933 Act").
2. The undersigned is purchasing the Certificate for investment for its own account or
for its loan portfolio and is not purchasing the Certificate for resale or other disposition, and the
undersigned has no present intention of reselling or otherwise disposing of all or any part of the
Certific<Lte or dividing its interest therein, but the undersigned reserves the right to sell or
otherwi:;e dispose of the Certificate as it chooses. The undersigned agrees that it will not sell,
transfer, assign, or otherwise dispose of the Certificate (1) unless it obtains from the purchaser
and delivers to you an agreement similar in form and substance to this Agreement and (2) except
in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934
Act"), any rules and regulations promulgated under either Act, and the applicable securities laws
of any (lIther jurisdiction, and in connection therewith, the undersigned agrees that it shall furnish
to any purchaser of the Certificate all information required by applicable law.
~ ...,.
.
e
July 2, 1998
Page -2-
3. The undersigned, through its agents and employees, has investigated the Augusta
Golf Course, a public golf course, located in Augusta, Georgia (the "Golf Course") to be financed
with the proceeds of the Certificates, has investigated Augusta, which will purchase and operate
the Projeet and which will use the proceeds of the Certificates on behalf of Richmond County
Public Facilities, Inc. ("RCPF') to make the improvements to the Golf Course (the "Project") as
required hy the Public Purpose Installment Sale Agreement dated as of June 1, 1998 between
Augusta,. as purchase1", and RCPF, as seller (the "Installment Sale Agreement"). The undersigned
has also iJllvestigated RCPF. The undersigned acknowledges that it has been furnished with or has
been given access, without restriction or limitation, to all of the underlying documents in
connection with this transaction, the Certificates, the GolfCourse,..the Project, Augusta, and
RCPF, as well as all other information which a reasonable, prudent, and knowledgeable investor.
would de:;ire in evaluating the purchase of a Certificate. The undersigned acknowledges that
A1,Igusta, RCPFand other knowledgeable-parties have made available to it and its..representati\lCs
the OppOItunity to.obtain any additional information which it may desire and the opportunity to
ask any questions it may desire of and receive satisfactory -answers .from Augusta and RCPF
concernin.g the security and the source of payment of the Certificates, the Golf Course, the
Project, Augusta and RCPF.
4. The undersigned acknowledges that the Certificates are limited obligations payable
solely from funds paid by Augusta under the Installment Sale Agreement and from collateral
furnished by RCPF and that the Certificates will not be general obligations or indebtedness of
RCPF, th,~ State of Georgia, Augusta, or any other politica:l subdivision of the State of Georgia to
which no faith and credit or taxing power of any of the foregoing will be pledged. The
undersigned further acknowledges that neither the members of the board of directors or officers
ofRCPF, the elected officials, officers or employees of Augusta or the officers, directors, or
employees of Regions Bank, as Trustee, will be liable personally on the Certificates or any
documen1s or agreements related thereto.
5. In reaching the conclusion that it desires to acquire a Certificate, the undersigned
has carefblly evaluated all risks associated with this investment and acknowledges that it is able to
bear the economic risk of this investment. The undersigned, by reason of its knowledge and
experience in financial and business matters, is capable of evaluating the merits and risks of the
investmeIllt in Certificates. The representations in this letter shall not relieve Augusta or RCPF
from any ,ob ligations to disclose any information required by the documents entered into in
connection with the issuance of the Certificates or required by any applicable law.
6. If the proposal and offer herein contained is satisfactory to each of you, you may
so indicatle by having the following acceptance executed by your duly authorized officers and by
returning a copy to us. This Investment Letter and your acceptance will then constitute an
'""
.
.
July 2, 1998
Page -3-
agreement with respect to the matters herein contained as of the date hereof This Investment
Letter is expressly for your benefit and may not be relied upon by any other party.
Very truly yours,
NATIONSBANK, N.A
BY:.~~
Its Authorized Officer
ACCEPTANCE OF PROPOSAL AND OFFER OF NATIONSBANK, N.A CONTAINED IN
ITS INVESTMENT LETTER " -. - - .
The terms and conditions contained in the foregoing Investment Letter of Nations Bank,
N.A are: hereby accepted this 2nd day ofIuly, 1998.
RICHMOND COUNTY PUBLIC
FACILITIES, INC.
Mayor
. -
.
.
INVESTMENT LETTER
July 2, 1998
Richmond County Public Facilities, Inc.
c/o Mr. James B. Wall
454 Greene Street
August2~~r~a3090l
Augusu~ ~rgia
City-County Building
- 530 Greene Street
Augusta, ~rgia 30901
Regions. Bank, as Trustee
Corpomte Trust Department
Sixth Floor .
417 No:rth 20th Street
BirmingJIam, Alabama 35203
Re: $1,705,000 Richmond County Public Facilities, Inc. Certificate of
Partnership (Augusta Golf Course Project) Series 1998 (the "Certificates")
Gentlemen:
In consideration of the sale to the undersigned of a Certificate and in consideration of
Augusta, Georgia ("Augusta") providing the source and the security for the payment of the
Certificate, the undersigned hereby represents, warrants, covenants, and agrees as follows:
1. The undersigned is an "accredited investor" as defined in Section 2(15) of the
Securiti.es Act of 1933, as amended (the "1933 Act").
2. The undersigned is purchasing the Certificate for investment for its own account or
for its loan portfolio and is not purchasing the Certificate for resale or other disposition, and the
undersi,gned has no present intention of reselling or otherwise disposing of all or any part of the
Certificate or dividing its interest therein, but the undersigned reserves the right to sell or
otherwi.se dispose of the Certificate as it chooses. The undersigned agrees that it will not sell,
transfer, assign, or otherwise dispose of the Certificate (1) unless it obtains from the purchaser
and dellvers to you an agreement similar in form and substance to this Agreement and (2) except
in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934
Act"), llny rules and regulations promulgated under either Act, and the applicable securities laws
of any other jurisdiction, and in connection therewith, the undersigned agrees that it shall furnish
to any purchaser of the Certificate all information required by applicable law.
.
.
July 2, 1'998
Page -2-
3 . The undersigned, through its agents and employees, has investigated the Augusta
Golf Course, a public golf course, located in Augusta, Georgia (the "Golf Course") to be financed
with the proceeds of the Certificates, has investigated Augusta, which will purchase and operate
the Projc:ct and which will use the proceeds of the Certificates on behalf of Richmond County
Public F,llcilities, Inc. ("RCPF') to make the improvements to the Golf Course (the "Project") as
required by the Public Purpose Installment Sale Agreement dated as of June 1, 1998 between
- AUguS""ill, as purchaser, and RCPF, as seller (the "Installment Sale Agreement"). The undersigried' , .-
has also inv~gated RCPF. The undersigned acknowledges that it has been furnished with or has
been given access, without restriction or limitation, to all of the underlying documents in
connection with this transaction, the Certificates,.the Golf Course, the Project, Augusta, and
RCPF, 2S well as all other information which a reasonable; prudent,' and knowledgeable investor
would desire in evaluating the purchase of a Certificate. The. undersigned acknowledges that
AugusUl, RCPF and other knowledgeable parties have made available to it and its representatives ~
'--.. - '-.:' -the opportunity to..obtain any additional information which it may desire and the opportunity to--: - -
ask any questions it may desire of and receive satisfactory answers.from AugUsta and RCPF
concerning the security and the source of payment of the Certificates, the Golf Course, the
Project, Augusta and RCPF.
4. The undersigned acknowledges that the Certificates are limited obligations payable
solely from funds paid by Augusta under the Installment Sale Agreement and from collateral
furnished by RCPF and that the Certificates will not be general obligations or indebtedness of
RCPF, the State of Georgia, Augusta, or any other political subdivision of the State of Georgia to
which no faith and credit or taxing power of any of the foregoing will be pledged. The
undersigned further acknowledges that neither the members of the board of directors or officers
ofRCPJl', the elected officials, officers or employees of Augusta or the officers, directors, or
employees of Regions Bank, as Trustee, will be liable personally on the Certificates or any
documents or agreements related thereto.
.5. In reaching the conclusion that it desires to acquire a Certificate, the undersigned
has cart:fully evaluated all risks associated with this investment and acknowledges that it is able to
bear tht: economic risk of this investment. The undersigned, by reason of its knowledge and
experience in financial and business matters, is capable of evaluating the merits and risks of theeinvestment in Certificates. The representations in this letter shall not relieve Augusta or RCPF
from an,y obligations to disclose any information required by the documents entered into in
connec1ion with the issuance of the Certificates or required by any applicable law.
6. If the proposal and offer herein contained is satisfactory to each of you, you may
so indicate by having the following acceptance executed by your duly authorized officers and by
returning a copy to us. This Investment Letter and your acceptance will then constitute an
.
.
July 2, 1998
Page -3-
agreement with respect to the matters herein contained as of the date hereof. This Investment
Letter is expressly for your benefit and may not be relied upon by any other party.
Very truly yours,
REGIONS BANK
By: ~.~_~~~
Its Authorized cer ~ \J p
ACCEPTANCE OF PROPOSAL AND OFFER OF REGIONS BANK CONTAINED IN ITS
INVESTMENT LETTER -" _"_. .
The terms and conditions contained in the foregoing Investment Letter of Regions Bank
are herehy accepted this 2nd day of July, 1998.
RICHMOND COUNTY PUBLIC
FACILITIES, INC.
By:
Its
President
AUGUSTA, GEORGIA
By:
Its
Mayor
REGIONS BANK, AS TRUSTEE
By:
Its
.
.
July 2, 1'998
Page -3-
agreement with respect to the matters herein contained as of the date hereof This Investment
Letter is expressly for your benefit and may not be relied upon by any other party.
Very truly yours,
REGIONS BANK
By:
Its Authorized Officer
ACCEPT ANCE OF PROPOSAL _AND OFFER OF REGIONS BANK CONTAINED IN ITS
INVESTMENT LETTER
The terms and conditions contained in the foregoing Investment Letter of Regions Bank
are hereby accepted this 2nd day of July, 1998.
RICHMOND COUNTY PUBLIC
FACILITIES, INC.
/'"
Mayor
.
.
INVESTMENT LETTER
July 2, 1998
Richmond County Public Facilities, Inc.
do Mr. James B. Wall
454 Greene Street
Augusta, Georgia 30901
Augusta, Georgia
City-County Building
- 530 Greene Street
Augu~~Georgia3090l
Regions Bank, as Trustee
Corporate Trust Department
Sixth Floor
417 North 20th Street
Birmingham, Alabama 35203 .
Re: $1,705,000 Richmond County Public Facilities, IDe. Certificate of
Partnership (Augusta Golf Course Project) Series 1998 (the "Certificates")
Gentlemen:
In consideration of the sale to the undersigned of a Certificate and in consideration of
Augusta, Georgia ("Augusta") providing the source and the security for the payment of the
Certificate, the undersigned hereby represents, warrants, covenants, and agrees as follows:
1. The undersigned is an "accredited investor" as defined in Section 2(15) of the
Securiti,es Act of 1933, as amended (the "1933 Act").
2. The undersigned is purchasing the Certificate for investment for its own account or
for its k>an portfolio and is not purchasing the Certificate for resale or other disposition, and the
undersigned has no present intention of reselling or otherwise disposing of all or any part of the
Certificate or dividing its interest therein, but the undersigned reserves the right to sell or
otherwiise dispose of the Certificate as it chooses. The undersigned agrees that it will not sell,
transfer, assign, or otherwise dispose of the Certificate (1) unless it obtains from the purchaser
and delivers to you an agreement similar in form and substance to this Agreement and (2) except
in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934
Act"), :any rules and regulations promulgated under either Act, and the applicable securities laws
of any .other jurisdiction, and in connection therewith, the undersigned agrees that it shall furnish
to any purchaser of the Certificate all information required by applicable law.
.
.
July 2, 1998
Page -2..
:I. The undersigned, through its agents and employees, has investigated the Augusta
Golf Course, a public golf course, located in Augusta, Georgia (the "Golf Course") to be financed
with the proceeds of the Certificates, has investigated Augusta, which will purchase and operate
the Proj.~ and which will use the proceeds of the Certificates on behalf of Richmond County
~blic Facilities, Inc. ("RCPF') to make the improvements to the Golf Course (the "Project") as
required by the Public Purpose Installment Sale Agreement dated as of June 1, 1998 between
- Augusta, as purchaser, and RCPF, as seller (the "Installment Sale Agreement"). The undersigned
has also inv~gated RCPF. The undersigned acknowledges that it has been furnished with or has
been given access, without restriction or limitation, to all of the underlying documents in
connecti.onwi.!h this.transaction, the Certificates, the Golf Course, thed>roject,. Augusta, and - _ _ . _ _
RCPF, IlS well as all other information which a reasonable, prudent, and knowledgeable investor -
would desire in evaluating the purchase of a Certificate. The undersigned acknowledges that
. -~ .-----.u _August~, RCPFand.other.knowledgeable parties have made available to-it-and its..repr-esentatives---- __.__
the opportunity to:obtain any additional.information-which it may desire and the opportunity to--
ask any questions it may desire of and receive satisfactory answers from Augusta and RCPF
concerning the security and the source of payment of the Certificates, the Golf Course, the
Project, Augusta and RCPF.
4. The undersigned acknowledges that the Certificates are limited obligations payable
solely from funds paid by Augusta under the Installment Sale Agreement and from collateral
furnished by RCPF and that the Certificates will not be general obligations or indebtedness of
RCPF, tile State of Georgia, Augusta, or any other political subdivision of the State of Georgia to
which no faith and credit or taxing power of any of the foregoing will be pledged. The
undersigned further acknowledges that neither the members of the board of directors or officers
ofRCPF, the elected officials, officers or employees of Augusta or the officers, directors, or
employees of Regions Bank, as Trustee, will be liable personally on the Certificates or any
documents or agreements related thereto.
~;. In reaching the conclusion that it desires to acquire a Certificate, the undersigned
has careifully evaluated all risks associated with this investment and acknowledges that it is able to
bear the economic risk of this investment. The undersigned, by reason of its knowledge and
experience in financial and business matters, is capable of evaluating the merits and risks of the
investmmt in Certificates. The representations in this letter shall not relieve Augusta or RCPF
from any obligations to disclose any information required by the documents entered into in
connection with the issuance of the Certificates or required by any applicable law.
6. If the proposal and offer herein contained is satisfactory to each of you, you may
so indiClllte by having the following acceptance executed by your duly authorized officers and by
returning a copy to us. This Investment Letter and your acceptance will then constitute an
.
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July 2, 1998
Page -3-
agreement with respect to the matters herein contained as of the date hereof This Investment
Letter is expressly for your benefit and may not be relied upon by any other party.
Very truly yours,
SOUTHTRUST BANK, N.A
By-&le&tP
Its Authorized Officer
ACCEPTANCE OF PROPOSAL AND_OFFER OF SOUTIITRUST BANK, N.A CONTAINED
IN ITS INVESTMENT LEITER
The terms and conditions contained in the foregoing Investment Letter of SouthTrust
Bank, N.A are hereby accepted this 2nd day of July, 1998.
RICHMOND COUNTY PUBLIC
FACILITIES, INC.
By:
Ll W~~
Mayor
.
LEGEND: TIllS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN
\\ ACCREDITED INVESTOR" AS THAT TERM IS DEFINED BY REGULATION D
PROMULGATED BY THE SECURITIES EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. NO OFFICIAL STATEMENT OR OTHER
OFFERING DOCUMENT HAS BEEN PREPARED OR EXECUTED IN CONNECTION
WITH THE ISSUANCE OF TIllS CERTIFICATE. TIllS CERTIFICATE SHALL NOT BE
TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAINED IN
SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12(d)(1)(i), THE EXEMPTION
FROM lHE CONTINUlNG DISCLOSURE REQUIREMENTS OF SECURITIES AND
EXCHANGE COMMISSION RULE l5c2-l2(b)(5) OR ANY SIMILAR RULES OR
STATUTES IN EFFECT AT THE TIME OF SUCH TRANSFER.
RICHMOND COUNTY PUBLIC FACILITIES, INC.
CERTIFICATE OF PARTICIPATION
(AUGUST A GOLF COURSE PROJECJ'),..SERIES 1998
Evidencing a Proportionate, Undivided Interest in an Installment Sale Agreement (the
"Installment Sale Agreement") Between.Augusta,_Georgia and Rich.o1ond County Public._ -
Facilities., Inc.
Maturi~~
Dated Date
Number
June 30, 2013
July 2, 1998
R-3
Register1ed Owner: Georgia Bank & Trust Company of Augusta
Initial Principal Amount: $340,000.00
Initial Interest Rate: 5.18%
THIS CERTIFIES THAT the principal amount of this Certificate less principal
redemptions thereof will be paid in lawful money of the United States of America to the registered
owner shown above, or registered assigns, upon Interest Payment Dates (as defined herein) in the
amounts set forth in the Trust Indenture and the final payment of principal upon surrender of this
Richmond County Public Facilities, Inc. Certificate of Participation (Augusta Golf Course
Project), Series 1998 (this "Certificate") on the Maturity Date shown above or on such earlier
date or dates as herein described, with interest on said sum from the Interest Payment Date next
preceding the date of authentication hereof (unless the authentication date is an Interest Payment
Date or prior to the first Interest Payment Date, in which case it shall bear interest from such
authentil:ation date) at the Initial Interest Rate set forth above as the same may be adjusted as
hereinafiter provided payable on the Interest Payment Dates, subject to the provisions hereof
respecting redemption before maturity.
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This Certificate is one of the duly authorized Certificates issued in the aggregate principal
amount of $1,705,000. This Certificate is issued by the Richmond County Public Facilities, Inc.
Certificaltes of Participation (Augusta Golf Course Project), Series 1998 Trust (the "Trust")
establishl~ under, and subject to the terms, provisions and conditions of, a Trust Indenture, dated
as of June 1, 1998 (the "Trust Indenture"), between the Richmond County Public Facilities, Inc.,
(the "RCPF") and Regions Bank, as trusiee (the "Trustee"), to which Trust Indenture the 'owner
of this Certificate by virtue of the acceptance hereof assents and by which each such owner is
bound. Copies of the Trust Indenture may be obtained by Certificate holders upon request in
writing to the Trustee at its principal corporate trust office in Birmingham, Alabama. This
Certificate represents a fractional undivided interest in a Public Purpose Installment Sale
Agreement (the "Installment Sale Agreement") between RCPF and Augusta, Georgia
- ("Augu:;ta") dated as of June 1, 1998; and-the Installment Payments (as defined in the Installment
Sale Agreement) to be made thereunder, a portion of which constitutes principal and redemption
premium (uany) and a portion of which constitutes interest. The fractional interest represented
~ ..- by this (~ertificate !s.determi..'1ed by dividing the outstanding principal. amount hereunder by the _
'"Outstanding principal amount of all Certificates under the Trust Indenture. The Installment Sale -
Agreement is to be administered pursuant .to the Trust Indenture. The Installment Payments
under tbe Installment Sale Agreement. will constitute curreatly budgeted expenditures. ofAugusta..______ _. _
Augusta's obligations to make payments-.under.the Installment Sale-Agreement shall be from year
tiJ year IJruy and shall not constitute a mandatory payment obligation of Augusta in any calendar '-'--
year beyond the then current calendar year. The Installment Sale Agreement does not create a
general obligation of Augusta within the meaning of any constitutional debt limitation and does
not directly or indirectly obligate Augusta to make any payments beyond those appropriated in the
sole discretion of Augusta for any calendar year in which the Installment Sale Agreement shall be
in effect Augusta is not obligated to renew the Installment Sale Agreement from year to year,
and the taxing power of Augusta is not pledged directly or indirectly or contingently to secure the
Installment Payments.
The Certificates are issuable in the amount of$5,OOO or any integral multiple thereof, in
fully registered form dated the Dated Date set forth above. Certificates may be transferred and
exchanged at the principal corporate trust office of the Trustee, in the manner and subject to the
limitations and conditions provided in the Trust Indenture.
The final principal installment of this Certificate is payable, at the Maturity Date sho.wn
above, upon the presentation and surrender thereof, at the corporate trust office of the Trustee
and payment of the interest with respect to this Certificate and the semi-annual principal
installments shall be made by the Trustee on each Interest Payment Date to the person appearing
as the registered owner thereof as of the close of business on the Record Date by check mailed to
such n:gistered owner at its address as it appears on the registration books maintained by the
Trustee or at such other address as is furnished in writing to the Trustee. as registrar. The Record
Date S11all be the fifteenth day of the month preceding each Interest Payment Date.
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Interest is payable in arrears on June 30 and December 31 of each year, commencing
December 31, 1998, until maturity, redemption or acceleration, and if such day is not a Business
Day, on the next succeeding Business Day (each such day being an "Interest Payment Daie").
This Certificate shall bear interest at the Initial Interest Rate per annum shown above through
Decemb4~r 31,2003, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to
exceed 15% per annum. "Adjusted Rate" means a rate of interest per annum equal to 95% of the
United States Treasury Bond rate for five (5) year maturities which shall be determined and set
for each Adjusted Rate Period on October 1 immediately preceding the beginning of such
Adjusted Rate Period. Adjusted Rate Period means the time period from January 1,2004 through
December 31, 2008 and from January 1, 2009 and thereafter.
Interest and the semi-arJlual principai installments due to any holder of Certificates in an
aggregate principal amount of $1,000,000 or more will be paid, upon the request of any such
holder delivered to the Trustee at least five Business Days prior to the due date of such payments,
- by wiretransfer to. an aCC'A>untdesignated by.such holder.. ____ _ _ . ._
. Reference is made to the Trust Indenture, the Installment Sale Agreement, and to all
. -.- -- - supplement.s thereto for a description of the nature-and extent of the Trust Estate, the rights,_.
duties and obligations cfRGPF~ the Trustee-and Augusta,. the rights of the holders of the
---.Certificates, the issuance of the Certificates, and the terms on which the Certificates.are-or may be
issued ~lIld secured, and to all the provisions of which the holder hereof by the acceptance of this
Certificate assents.
Any term used in this Certificate as a defined term but not defined in this Certificate shall
have the meaning assigned to such term in the Trust Indenture or the Installment Sale Agreement.
References herein to the Certificate Payment Fund and the accounts therein shall be to the
Certificate Payment Fund and the accounts therein established under the Trust Indenture.
No recourse shall be had for the payment of the principal of: or interest on this Certificate
or for any claim based hereon or upon any obligation, covenant, or agreement contained herein or
in the Trust Indenture, against any past, present or future member, commissioner, mayor, officer,
director, trustee, agent or employee of the Trustee, RCPF or Augusta, either directly or through
the Tmstee or RCPF , or any member, commissioner, mayor, officer, director, trustee, agent or
employee of any successor of the Trustee, RCPF or Augusta, either personally or in such
capaci1y under any rule of law or equity, statute or constitution or by the enforcement of any
assessment or penalty or otherwise, and all such liability of any such member, commissioner,
mayor", officer, director, trustee, agent or employee, as such, is hereby expressly waived and
releas~:d as a condition of any consideration for the execution of the Trust Indenture and the
issuanl;e of this Certificate.
It is hereby certified that all conditions, acts and things required to exist, happen and be
performed under applicable law and under the Trust Indenture precedent to and in the issuance of
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this Certificate, exist, have happened and have been performed, and that the issuance,
authenti<:ation and delivery of this Certificate have been duly authorized.
This Certificate shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Trust Indenture until the certificate of authentication hereon shall
have bC(:n duly executed by the Trustee. .
The Certificates are subject to extraordinary optional redemption in whole or in part upon
the occurrence of certain events described in Section 5.3 of the Installment Sale Agreement
("Extraordinary Purchase Option") and are otherwise subject to optional redemption ("Voluntary
Purchase Option") as a result of the exercise of certain purchase options of Augusta set forth in
--~-Section4.S(c) of the Installment Sale Agreement from prepayments made by ~ugustcrofBasic .
Payments (as defined in the Installment Sale Agreement) and other amounts, on any Interest
Payment Date, at the principal amount thereof plus accrued interest to the redemption date,
- The Certificates are subject to mandatory redemption in whole, after termination of the
L"lstallment Sale Agreement as a result of an Event of Non-Appropriation or an Event of Default
(as defined in the Installment Sale Agreement). The Trustee shall apply to the payment of the
- - -_'_ redemption price any amounts deposited from.time to'.timein the.Certificate.Pa.yment.E.und;;with
-.' respect to which the Event of Non-Appropriation or Event of Default occurred. . The Trustee may
establish such additional dates for the payment of portions-of the redemption.price as may be
appropriate, taking into consideration the dates when amounts available to pay portions of the
redemption price are available. Amounts available to pay the redemption price may be
insufficient, and the holders of the Certificates shall have no recourse for any such insufficiencies.
Interest on the Certificates shall cease to accrue on the date of any such redemption.
The Certificates are subject to mandatory redemption in whole or in part on any Interest
Payment Date from, and to the extent of: amounts deposited in the Redemption Subaccount of the
Principal Account of the Certificate Payment Fund.
The redemption price for all redemptions shall be equal to the principal amount being
redeemed plus accrued interest to any date on which the Certificates are scheduled to be
redeemed.
If the Certificates are to be redeemed in part following an Event of Default or an Event of
Non-Appropriation, such redemption shall be proportionate among all Certificates and each of the
Certiflcates shall be redeemed by its proportionate share. For each Certificate, "proportionate"
mearu; an amount determined by multiplying the aggregate principal to be redeemed on all the
Certificates times a fraction the numerator of which is the outstanding principal amount of such
Certuicate and the denominator of which is the outstanding principal amount of all Certificates.
If the Certificates are to be redeemed in part pursuant to an Extraordinary Purchase
. Option or a Voluntary Option, the Trustee shall prorate the principal amount of Certificates to be
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redeemed among all owners in integral multiples of $5,000 in the manner set forth in the Trust
Indenture.
In the event the Certificates or portions thereof are called for redemption as aforesaid,
notice thereof identifying the Certificates or portions thereof to be redeemed will be given by the
Trustee by mailing a copy of the redemption notice by first-class mail at least thirty days arid not
more than sixty days prior to the date fixed for redemption to the registered owner of each
Certificate at his address as the same shall last appear upon the registration books. Failure to give
such notice by mailing to any Certificateholder or any defect therein, shall not affect the validity of
the rede:mption of any other Certificates. Upon the giving of notice, if sufficient funds available
solely fhr redemption are on deposit with the Trustee, the Certificates or portions thereof so
."- -. - called fbr redemption cease to bear. interest on and after the specified redemptiofr date. :
GENERAL PROVISIONS
The term "Business Day" shall.mean any day excluding Saturday, Sunday and any day on
which banks in Augusta, Georgia or in such other city in which the principal corporate trust office
of the-Trustee is located are authorized by Jawor.other governmental action.to close.
Interest hereon shall be computed on the.basis ofa 360-day year of twelve thirty-day
month:;.
Subject to the provisions of the legend set forth at the top of this Certificate and the
provisions of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered
owner hereof on the books kept by the Trustee, in person or by his attorney duly authorized in
writing, upon surrender of this Certificate for transfer at the principal corporate trust office of the
Trustee, and upon payment of the charges and subject to the conditions provided in the Trust
Indenlture: Upon such transfer a new Certificate or Certificates for the same aggregate principal
amoulllt of Certificates will be issued to the designated transferee or transferees.
The. Trustee may deem and treat the registered owner hereof as the absolute owner hereof
(whether or not this Certificate 'shall be overdue) for the purpose of receiving payment of: or on
account of: principal hereof and interest due hereon and for all other purposes, and the Trustee
shall Jrlot be affected by any notice to the contrary.
The Trustee will not be required to (i) transfer or exchange this Certificate during the
period of fifteen days next preceding any day upon which notice of redemption of such Certificate
is to "be made or (Ii) transfer or exchange any such Certificate after the giving of notice calling
such Certificate for redemption.
To the extent permitted by, and as provided in, the Trust Indenture, modifications or
amendments of the Trust Indenture or the Installment Sale Agreement, may be made in certain
circumstances by the Trustee and RCPF without the consent of Certificate holder and in other
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instance; upon the consent in writing of the owners of not less than fifty-one percent in aggregate
principall amount of the Certificates then outstanding.
IN WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC.
has cam.ed this Certificate to be executed in its name and on its behalfby the manual or facsimile
signature of an authorized officer of the Trustee and the corporate seal of the Trustee to be
(REMAINDER OF P AGE INTENTIONALLY LEFf BLANK)
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hereunto affixed by facsimile or actual impression and attested to by the manual or facsimile
signature of an authorized officer of the Trustee, all as of the year and day first above written.
RICHMOND COUNTY PUBLIC FACILITIES,
INC. CERTIFICATES OF PARTICIPATION
(AUGUSTA GOLF COURSE PROmCT), SERIES
1998 TRUST
By: REGIONS BANK,
as Trustee
By: ~~~
Its thorized Officer
Attest: (7 ~~-< ~ ,. ) ~ .~ R;~ v ell ./
Its Authorized Officer
[BANK SEAL]
CERTIFICATE OF AUTHENTICATION
This Certificate is one of the Certificates described in the withilIl-mentioned Trust
Indenture.
Date of Authentication: July 2 . 1998
Region:; Bank,
AS TRl~' S
By:~ ~~.- ~~
Hzed Signatory
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
[please insert name and Social Security or
other identifying number of assignee] the within Certificate and all rights thereunder, and hereby
irrevocably constitutes and appoints attorney, to transfer the
within Certificate on the books kept for registration thereot: with full power of substitution in the
premises. The undersigned certifies that it has complied with the restrictions set forth in the
investment letter executed by the undersigned at the time of its purchase of this Certificate and the
legend set forth at the beginning of this Certificate, and that the transferee has delivered to the
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Trustee an investment letter in substantially the same form as executed by the undersigned at the
time of it:; purchase of the Certificate.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Certificate in every particular,
without alteration or enlargement or any change
whatever.
Signature Guaranteed By:
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COpy
lLEGEND: TIllS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN
"ACCREDITED INVESTOR" AS THAT TERM IS DEFINED BY REGULATION D
PROMULGATED BY THE SECURITIES EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. NO OFFICIAL STATEMENT OR OTHER
OFFERING DOCUMENT HAS BEEN PREPARED OR EXECUTED IN CONNECTION
wrrn THE ISSUANCE OF TIllS CERTIFICATE. TIllS CERTIFICATE SHALL NOt BE
TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAINED IN
SECURITIES AND EXCHANGE COMMISSION RULE l5c2-l2(d)(1)(i), THE EXEMPTION
FROM THE CONTINUING DISCLOSURE REQUIREMENTS OF SECURITIES AND
EXCHANGE COMMISSION RULE l5c2-12(b)(5) OR ANY SIMILAR RULES OR
STATUTES IN EFFECT AT THE TIME OF SUCH TRANSFER. --- - n_
RICHMOND COUNTY PUBLIC FACILITIES, INC.
CERTIFICATE OF PARTICIPATION
-" ....- ~(AUGUSTA GOLF COURSE PROJECT), SERIES 1998
Evidencing a Proportionate, Undivided Interest in an Installment Sale Agreement (the -
~IInsta1L",.ent_Sal.e_Agre.ementll) Betw~en Augoct3,Georgia-and.Richmond -CQunty-EtJbli.c-
Facilities, Inc.
~'---.,.,,....~,
Maturity Date
Dated Date
Number
June 30, 2013
July 2, 1998
R-4
~ered Owner: SouthTrust Bank, N.A
Initial Principal Amount: $340,000.00
Initial Interest Rate: 5.18%
TIllS CERTIFIES THAT the principal amount of this Certificate less principal
redemptions thereof will be paid in lawful money of the United States of America to the registered
owner shown above, or registered assigns, upon Interest Payment Dates (as defined herein) in the
amounts set forth in the Trust Indenture and the final payment of principal upon surrender of this
Richmond County Public Facilities, Inc. Certificate of Participation (Augusta Golf Course
Projeet), Series. 1998 (this IlCertificatefl) on the Maturity Date shown above or on such earlier
date or dates as herein described, with interest on said sum from the Interest Payment Date next
preceding the date of authentication hereof(unless the authentication date is an Interest Payment
Date or prior to the first Interest Payment Date, in which case it shall bear interest from such
authentication date) at the Initial Interest Rate set forth above as the same may be adjusted as
hereinafter provided payable on the Interest Payment Dates, subject to the proVisions hereof
respecting redemption before maturity.
1
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This Certificate is one of the duly authorized Certificates issued in the aggregate principal
amount of$1,705,000. This Certificate is issued by the Richmond County Public Facilities, Inc.
Certifi~Ltes of Participation (Augusta Golf Course Project), Series 1998 Trust (the "Trust")
established under, and subject to the terms, provisions and conditions of, a Trust Indenture, dated
as ofJuCle 1, 1998 (the "Trust Indenture"), between the Richmond County Public Facilities, Inc.,
(the "RCPF") and Regions Bank, as trustee (the "Trustee"), to which Trust Indenture the' owner
of this Certificate by virtue of the acceptance hereof assents and by which each such owner is
bound. Copies of the Trust Indenture may be obtained by Certificate holders upon request in
writing to the Trustee at its principal corporate trust office in Birmingham, Alabama. This
Certificate represents a fractional undivided interest in a Public Purpose Installment Sale
Agreement (the "Installment Sale Agreement") between RCPF and Augusta, Georgia
.- -, T'Au81usta") dated as of June 1, 1998, and the Installment Payments (as defined nrthe lllstaIlment
Sale Agreement) to be made thereunder, a portion of which constitutes principal and redemption
premiulm (lfany) and a portion of which constitutes interest. The fractional interest represented
. - by this, Certificate is determined by dividing the outstanding pFinciFnl amotv."..~-hereunder b)' the.-
outstanding principal amount of all Certificates under the Trust Indenture. The-Installment Sale
Agreement is to be administered pursuant to the Trust Indenture. The Installment Payments
- under the Installment Sale Agreement 3.w.1.~nstimw-$uue,!;!t~ budgetp~e.v.p~itu1=es..cl"-Augusta:- . .-=--
.:...- -.- --'.' ---.- -Augu:;ta's .obligations to make payments under the Installment Sale Agreement shall be-from year - -.-,
to year only and shall not constitute a mandatory'payment obligation of Augusta in any calendar
year beyond the then current calendar year. The Installment Sale Agreement does not create a
general obligation of Augusta within the meaning of any constitutional debt limitation and does
not dilfectly or indirectly obligate Augusta to make any payments beyond those appropriated in the
sole discretion of Augusta for any calendar year in which the Installment Sale Agreement shall be
in effect. Augusta is not obligated to renew the Installment Sale Agreement from year to year,
and the taxing power of Augusta is not pledged directly or indirectly or contingently to secure the
InstaUment Payments.
The Certificates are issuable in the amount of$5,000 or any integral multiple thereof: in
fully registered form dated the Dated Date set forth above. Certificates may be transferred and
exchanged at the principal corporate trust office of the Trustee, in the manner and subject to the
limitations and conditions provided in the Trust Indenture.
The final principal installment of this Certificate is payable, at the Maturity Date shown
abov'e, upon the presentation and surrender thereof: at the corporate trust office of the Trustee
and payment of the interest with respect to this Certificate and the semi-annual principal
installments shall be made by the Trustee on each Interest Payment Date to the person appearing
as the registered owner thereof as of the close of business on the Record Date by check mailed to
such registered owner at its address as it appears on the registration books maintained by the
Trustee or at such other address as is furnished in writing to the Trustee, as registrar. The Record
Date shall be the fifteenth day of the month preceding each Interest Payment Date.
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Ilnterest is payable in arrears on June 30 and December 31 of each year, commencing
Decemb4~r 31, 1998, until maturity, redemption or acceleration, and if such day is not a Business
Day, on the next succeeding Business Day (each such day being an "Interest Payment Date").
This Certificate shall bear interest at the Initial Interest Rate per annum shown above through
Decembl~r 31,2003, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to
exceed] 5% per annum. "Adjusted Rate" means a rate of interest per annum equal to 95% of the
United S:tates Treasury Bond rate for five (5) year maturities which shall be determined and set
for each Adjusted Rate Period on October 1 immediately preceding the beginning of such
Adjusted Rate Period. Adjusted Rate Period means the time period from January 1,2004 through
December 31, 2008 and from January 1, 2009 and th~reafter.
lnterest and the semi-annual principal installments due to any hoider of Certificates 'in an
aggregalle principal amount of $1,000,000 or more will be paid, upon the request of any such
holder delivered to the Trustee at least five Business Days prior to the due date of such payments,
by wire transfer to an account designated-by.such holde[;. . . ... u-. . _ - - - .'
R.eference is made to the Trust Indenture, the Installment Sale Agreement, and to all
supplements thereto-ror a description o.f.th5- Rature.and .~em...ot:.theJrust-Estste;- the-rights, --
. -duties and obligations ofRCPF, the Trustee and Augusta, the rights of the holders-efthe----. ---..
Certificates, the issuance of the Certificates, and the terms on which the Certificates are or may be
issued and secured, and to all the provisions of which the holder hereof by the acceptance of this
Certificate assents,
Any term used in this Certificate as a defined term but not defined in this Certificate shall
have th(: meaning assigned to such term in the Trust Indenture or the Installment Sale Agreement.
References herein to the Certificate Payment Fund and the accounts therein shall be to the
Certificate Payment Fund and the accounts therein established under the Trust Indenture.
No recourse .shall be had for the payment of the principal of: or interest on this Certificate
or for any claim based hereon or upon any obligation, covenant, or agreement contained herein or
in the Trust Indenture, against any past, present or future member, commissioner, mayor, officer,
director, trustee, agent Qr employee of the Trustee, RCPF or Augusta, either directly or through
the Tru:rtee or RCPF , or any member, commissioner, mayor, officer, director, trustee, agent or
employ'~ of any successor of the Trustee, RCPF or Augusta, either personally or in such
capacity under any rule of law or equity, statute or constitution or by the enforcement of any
assessment or penalty or otherwise, and au such liability of any such member, commissioner,
mayor" officer, director, trustee, agent or employee, as such, is hereby expressly waived and
released as a condition of any consideration for the execution of the Trust Indenture and the
issuance of this Certificate.
It is hereby certified that all conditions, acts and things required to exist, happen and be
performed under applicable law and under the Trust Indenture precedent to and in the issuance of
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this Certificate, exist, have happened and have been performed, and that the issuance,
authentication and delivery of this Certificate have been duly authorized.
T.llls Certificate shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Trust Indenture until the certificate of authentication hereon shall
have been duly executed by the Trustee. .
The Certificates are subject to extraordinary optional redemption in whole or in part upon
the occurrence of certain events described in Section 5.3 of the Installment Sale Agreement
("Extraordinary Purchase Option") and are otherwise subject to optional redemption ("Voluntary
Purchase Optionlt) as a result of the exercise of certain purchase options of-Augusta set forth in
Section 4.5(c) of the Installment Sale Agreement from prepayments made by Augusta of Basic
PaymenU: (as defined in the Installment Sale Agreement) and other amounts, on any Interest
Payment Date, at the principal amount thereof plus accrued interest to the redemption date,
The Certificates are ~ubj~ct to mandatory redemption in whole, after. termination of the
Installment Sale Agreement as a result of an Event of Non-Appropriation or an Event of Default
(as defim:d in the Installment Sale Agreement). The Trustee shall apply to the payment of the
--..... ----'-- r.edemptiDn pri~~ any-arr:.ounts .deposited-fl:cm time to time in the-€ertificate J!ayment :EUIl~~v.1.th .,_~~~
respect to which the. Event of Non-Appropriation or Event of Default occurred. The Trustee may
establish"such additional dates for the payment of portions of the redemption price as may be
appropriate, taking into consideration the dates when amounts available to pay portions of the
redemption price are available. Amounts available to pay the redemption price may be
insufficiell1t, and the holders of the Certificates shall have no recourse for any such insufficiencies.
Interest (In the Certificates shall cease to accrue on the date of any such redemption.
The Certificates are subject to mandatory redemption in whole or in part on any Interest
Payment Date from, and to the extent of: amounts deposited in the Redemption Subaccount of the
Principal Account of the Certificate Payment Fund.
The redemption price for all redemptions shall be equal to the principal amount being
redeemed plus accrued interest to any date on which the Certificates are scheduled to be
redeemed.
Ifthe Certificates are to be redeemed in part following an Event of Default or an Event of
Non-Appropriation, such redemption shall be proportionate among all Certificates and each of the
Certificates shall be redeemed by its proportionate share. For each Certificate, Itproportionate"
means an amount determined by multiplying the aggregate principal to be redeemed on all the
Certificates times a fraction the numerator of which is the outstanding principal amount of such
Certificat e and the denominator of which is the outstanding principal amount of all Certificates.
If the Certificates are to be redeemed in part pursuant to an Extraordinary Purchase
Option o:r a Voluntary Option, the Trustee shall prorate the principal amount of Certificates to be
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redeemed among all owners in integral multiples of$5,000 in the manner set forth in the Trust
Indentum.
III the event the Certificates or portions thereof are called for redemption as aforesaid,
notice thereof identifying the Certificates or portions thereof to be redeemed will be given by the
Trustee by mailing a copy of the redemption notice by first-class mail at least thirty days arid not
more than sixty days prior to the date fixed for redemption to the registered owner of each
Certificate at his address as the same shall last appear upon the registration books. Failure to give
such notice by mailing to any Certificateholder or any defect therein, shall not affect the validity of
the redemption of any other Certificates. Upon the giving of notice, if sufficient funds available
solely for redemption are on deposit with the Trustee, the Certificates or portions thereof so
called for redemption cease to bear interest on and after the specified redemption date.
GENERAL PROVISIONS
The term "Business Day" shall mean any day excluding Saturday, Sunday and any day on
which banks in Augusta, Georgia or in such other city in which the principal corporate trust office
-- .: ~ --~ ct:th.e Trusteei&-b~tedar~ authorized-by law or'6ther-govemmental-action-to-close._____ ----_.
Interest hereon shall be computed on the basis ofa 360-day year of twelve thirty~day-'
months.
Subject to the provisions of the legend set forth at the top of this Certificate and the
provisions of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered
owner hereof on the books kept by the Trustee, in person or by his attorney duly authorized in
writing, upon surrender of this Certificate for transfer at the principal corporate trust office of the
Trustee, and upon payment of the charges and subject to the conditions provided in the Trust
Indenture. Upon such transfer a new Certificate or Certificates for the same aggregate principal
amount. of Certificates will be issued to the designated transferee or transferees.
The Trustee may deem and treat the registered owner hereof as the absolute owner hereof
(wheth1er or not this Certificate shall be overdue) for the purpose of receiving payment of: or on
account of: principal hereof and interest due hereon and for all other purposes, and the Trustee
shall not be affected by any notice to the contrary.
The Trustee will not be required to (i) transfer or exchange this Certificate during the
period of fifteen days next preceding any day upon which notice of redemption of such Certificate
is to b(: made or (Ii) transfer or exchange any such Certificate after the giving of notice calling
such Certificate for redemption.
To the extent permitted by, and as provided in, the Trust Indenture, modifications or
amendments of the Trust Indenture or the Installment Sale Agreement, may be made in certain
circumstances by the Trustee and RCPF without the consent of Certificate holder and in other
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instances upon the consent in writing of the owners of not less than fifty-one percent in aggregate
principaJl amount of the Certificates then outstanding.
IN WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC.
has caused this Certificate to be executed in its name and on its behalfby the manual or facsimile
signatur'~ of an authorized officer of the Trustee and the corporate seal of the Trustee to be
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
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hereunto affixed by facsimile or actual impression and attested to by the manual or facsimile
signature' ofan authorized officer of the Trustee, all as of the year and day first above written.
RICHMOND COUNTY PUBLIC FACILITIES,
INC. CERTIFICATES OF P ARTICIP ATION
(AUGUST A GOLF COURSE PROmCT), SERIES
1998 TRUST
By: REGIONS BANK,
as Trustee
By: L~~&~
Its A orized Officer
AttestC7~~~ ~~~4L=--'
Its Authorized Officer
[BA.J.'OC SEAL]
CERTIFICATE OF AUTHENTICATION "
This Certificate is one of the Certificates described in the within-mentioned Trust
Indenture:.
Date of j~thentication: July 2 ,1998
Regions Bank,
AS TRUSTEE
~~
By: -zIZ=:.
A . 19natory
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
[please insert name and Social Security or
other identifying number of assignee] the within Certificate and all rights thereunder, and hereby
irrevocablly constitutes and appoints attorney, to transfer the
within Certificate on the books kept for registration thereof:""with full power of substitution in the
premises. The undersigned certifies that it has complied with the restrictions set forth in the
investment letter executed by the undersigned at the time of its purchase of this Certificate and the
legend set forth at the beginning of this Certificate, and that the transferee has delivered to the
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Trustee an investment letter in substantially the same form as executed by the undersigned at the
time of its purchase of the Certificate.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Certificate in every particular,
without alteration or enlargement or any change
whatever.
Signature Guaranteed By:
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COpy
LEGEND: TIllS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN
"ACCREDITED INVESTOR" AS THAT TERM IS DEFINED BY REGULATION D
PROMlILGATED BY THE SECURITIES EXCHANGE COMMISSION UNDER TIlE
SECURJITIES ACT OF 1933, AS AMENDED. NO OFFICIAL STATEMENT OR OTHER
OFFERlNG DOCUMENT HAS BEEN PREPARED OR EXECUTED IN CONNECTION
WITH lHE ISSUANCE OF TIllS CERTIFICATE. TIllS CERTIFICATE SHALL NOT BE
TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAINED IN
SECURITIES AND EXCHANGE COMMISSION RULE l5c2-l2(d)(1)(i), THE EXEMPTION
FROM THE CONTINUING DISCLOSURE REQUIREMENTS OF SECURITIES AND
EXCHANGE COMMISSION RULE l5c2-l2(b)(5) OR ANY SIMILAR RULES OR
STATUrES IN EFFECT AT TIlE TIME OF SUCH TRANSFER.
RICHMOND COUNTY PUBLIC FACILITIES, INC.
CERTIFICATE OF PARTICIPATION
'. ,(AUGUSTAGOLECOURSEPROJECT), SERIES 1998
Evidencing a Proportionate, Undivided Interest in an Installment Sale Agreement (the
- ~. ,.......-. "Lqst2!!ment 8~e-.~.ment") Between A.~g'.!sta.,-.c~.(;)rgia-aud Richmt,''}1d.Gounty-Public-n-'-'''_ ""'"~ ~ - ....i.'-=.
Facilitien, Inc.
MaturitJ~
Dated Date
Number
June 30, 2013
July 2, 1998
R-5
Registered Owner: SunTrust Bank, Augusta, N.A
Initial PJincipal Amount: $340,000.00
Initial Interest Rate: 5.18%
TIllS CERTIFIES THAT the principal amount of this Certificate less principal
redemptions thereof will be paid in lawful money of the United States of America to the registered
owner shown above, or registered assigns, upon Interest Payment Dates (as defined herein) in the
amounts set forth in the Trust Indenture and the final payment of principal upon surrender of this
Richmond County Public Facilities, Inc. Certificate of Participation (Augusta Golf Course
Project}, Series 1998 (this "Certificate") on the Maturity Date shown above or on such earlier
date or elates as herein described, with interest on said sum from the Interest Payment Date next
preceding the date of authentication hereof (unless the authentication date is an Interest Payment
Date or prior to the first Interest Payment Date, in which case it shall bear interest from such
authentil:ation date) at the Initial Interest Rate set forth above as the same may be adjusted as
hereinafter provided payable on the Interest Payment Dates, subject to the provisions hereof
respecting redemption before maturity.
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This Certificate is one of the duly authorized Certificates issued in the aggregate principal
amount of$1,705,000. This Certificate is issued by the Richmond County Public Facilities, Inc.
Certificates of Participation (Augusta Golf Course Project), Series 1998 Trust (the "Trustll)
established under, and subject to the terms, provisions and conditions of: a Trust Indenture, dated
as of Jun.e 1, 1998 (the "Trust Indenturell), between the Richmond County Public Facilities, Inc.,
(the "RCPF") and Regions Bank, as trustee (the "Trusteell), to which Trust Indenture the owner
of this Certificate by virtue of the acceptance hereof assents and by which each such owner is
bound. Copies of the Trust Indenture may be obtained by Certificate holders upon request in
writing to the Trustee at its principal corporate trust office in Birmingham, Alabama. This
Certificate represents a fractional undivided interest in a Public Purpose Installment Sale
Agreemmt (the "Installment Sale Agreement") between RCPF and Augusta, Georgia
("Augusta") dated as of June 1, 1998,and the Installment Payments (as defined in the Installment .:
Sale Agreement) to be made thereunder, a portion of which constitutes principal and redemption
premium (u any) and a portion of which constitutes interest. The fractional interest represented
bytlrisCertificate is<determined by dividing the. outstanding principal amount hereunGer h-y",the Or ....... ~ <>" '-
. 'outstanding principal amount of all Certificates under the Trust Indenture. The Installment Sale'
" Agreemc;:nt is to be administered pursuant to the Trust Indenture. The Installment Payments
-.,..--- - -~"an-clc;'~h;::I,'1Stcill.--r.:mt Sale Agreemcli.twill constitut~ currem!y,m:dgeted~~en&~3S of-AP~star~~ ---"=-..:.-..-
- ',,-. . Augusta's obligations-to make'-payments'under the Installment Sale Agreement shalLbe-fr.om year--" ..
to year only and shall not constitute a mandatory payment' obligation of Augusta in any calendar..
year beyond the then current ca:lendar year. The Installment Sale Agreement does not create a
general obligation of Augusta within the meaning of any constitutional debt limitation and does
not directly or indirectly obligate Augusta to make any payments beyond those appropriated in the
sole discretion of Augusta for any ca:len~ar year in which the Installment Sale Agreement shall be
in effect. Augusta is not obligated to renew the Installment Sale Agreement from year to year,
and the taxing power of Augusta is not pledged directly or indirectly or contingently to secure the
Installmc;:nt Payments.
lbe Certificates are issuable in the amount of $5,000 or any integral multiple thereof: in
fully registered form dated the Dated Date set forth above. Certificates may be transferred and
exchanged at the principal corporate trust office of the Trustee, in the manner and subject to the
limitations and conditions provided in the Trust Indenture.
lhe final principal installment of this Certificate is payable, at the Maturity Date shown
above, upon the presentation and surrender thereof: at the corporate trust office of the Trustee
and payment of the interest with respect to this Certificate and the semi-annual principal
installments shall be made by the Trustee on each Interest Payment Date to the person appearing
as the registered owner thereof as of the close of business on the Record Date by check mailed to
such regi stered owner at its address as it appears on the registration books maintained by the
Trustee or at such other address as is furnished in writing to the Trustee, as registrar. The Record
Date shaU be the fifteenth day of the month preceding each Interest Payment Date.
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Interest is payable in arrears on June 30 and December 31 of each year, commencing
December 31, 1998, until maturity, redemption or acceleration, and if such day is not a Business
Day, on the next succeeding Business Day (each such day being an "Interest Payment Date").
This Certificate shall bear interest at the Initial Interest Rate per annum shown above through
Decembe:r 31, 2003, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to
exceed 15% per annum. "Adjusted Rate" means a rate of interest per annum equal to 95%'ofthe
United States Treasury Bond rate for five (5) year maturities which shall be determined and set
for each Adjusted Rate Period on October 1 immediately preceding the beginning of such
Adjusted Rate Period. Adjusted Rate Period means the time period from January 1, 2004 through
Decemb(:r 31,2008 and from January 1, 2009 and thereafter.
Interest and the semi-annual principal installments due to any holder of Certificates in an
aggregate principal amount of $1,000,000 or more will be paid, upon the request of any such
holder d.~livered to the Trustee at least five Business Days prior to the due date of such payments,
," '"""'" by wire transfer to an account designated by such holder: _ .. c ... __ ..,.. .~.
Reference is made to the Trust Indenture, the Installment Sale Agreement, and to all
- ~'-~ . supplements theI'~to for aclescription of~.natufe,and.extent.o.t-!he-T-ru$Estat~tbe-rights,.-~- - -
duties and obligations-ofRCPF,.the Trustee and Augusta, the rights ofthe.holders.ofthe-- - -~ _. -
Certificates, the issuance of the Certificates, and the terms on which- the Certificates -are or may be
issued and secured, and to all the provisions of which the holder hereof by the acceptance of this
Certificate assents.
Any term used in this Certificate as a defined term but not defined in this Certificate shall
have the meaning assigned to such term in the Trust Indenture or the Installment Sale Agreement.
Referenl~ herein to the Certificate Payment Fund and the accounts therein shall be to the
Certificate Payment Fund and the accounts therein established under the Trust Indenture.
No recourse shall be had for the payment of the principal of, or interest on this Certificate
or for any claim based hereon or upon any obligation, covenant, or agreement contained herein or
in the Tmst Indenture, against any past, present or future member, commissioner, mayor, officer,
director" trustee, agent or employee of the Trustee, RCPF or Augusta, either directly or through
the Tru~:tee or RCPF , or any member, commissioner, mayor, officer, director, trustee, agent or
employ(:e of any successor of the Trustee, RCPF or Augusta, either personally or in such
capacity under any rule of law or equity, statute or constitution or by the enforcement of any
assessment or penalty or otherwise, and all such liability of any such member, commissioner,
mayor" officer, director, trustee, agent or employee, as such, is hereby expressly waived and
releasedi as a condition of any consideration for the execution of the Trust Indenture and the
issuanCt~ of this Certificate.
It is hereby certified that all conditions, acts and things required to exist, happen and be
performed under applicable law and under the Trust Indenture precedent to and in the issuance of
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this Certificate, exist, have happened and have been performed, and that the issuance,
authentieation and delivery of this Certificate have been duly authorized.
This Certificate shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Trust Indenture until the certificate of authentication here~>n shall
have b~:n duly executed by the Trustee.
The Certificates are subject to extraordinary optional redemption in whole or in part upon
the occurrence of certain events described in Section 5.3 of the Installment Sale Agreement
("Extraordinary Purchase Option") and are. otherwise subject to optional redemption ("Voluntary
Purch3.Sl~ Option") as a result of the exercise of certain purchase options of Augusta set forth in
- Section 4.5(c) of the Installment Sale Agreement from prepayments made by Augusta of Basic
Paymenlts (as defined in the Installment Sale Agreement) and other amounts, on any Interest
Payment Date, at the principal amount thereof plus accrued interest to the redemption date,
The Certificates are subject to mandatory redemption in whole, after termination of the "- _.
Installment Sale Agreement as a result of an Event ofNorr-Appropriation or an Event of Default
(as defined in the Installment Sale Agreement). The Trustee shall apply to the payment of the
~- redemp1ionprice any amounts deposit~-fi:om-*.Jme-.tg..t~ID-tR~Gerti.ficate-Payme.nt-Fimd with- .t,.-";J. --_-
- "-respect to which the Event of Non-Appropriation or Event of Default occurred.-1'he Trustee.may_.
establish such additional dates for the payment of portions of the redemption price as may be
appropriate, taking into consideration the dates when amounts available to pay portions of the
redempt:ion price are available. Amounts available to pay the redemption price may be
insufficient, and the holders of the Certificates shall have no recourse for any such insufficiencies.
Interest on the Certificates shall cease to accrue on the date of any such redemption.
The Certificates are subject to mandatory redemption in whole or in part on any Interest
Payment Date from, and to the extent of, amounts deposited in the Redemption Subaccount of the
Princip~J Account of the Certificate Payment Fund.
The redemption price for all redemptions shall be equal to the principal amount being
redeeffit~ plus accrued interest to any date on which the Certificates are scheduled to be
redeeffit~.
lfthe Certificates are to be redeemed in part following an Event of Default or an Event of
Non-Appropriation, such redemption shall be proportionate among all Certificates and each of the
Certificates shall be redeemed by its proportionate share. For each Certificate, "proportionate"
means ~U1 amount determined by multiplying the aggregate principal to be redeemed on all the
Certificates times a fraction the numerator of which is the outstanding principal amount of such
Certificate and the denominator of which is the outstanding principal amount of all Certificates.
If the Certificates are to be redeemed in part pursuant to an Extraordinary Purchase
Option or a Voluntary Option, the Trustee shall prorate the principal amount of Certificates to be
4
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redeemed among all owners in integral multiples of $5,000 in the manner set forth in the Trust
Indenture.
ln the event the Certificates or portions thereof are called for redemption as aforesaid,
notice thereof identifying the Certificates or portions thereof to be redeemed will be given by the
Trustee by mailing a copy of the redemption notice by first-class mail at least thirty days and not
more than sixty days prior to the date fixed for redemption to the registered owner of each
Certificute at his address as the same shall last appear upon the registration books. Failure to give
such nOltice by mailing to any Certificateholder or any defect therein, shall not affect the validity of
the redemption of any other Certificates. Upon the giving of notice, if sufficient funds available
solely for redemption are on deposit with the Trustee, the Certificates or portions thereof so
called fhr redemption cease to bear interest on and after the specified redemption date.-
GENERAL PROVISIONS
The term "Business Day" shall mean any day excluding Saturday, Sunday and any day..on
which banks in Augusta, Georgia or in such other city in which the principal corporate trust office
-.nf the- Tmstee .is..!aeated'are author..zed-ty-!-a-\v",s%ketkeF-govem:mental acticm:-to-close. '_~ --~.__
Interest hereOn shall be computed on the basis of a 360-day year of twelve thirty-day
months.
Subject to the provisions of the legend set forth at the top of this Certificate and the
provisions of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered
owner hereof on the books kept by the Trustee, in person or by his attorney duly authorized in
writing, upon surrender of this Certificate for transfer at the principal corporate trust office of the
Trustee, and upon payment of the charges and subject to the conditions provided in the Trust
Indenture. Upon such transfer a new Certificate or Certificates for the same aggregate principal
amount of Certificates will be issued to the designated transferee or transferees.
The Trustee may deem and treat the registered owner hereof as the absolute owner hereof
(whether or not this Certificate shall be overdue) for the purpose of receiving payment of: or on
account of: principal hereof and interest due hereon and for all other purposes, and the Trustee
shall n:>t be affected by any notice to the contrary.
The Trustee will not be required to (i) transfer or exchange this Certificate during the
period of fifteen days next preceding any day upon which notice of redemption of such Certificate
is to be made or (ii) transfer or exchange any such Certificate after the giving of notice calling
such Certificate for redemption.
To the extent permitted by, and as provided in, the Trust Indenture, modifications or
amendments of the Trust Indenture or the Installment Sale Agreement, may be made in certain
circumstances by the Trustee and RCPF without the consent of Certificate holder and in other
5
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instances upon the consent in writing of the owners of not less than fifty-one percent in aggregate
principal amount of the Certificates then outstanding.
][N WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC.
has cau~:ed this Certificate to be executed in its name and on its behalfby the manual or facsimile
signature of an authorized officer of the Trustee and the corporate seal of the Trustee to be
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.)
6
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hereunto affixed by facsimile or actual impression and attested to by the manual or facsimile
signatun: of an authorized officer of the Trustee, all as of the year and day first above written.
RICHMOND COUNTY PUBLIC FACILITIES,
INC. CERTIFICATES OF PARTICIPATION
(AUGUSTA GOLF COURSE PROJECT), SERIES
1998 TRUST
By: REGIONS BANK,
as Trustee
By: I~~JL.-,,-z-
Attest:G~~.~~ ~ ~~-ci--J
Its Authorized Officer
[BANK SEAL]
CERTIFICATE OF AUTHENTICATION
This Certificate is one of the Certificates described in the within-mentioned Trust
Indenture.
Date of Authentication: July 2. 1998
Regions Bank,
AS TRUSTEE
By:d~~" ·
J orized Signatory
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
[please insert name and Social Security or
other idl:mtifying number of assignee] the within Certificate and all rights thereunder, and hereby
irrevocably constitutes and appoints attorney, to transfer the
within Certificate on the books kept for registration thereot:>with full power of substitution in the
premises. The undersigned certifies that it has complied with the restrictions set forth in the
investment letter executed by the undersigned at the time of its purchase of this Certificate and the
legend !:et forth at the beginning of this Certificate, and that the transferee has delivered to the
7
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Trustee an inv~ent letter in substantially the same form as executed by the undersigned at the
time of its purchase of the Certificate.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Certificate in every particular,
without alteration or enlargement or any change
whatever.
Signature: Guaranteed By:
8
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COpy
LEGEND: THIS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN
"ACCREDITED INVESTOR" AS THAT TERM IS DEFlNED BY REGULATION D
PROMULGATED BY THE SECURITIES EXCHANGE COMMISSION UNDER TIfE
SECURlITIES ACT OF 1933, AS AMENDED. NO OFFICIAL STATEMENT OR OTHER
OFFERlNG DOClThffiNT HAS BEEN PREPARED OR EXECUTED IN CONNECTION
Willi THE ISSUANCE OF TIllS CERTIFICATE. TIllS CERTIFICATE SHALL NOT BE
TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAINED IN
SECURITIES AND EXCHANGE COMMISSION RULE l5c2-l2( d)(l)(i), THE EXEMPTION
FROM THE CONTINUING DISCLOSURE REQUIREMENTS OF SECURITIES AND
EXCHANGE COMMISSION RULE l5c2-l2(b)(5) OR ANY SlMILAR RULES OR
STATUTES IN EFFECT AT THE TIME OF SUCH TRANSFER.
RICHMOND COUNTY PUBLIC FACILITIES, INC.
CERTIFICATE OF P ARTICIP ATION
~ - (AUGUSTA GOLF COURSE PROJECT), SERlES_1.998
Evidencing a Proportionate, Undivided Interest in an Installment Sale Agreement (the
- -.~ &..e.. "Inst211me~t- Sale A.~ement") Between Augusta,georgia~d-RichmOEdCmmty-PlJblic...-
Facilities, Inc. . ---
. r
~ --,.-~ ....-
Maturit~
Dated Date
Number
June 30, 2013
July 2, 1998
R-2
Registered Owner: Regions Bank
Initial Principal Amount: $345,000.00
Initial Interest Rate: 5.18%
THIS CERTIFIES THAT the principal amount of this Certificate less principal
redemptions thereof will be paid in lawful money of the United States of America to the registered
owner :;hown above, or registered assigns, upon Interest Payment Dates (as defined herein) in the
amounts set forth in the Trust Indenture and the final payment of principal upon surrender of this
Richmond County Public Facilities, Inc. Certificate of Participation (Augusta Golf Course
Project), Series 1998 (this "Certificate") on the Maturity Date shown above or on such earlier
date or dates as herein described, with interest on said sum from the Interest Payment Date next
preceding the date of authentication hereof(unless the authentication date is an Interest Payment
Date or prior to the first Interest Payment Date, in which case it shall bear interest from such
authent:ication date) at the Initial Interest Rate set forth above as the same may be adjusted as
hereinafter provided payable on the Interest Payment Dates, subject to the provisions hereof
respecting redemption before maturity.
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This Certificate is one of the duly authorized Certificates issued in the aggregate principal
amount of$1,705,000. This Certificate is issued by the Richmond County Public Facilities, Inc.
Certificates of Participation (Augusta Golf Course Project), Series 1998 Trust (the "Trust")
established under, and subject to the terms, provisions and conditions of: a Trust Indenture, dated
as of June 1, 1998 (the "Trust Indenture"), between the Richmond County Public Facilities, Inc., '
(the "RCPF") and Regions Bank, as trustee (the "Trustee"), to which Trust Indenture the'owner
of this Certificate by virtue of the acceptance hereof assents and by which each such owner is
bound. Copies of the Trust Indenture may be obtained by Certificate holders upon request in
writing to the Trustee at its principal corporate trust office in Birmingham, Alabama. This
Certificate represents a fractional undivided interest in a Public Purpose Installment Sale
Agreement (the "Installment Sale Agreement") between RCPF and Augusta, Georgia
- ("'Augu~") dated as of June 1, 1998, and the Installment Payments (as defined in the Installment-"7-4 -:..
Sale Agreement) to be made thereunder, a portion of which constitutes principal and redemption
premium (If any) and a portion of which constitutes interest. The fractional interest represented
&.:" .... - ..by this Certificate is determined by-dividing the outstanding prinsipC!! amount he[eunder~ the..:. -.,...:- -
-,- outstanding principal amount of all Certificates under the Trust Indenture. The Inst-al1ment~Sale -
'n Agreement is to be administered pursuant to the Trust Indenture. The Installment :Rayments_
-~. - .. - '~er~ the Installment Sale' Agreement w'Jl ronstit1.ue..r~rrentl~dgew4/~'.xpend~~ lfP$_..of All8J1,st~ . "'- - _.~
- ""Acrgusta's.obligations-to make payments under the Installment Sale Agreement shall be-from year~ -----
to year only and shall not constitute a mandatory payment obligation-of Augusta in.any ca:Iendar
year beyond the then current calendar year. The Installment Sale Agreement does not create a
general obligation of Augusta within the meaning of any constitutional debt limitation and does
not dirc~ly or indirectly obligate Augusta to make any payments beyond those appropriated in the
sole dh:cretion of Augusta for any calendar year in which the Installment Sale Agreement shall be
in effect. Augusta is not obligated to renew the Installment Sale Agreement from year to year,
and the: taxing power of Augusta is not pledged directly or indirectly or contingently to secure the
Installm.ent Payments.
The Certificates are issuable in the amount of $5,000 or any integral multiple thereof: in
fully re:gistered form dated the Dated Date set forth above. Certificates may be transferred and
exchanged at the principal corporate trust office of the Trustee, in the manner and subject to the
limitations and conditions provided in the Trust Indenture.
The final principal installment of this Certificate is payable, at the Maturity Date shown
above, upon the presentation and surrender thereof: at the corporate trust office of the Trustee
and payment of the interest with respect to this Certificate and the semi-annual principal
instalhnents shall be made by the Trustee on each Interest Payment Date to the person appearing
as the registered owner thereof as of the close of business on the Record Date by check mailed to
such registered owner at its address as it appears on the registration books maintained by the
Trustee or at such other address as is furnished in writing to the Trustee, as registrar. The Record
Date shall be the fifteenth day of the month preceding each Interest Payment Date.
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lnterest is payable in arrears on June 30 and December 31 of each year, commencing
December 31, 1998, until maturity, redemption or acceleration, and if such day is not a Business
Day, on the next succeeding Business Day (each such day being an "Interest Payment Date").
This Celtificate shall bear interest at the Initial Interest Rate per annum shown above through
December 31,2003, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to
exceed il5% per annum. "Adjusted Rate" means a rate of interest per annum equal to 95% of the
United States Treasury Bond rate for five (5) year maturities which shall be determined and set
for each Adjusted Rate Period on October 1 immediately preceding the beginning of such
Adjusted Rate Period. Adjusted Rate Period means the time period from January 1, 2004 through
December 31, 2008 and from January 1, 2009 and thereafter.
....-
- <> ~- Interest and- the semi-annual principal installments due to any holder of Certificates~in' an - .
aggregate principal amount of S 1,000,000 or more will be paid, upon the request of any such
holder delivered to the Trustee at least five Business Days prior to the due date of such payments,
by wire transfer to an account designated-by such holder. _ _ _ _ _ _ __ _ _'_ - _
.;:~.--'-...
Reference is made to the Trust Indenture, the Installment .sale Agreement, and to all
::;upplements th0r~ro-for a description ofthe..JJ.ature ami p,tienLof.the T~sLEslatp.rtbe rights,....~ -
duties clltld-chligations-ofRCPF, the Trustee and Augusta, the rights of the holders.ofthe-=--. -..
Certificates, the issuance of the Certificates, and the terms-on which.the Certificates are or may be
issued and secured, and to all the provisions of which the holder hereof by the acceptance of this
Certificate assents.
Any term used in this Certificate as a defined term but not defined in this Certificate shall
have th(: meaning assigned to such term in the Trust Indenture or the Installment Sale Agreement.
References herein to the Certificate Payment Fund and the accounts therein shall be to the
Certificate Payment Fund and the accounts therein established under the Trust Indenture.
No recourse shall be had for the payment of the principal of: or interest on this Certificate
or for allY claim based hereon or upon any obligation, covenant, or agreement contained herein or
in the Trust Indenture, against any past, present or future member, commissioner, mayor, officer,
director. trustee, agent or employee of the Trustee, RCPF or Augusta, either directly or through
the Tru:itee or RCPF , or any member, commissioner, mayor, officer, director, trustee, agent or
employee of any successor of the Trustee, RCPF or Augusta, either personally or in such
capacity under any rule oflaw or equity, statute or constitution or by the enforcement of any
assessment or penalty or otherwise, and all such liability of any such member, commissioner,
mayor" officer, director, trustee, agent or employee, as such, is hereby expressly waived and
released as a condition of any consideration for the execution of the Trust Indenture and the
issuancc~ of this Certificate.
It is hereby certified that all conditions, acts and things required to exist, happen and be
performed under applicable law and under the Trust Indenture precedent to and in the issuance of
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this Cettificate, exist, have happened and have been performed, and that the issuance,
authentication and delivery of this Certificate have been duly authorized.
This Certificate shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Trust Indenture until the certificate of authentication hereon shall
have been duly executed by the Trustee. .
The Certificates are subject to extraordinary optional redemption in whole or in part upon
the OCClJrrence of certain events described in Section 5.3 of the Installment Sale Agreement
("Extraordinary Purchase Option") and are otherwise subject to optional redemption (II Voluntary
Purcha!:e Option") as a result of the exercise of certain purchase options of Augusta- set forth in--
- Section 4.5(c) of the Installment Sale Agreement from prepayments'made by Augusta of Basic
Payments (as defined in the Installment Sale Agreement) and other amounts, on any Interest
Payment Date, at the principal amount thereof plus accrued interest to the redemption date,
The Certificates are subject tomandat~ r.edemptionJn whole,. after termination of-the
- Installment Sale Agreement as a result of an Event- of Non-Appropriation or an Event of Default,
(as defined in the Instalhnent Sale Agreement). - The Trustee shall apply to the payment of the
---.q _redemption - price aIijU...tTIounts-.rleposited..fro.ro...tim.e. t9.1.ime..in 'the-€\;rtificat~P~}11lent Ftmd'fWith. - -- _ _~"'" . _
respect to which the Event ofNon:-Appropriation or Event of Default occurred. The Trustee may
establish such-additional dates for the payment of portions of the redemption price as may be
appropJiate, taking into consideration the dates when amounts available to pay portions of the
redemption price are available. Amounts available to pay the redemption price may be
insuffic:lent, and the holders of the Certificates shall have no recourse for any such insufficiencies.
Interest on the Certificates shall cease to accrue on the date of any such redemption.
The Certificates are subject to mandatory redemption in whole or in part on any Interest
Payment Date from, and to the extent of: amounts deposited in the Redemption Subaccount of the
Principal Account of the Certificate Payment Fund.
The redemption price for all redemptions shall be equal to the principal amount being
redeemed plus accrued interest to any date on which the Certificates are scheduled to be
redeemed.
If the Certificates are to be redeemed in part following an Event of Default or an Event of
Non-Appropriation, such redemption shall be proportionate among all Certificates and each of the
Certificates shall be redeemed by its proportionate share. For each Certificate, IIproportionate"
means ~m amount determined by multiplying the aggregate principal to be redeemed on all the
Certificates times a fraction the numerator of which is the outstanding principal amount of such
Certificate and the denominator of which is the outstanding principal amount of all Certificates.
If the Certificates are to be redeemed in part pursuant to an Extraordinary Purchase
Option or a Voluntary Option, the Trustee shall prorate the principal amount of Certificates to be
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redeemed among all owners in integral multiples of$5,000 in the manner set forth in the Trust
Indenture.
In the event the Certificates or portions thereof are called for redemption as aforesaid,
notice thereofidentifying the Certificates or portions thereof to be redeemed will be given by the
Trustee: by mailing a copy of the redemption notice by first-class mail at least thirty days and not
more than sixty days prior to the date fixed for redemption to the registered owner of each
Certificate at his address as the same shall last appear upon the registration books. Failure to give
such notice by mailing to any Certificateholder or any defect therein, shall not affect the validity of
the redl~mption of any other Certificates. Upon the giving of notice, if sufficient funds available
solely f.or redemption are on deposit with the Trustee, the Certificates or portions thereof so
- called tor redemption cease to bear interesfon.a.ml after-the specified redemption date.
GENERAL PROVISIONS
, -, ....
The term "Business Day" shall mean any day excluding Saturday, Sunday and any day on
which banks in Augusta, Georgia or in such other city in which the principal corporate trust office
of the Trustee is lo.~ted are authorized hy law .or.-oth~govelllInOOtal-action-to-close~ -... =....:..
~.
. Interest hereon shall be computed on the basis of a 360-day year of twelve thirty-day -
months.
Subject to the provisions of the legend set forth at the top of this Certificate and the
provisions of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered
owner hereof on the books kept by the Trustee, in person or by his attorney duly authorized in
writing, upon surrender of this Certificate for transfer at the principal corporate trust office of the
TrustC(:, and upon payment of the charges and subject to the conditions provided in the Trust
Indentulre. Upon such transfer a new Certificate or Certificates for the same aggregate principal
amount of Certificates will be issued to the designated transferee or transferees.
The Trustee may deem and treat the registered owner hereof as the absolute owner hereof
(wheth~r or not this Certificate shall be overdue) for the purpose of receiving payment of: or on
account of: principal hereof and interest due hereon and for all other purposes, and the Trustee
shall not be affected by any notice to the contrary.
The Trustee will not be required to (i) transfer or exchange this Certificate during the
period lof fifteen days next preceding any day upon which notice of redemption of such Certificate
is to be made or (ii) transfer or exchange any such Certificate after the giving of notice calling
such a~rtificate for redemption.
To the extent permitted by, and as provided in, the Trust Indenture, modifications or
amendments of the Trust Indenture or the Installment Sale Agreement, may be made in certain
circum:rtances by the Trustee and RCPF without the consent of Certificate holder and in other
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instances upon the consent in writing of the owners of not less than fifty-one percent in aggregate
principal amount of the Certificates then outstanding. .
1[N WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC.
has cam:ed this Certificate to be executed in its name and on its behalfby the manual or facsimile
signature of an authorized officer of the Trustee and the corporate seal of the Trustee to be
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
6
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hereunto affixed by facsimile or actual impression and attested to by the manual or facsimile
signatur1e of an authorized officer of the Trustee. all as of the year and day first above written.
RICHMOND COUNTY PUBLIC FACILITIES.
INC. CERTIFICATES OF PARTICIPATION
(AUGUST A GOLF COURSE PROJECT), SERIES
1998 TRUST
By: REGIONS BANK,
as Trustee
By: ~. ,~
Its Au orized Officer
Attest~-,f~e.;-<,--/ ~ ~~.-J
Its Authorized Officer
[BANK SEAL]
CERTIFICATE OF AUTHENTICATION
This Certificate is one of the Certificates described in the within-mentioned Trust
Indenture.
Date of Authentication: July 2. 1998
Regions Bank,
AS TRUSTEE
BY:~~.~
orized SIgnatOry
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers ooto
[please insert name and Social Security or
other identifying number of assignee] the within Certificate and all rights thereunder. and hereby
irrevoc:ably constitutes and appoints attorney, to transfer the
within Certificate on the books kept for registration thereof:" with full power of substitution in the
premises. The undersigned certifies that it has complied with the restrictions set forth in the
investment letter executed by the undersigned at the time of its purchase of this Certificate and the
legend set forth at the beginning of this Certificate, and that the transferee has delivered to the
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Trustee ~1Il investment letter in substantially the same form as executed by the undersigned at the
time of its purchase of the Certificate.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Certificate in every particular,
without alteration or enlargement or any change
whatever.
Signature: Guaranteed By:
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COPY
LEGEND: TIllS CERTIFICATE SHOULD BE PURCHASED ONLY BY AN
"ACCREDITED INVESTOR" AS THAT TERM IS DEFINED BY REGULATION D
PROMULGATED BY THE SECURITIES EXCHANGE COMMISSION UNDER TIlE
SECURITIES ACT OF 1933, AS AMENDED. NO OFFICIAL STATEMENT OR OTHER
OFFERING DOCUMENT HAS BEEN PREPARED OR EXECUTED IN CONNECTION -
WITH 'TIlE ISSUANCE OF TIllS CERTIFICATE. TIllS CERTIFICATE SHALL NOT BE
TRANSFERRED IF SUCH TRANSFER WOULD VOID THE EXEMPTION CONTAINED IN
SECURITIES AND EXCHANGE COMMISSION RULE l5c2-l2(d)(1)(i), THE EXEMPTION
FROM THE CONTINUING DISCLOSURE REQUIREMENTS OF SECURITIES AND
EXCRWGE COMMISSION RULE l5c2-l2(b)(5) OR ANY SIMILAR RULES OR
STATUTES IN EFFECT AT THE TIME OF SUCH TRANSFER.
r"'",-~--,
RICHMOND COUNTY PUBLIC FACILITIES, INC.
CERTIFICATE OF P ARTICIP ATION
(AUGUST A GOLF COURSE PROJECT).,. SERIES 19.98 0 = .-..-
- 1": ,- ..'~
. ':" Eviden:ing a Proportionate, Undivided Interest in an Installnient Sale Agreement (the
- - - -==, ~._~-. 1I~sta1lment Sale Agreementll) BetweeaAugnstas-J3eorgia..anrl-BklLrnond ('~,lOtyPllhlic
Facilities, Inc.
Maturily Date
Dated Date
Number
June 30, 2013
July 2, 1998
R-l
Registc::red Owner: NationsBank, N.A
Initial Principal Amount: $340,000.00
Initial Interest Rate: 5.18%
TIllS CERTIFIES THAT the principal amount of this Certificate less principal
redemptions thereof will be paid in lawful money of the United States of America to the registered
owner shown above, or registered assigns, upon Interest Payment Dates (as defined herein) in the
amounts set forth in the Trust Indenture and the final payment of principal upon surrender of this
Richmond County-Public Facilities, Inc. Certificate of Participation (Augusta Golf Course
Project), Series 1998 (this IICertificatell) on the Maturity Date shown above or on such earlier
date or dates as herein described, with interest on said sum from the Interest Payment Date next
. preceding the date of authentication hereof (unless the authentication date is an Interest Payment
Date o:r prior to the first Interest Payment Date, in which case it shall bear interest from such
authentication date) at the Initial Interest Rate set forth above as the same may be adjusted as
hereinafter provided payable on the Interest Payment Dates, subject to the provisions hereof
respec1mg redemption before maturity.
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-----
This Certificate is one of the duly authorized Certificates issued in the aggregate principal
amount of$1,705,000. This Certificate is issued by the Richmond County Public Facilities, Inc.
Certificates of Participation (Augusta Golf Course Project). Series 1998 Trust (the "Trust")
established under, and subject to the terms, provisions and conditions of: a Trust Indenture, dated
as of June 1, 1998 (the "Trust Indenture"), between the Richmond County Public Facilities, Inc.,
(the "RCPF") and Regions Bank, as trustee (the "Trustee"), to which Trust Indenture the 'owner
of this Certificate by virtue of the acceptance hereof assents and by which each such owner is
bound. Copies of the Trust Indenture may be obtained by Certificate holders upon request in
writing to the Trustee at its principal corporate trust office in Birmingham, Alabama. This
Certificate represents a fractional undivided interest in a Public Purpose Installment Sale
Agreement (the "Installment Sale Agreement") between RCPF and Augusta, Georgia
(" Augu.sta") dated as of June 1, 1998, and the InStallment Payments (as defined in the Installment
Sale Agreement) to be made thereunder, a portion of which constitutes principal and redemption
premium (if any) and a portion of which constitutes interest. The fractional interest represented
--by this Certificate is detennined by dividing-the 0u~dmg principal amounthereunderlw the----- - -.
outstanding principal amount of all Certificates under the Trust Indenture. The Installment Sale -
Agreement is to be administered pursuant to the Trust Indenture. The Installment Payments
l1l1der the Installiumt Sale-Agreem~nt will-emwtit'....~~waPk!y..i.udgetedexpenditures-of Augusta,..-. - ----~
-Augusta's obligations to make payments-under the In'stallinent Sale-Agreement-shall beiTom year-
to year only and shall not constitute a mandatory payment obligation of Augusta in any calendar
year beyond the then current calendar year. The Installment Sale Agreement does not create a
general obligation of Augusta within the meaning of any constitutional debt limitation and does
not dirt::ctly or indirectly obligate Augusta to make any payments beyond those appropriated in the
sole discretion of Augusta for any calendar year in which the Installment Sale Agreement shall be
in effect. Augusta is not obligated to renew the Installment Sale Agreement from year to year,
and the taxing power of Augusta is not pledged directly or indirectly or contingently to secure the
Installment Payments.
The Certificates are issuable in the amount of $5,000 or any integral multiple thereof: in
fully registered form dated the Dated Date set forth above. Certificates may be transferred and
exchanged at the principal corporate trust office of the Trustee, in the manner and subject to the
limitations and conditions provided in the Trust Indenture.
The final principal installment of this Certificate is payable, at the Maturity Date shown
above, upon the presentation and surrender thereof: at the corporate trust office of the Trustee
and payment of the interest with respect to this Certificate and the semi-annual principal
installments shall be made by the Trustee on each Interest Payment Date to the person appearing
as the registered owner thereof as of the close of business on the Record Date by check mailed to
such registered owner at its address as it appears on the registration books maintained by the
Trustee:: or at such other address as is furnished in writing to the Trustee, as registrar. The Record
Date shall be the fifteenth day of the month preceding each Interest Payment Date.
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Interest is payable in arrears on June 30 and December 31 of each year, commencing
Decemb er 31, 1998, until maturity, redemption or acceleration, and if such day is not a Business
Day, on the next succeeding Business Day (each such day being an "Interest Payment Date").
This Celtificate shall bear interest at the Initial Interest Rate per annum shown above through
December 31, 2003, and thereafter at the Adjusted Rate during each Adjusted Rate Period, not to
exceed 15% per annum. "Adjusted Rate" means a rate of interest per annum equal to 95%'ofthe
United States Treasury Bond rate for five (5) year maturities which shall be determined and set
for each Adjusted Rate Period on October 1 immediately preceding the beginning of such
Adjusted Rate Period. Adjusted Rate Period means the time period from January 1, 2004 through
December 31,2008 and from January 1,2009 and thereafter.
Interest and the semi-annual principal instalL-nents due to any holder of Certificates in an
aggregate principal amount of$l,OOO,OOO or more will be paid, upon the request of any such
holder delivered to the Trustee at least five Business Days prior to the due date of such payments,
by w.re transfer to a.q account designate0,!)y su.ch.holder.' ..... . _.... .' " -'
Reference is made to the Trust Indenture, the Installment Sale Agreement, and to all
- ~ supplements there~.rlescription,of~~ extent:'~fthe Trost-Estate, the.rights,- --
duties and obligations ofRCPF, the Trustee and kugusta,-the rights-of the holders .ofthe
Certifica.tes, the issuance of the. Certificates, and the terms on which the Certificates are or may be
issued and secured, and to all the provisions of which the holder hereofby the acceptance of this
Certificalte assents.
Any term used in this Certificate as a defined term but not defined in this Certificate shall
have the meaning assigned to such term in the Trust Indenture or the Installment Sale Agreement.
Referenc;es herein to the Certificate Payment Fund and the accounts therein shall be to the
Certificalte Payment Fund and the accounts therein established under the Trust Indenture.
No recourse shall be had for the payment of the principal of: or interest on this Certificate
or for allY claim based hereon or upon any obligation, covenant, or agreement contained herein or
in the Trust Indenture, against any past, present or future member, commissioner, mayor, officer,
director,. trustee, agent or employee of the Trustee, RCPF or Augusta, either directly or through
the Trustee or RCPF , or any member, commissioner, mayor, officer, director, trustee, agent or
employee of any successor of the Trustee, RCPF or Augusta, either personally or in such
capacity under any rule oflaw or equity, statute or constitution or by the enforcement of any
assessm~nt or penalty or otherwise, and all such liability of any such member, commissioner,
mayor" officer, director, trustee, agent or employee, as such, is hereby expressly waived and
released as a condition of any consideration for the execution of the Trust Indenture and the
issuance: of this Certificate.
It is hereby certified that all conditions, acts and things required to exist, happen and be
performed under applicable law and under the Trust Indenture precedent to and in the issuance of
3
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this Certificate, exist, have happened and have been performed, and that the issuance,
authentication and delivery of this Certificate have been duly authorized.
This Certificate shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Trust Indenture -until the certificate of authentication hereon shall
have bCf~n duly executed by the Trustee. .
The Certificates are subject to extraordinary optional redemption in whole or in part upon
the occurrence of certain events described in Section 5.3 of the Installment Sale Agreement
("Extraordinary Purchase Optiontl) and are otherwise subject to optional redemption ("Voluntary
Purchase Optiontl) as a result of the exercise of certain purchase options of Augusta set forth in
- Section 4.5(c) ofthelnstallment Sale Agreement-from prepayments made by Augusta of Basic "
Payments (as defined in the Installment Sale Agreement) and other amounts, on any Interest
Payment Date, at the principal amount thereof plus accrued interest to the redemption date,
< "',- TheCertificates are subject to mandatory.redemption in whole; after termination of_the - ___ . _ -
Installment Sale- Agreement-as a result of an Event of Non-Appropriation or an'Event of-Default-
(-as defined in the Installment Sale Agreement). The Trustee shall apply to the payment of the-
. -- -- - _. - -G:..~emption:- pric~3Jlramounts deposited from time.OO-time-iMOO€ertifi~P~~Fun~ - --
respect to' which the Event of Non-Appropriation or Event of Default occurred. The.Trustee may. _.,
establish. such additional dates for the payment of portions of the redemption-price as mayJ>e .
appropdate, taking into consideration the dates when amounts available to pay portions of the
redemption price are available. Amounts available to pay the redemption price may be
insufficient, and the holders of the Certificates shall have no recourse for any such insufficiencies.
Interest on the Certificates shall cease to accrue on the date of any such redemption.
The Certificates are subject to mandatory redemption in whole or in part on any Interest
Payment Date from, and to the extent of: amounts deposited in the Redemption Subaccount of the
Princip.al Account of the Certificate Payment Fund.
The redemption price for all redemptions shall be equal to the principal amount being
redeemed plus accrued interest to any date on which the Certificates are scheduled to be
redeemed.
If the Certificates are to be redeemed in part following an Event of Default or an Event of
Non-Appropriation, such redemption shall be proportionate among all Certificates and each of the
Certifi<:ates shall be redeemed by its proportionate share. For each Certificate, "proportionate"
means an amount determined by multiplying the aggregate principal to be redeemed on all the
Certifil:ates times a fraction the numerator of which is the outstanding principal amount of such
Certifi(~te and the denominator of which is the outstanding principal amount ofall Certificates.
If the Certificates are to be redeemed in part pursuant to an Extraordinary Purchase
Option or a Voluntary Option, the Trustee shall prorate the principal amount of Certificates to be
4
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redeemed among all owners in integral multiples of$5,000 in the manner set forth in the Trust
Indentulre.
In the event the Certificates or portions thereof are called for redemption as aforesaid,
notice thereof identifying the Certificates or portions thereof to be redeemed will be given by the
Trustee by mailing a copy of the redemption notice by first-class mail at least thirty days and not
more than sixty days prior to the date fixed for redemption to the registered owner of each
Certificate at his address as the same shall last appear upon the registration books. Failure to give
such notice by mailing to any Certificateholder or any defect therein, shall not affect the validity of
the redc:mption of any other Certificates. Upon the giving of notice, if sufficient funds available
solely fi)r redemption are on deposit with the Trustee, the Certificates or portions thereof so
- called-f,)r redemption cease to bear interest on and after the specified redemption date.-
GENERAL PROVISIONS
The term "Business Day" shall mean any day excluding Saturday, Sunday and any day on'
Pc which hanks in Augusta, Georgia or in such other city in which the-principal corporate trust office
~~ O'r --' clthe Trustee-is located- ar-e authorized.hylaw Q.t-Other gov.e.romerlt:t> t,?~2tion to...dose- .~,
Interest hereon shall be computed on the basis ofa 360-day year of twelve thirty-day
month~:.
Subject to the provisions of the legend set forth at the top of this Certificate and the
provisions of Section 2.09 of the Trust Indenture, this Certificate is transferable by the registered
owner hereof on the books kept by the Trustee, in person or by his attorney duly authorized in
writing, upon surrender of this Certificate for transfer at the principal corporate trust office of the
Truste'e, and upon payment of the charges and subject to the conditions provided in the Trust
Indenture. Upon such transfer a new Certificate or Certificates for the same aggregate principal
amount of Certificates will be issued to the designated transferee or transferees.
The Trustee may deem and treat the registered owner hereof as the absolute owner hereof
(whether or not this Certificate shall be overdue) for the purpose of receiving payment of: or on
accowlt ot: principai hereof and interest due hereon and for all other purposes, and the Trustee
shall not be affected by any notice to the contrary.
The Trustee will not be required to (i) transfer or exchange this Certificate during the
period. of fifteen days next preceding any day upon which notice of redemption of such Certificate
is to be made or (Ii) transfer or exchange any such Certificate after the giving of notice calling
such Certificate for redemption.
To the extent permitted by, and as provided in, the Trust Indenture, modifications or
amendments of the Trust Indenture or the Installment Sale Agreement, may be made in certain
circumstances by the Trustee and RCPF without the consent of Certificate holder and in other
5
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instanC(:s upon the consent in writing of the owners of not less than fifty-one percent in aggregate
principal amount of the Certificates then outstanding.
IN WITNESS WHEREOF, the RICHMOND COUNTY PUBLIC FACILITIES, INC.
has cau:~ed this Certificate to be executed in its name and on its behalfby the manual or facsimile
signature of an authorized officer of the Trustee and the corporate seal of the Trustee to be
(REMAINDER OF PAGE INTENTIONALLY LEFf BLANK)
6
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hereunto affixed by facsimile or actual impression and attested to by the manual or facsimile
signature of an authorized officer of the Trustee, all as of the year and day first above written.
RICHMOND COUNTY PUBLIC FACILITIES,
INC. CERTIFICATES OF PARTICIPATION
(AUGUST A GOLF COURSE PROJECT), SERIES
1998 TRUST
By: REGIONS BANK,
as Trustee
By: 4Q- 6~~~p
Its Authorized Officer
AttestC7~o'.;....)~ v/~.=~--L,~
Its Authorized Officer
[BANK SEAL]
CERTIFICATE OF AUTHENTICATION
This Certificate is one of the Certificates described in the within-mentioned Trust
Indenh!re.
Date of Authentication: July 2. 1998
Regions Bank,
AS TRUSTEE
B~ ~ &-~
Autho Signatory
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
[please insert name and Social Security or
other identifying number of assignee] the within Certificate and all rights thereunder, and hereby
irrevocably constitutes and appoints attorney, to transfer the
within Certificate on the books kept for registration thereot:" with full power of substitution in the
premiSl~. The undersigned certifies that it has complied with the restrictions set forth in the
investment letter executed by the undersigned at the time of its purchase of this Certificate and the
legend set forth at the beginning of this Certificate, and that the transferee has delivered to the
7
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Trustee an investment letter in substantially the same form as executed by the undersigned at the
time of its purchase of the Certificate.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Certificate in every particular,
without alteration or enlargement or any change
whatever.
Signature Guaranteed By:
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PROJECT FUND REQUISITION
Date: July ,~ ~, 1998
Requisition No.: 1
Regions Bank, as Trustee
BirmineJtarn, Alabama
Re:: Richmond County Public Facilities, Inc. Certificates of Participation
(Augusta Golf Course Project), Series 1998
To the Addressee:
Amount of Disbursement Requested:
$68,920.45
$0
Total of Prior Disbursements:
1. All capitalized terms used herein shall have the meanings assigned to them in a Trust
Indenture, dated as of June 1, 1998, between Richmond County Public Facilities, Inc. and you, as Trustee.
2. Each obligation for which a disbursement is hereby requested is described in reasonable detail
on Schedule A hereto together with the name and address of the person, firm or corporation to whom payment
is due.
3. The undersigned hereby certifies that:
(a) insofar as such obligation was incurred for work, material, supplies or equipment in
connection with the Project, such work was actually performed, or such material, supplies or
equipment were actually installed in or about the construction or delivered at the site of the work for
that: purpose;
(b) each obligation mentioned on Schedule A has been properly incurred, is a proper
charge against the Project Fund, has not been paid and the bill, invoice or statement of account for
such. obligation, or a copy thereof, is on file with the City;
(c) the undersigned has no notice of any vendor's, mechanic's or other liens or rights to
liens, chattel mortgages, conditional sales contracts or security interests which should be satisfied or
discharged before such payment is made;
(d) such requisition contains no item representing payment on account, or any retained
perl:entages which the City is, at the date of such certificate, entitled to retain.
Given this ;ArJ.. day of July, 1998.
TIll ~ eoDIMd u
~~",
.
SCHEDULE A TO
REQUISITION NO. I
Issuance <:us.ts.;.
Regions Bank - Acceptance Fee
Hull, Towill, Norman & Barrett - Fees
Title Insurance Premium
Out of Pocket Expenses
Burnside, Wall, Daniel, Ellison & Revell- Fees
TOTAL:
Pre-Sale <~
T.o Augusta Georgia - Reimbursement for
Amounts Paid to:
Atlantic Supply & Equipment
R.A. Fields Maintenance Co.
James G. Swift & Associates
Atlanta Energy Resources
TOTAL:
P...D..Jt.
157290
157917
157920
61819
.
1,530.00
15,000.00
3,208.75
236.61
14,124.64
34,100.00
2,584.40
2,100.00
26,947.10
3,188.95
34,820.45
.
.
RICHMOND COUNTY PUBLIC FACILITIES, INC.
CERTIFICATES OF P ARTICIP ATION (AUGUST A GOLF COURSE PROJECT)
SERIES 1998
RECEIPT FOR CERTIFICATE
Georgia Bank & Trust Company of Augusta acknowledges receipt of the above-captioned
Certificate Number R-3 in the principal amount of$340,000.00.
Dated July 2, 1998.
GEORGIA BANK & TRUST COMPANY
OF AUGUSTA
By:
.
e
RICHMOND COUNTY PUBLIC FACILITIES, lNC.
CERTIFICATES OF PARTICIPATION (AUGUSTA GOLF COURSE PROJECT)
SERIES 1998
RECEIPT FOR CERTIFICATE
NationsBank, N.A acknowledges receipt of the above-captioned Certificate Number R-l
in the principal amount of $340,000.00.
Dated Iuly 2, 1998.
NATIONSBANK, N.A
BY:~~
Its Authorized Offic r
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RICHMOND COUNTY PUBLIC FACILITIES, INC.
CERTIFICATES OF PARTICIPATION (AUGUSTA GOLF COURSE PROJECT)
SERIES 1998
RECEIPT FOR CERTIFICATE
RI;:gions Bank acknowledges receipt of the above-captioned Certificate N~mber R-2 in the
principal amount of$345,000.00.
Dated July 2, 1998.
REGIONS BANK
By ~~~.-iF;:'
Its Authorized Officer
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RICHMOND COUNTY PUBLIC FACILITIES, INC.
CERTIFICATES OF P ARTICIP ATION (AUGUST A GOLF COURSE PROJECT)
SERIES 1998
RECEIPT FOR CERTIFICATE
SunTrust Bank, Augusta, N.A acknowledges receipt of the above-captioned Certificate
Number R-5 in the principal amount of $340,000.00.
Dated July 2, 1998.
SUNTRUST BANK, AUGUSTA, N.A
BY~/
I s Authorized ffieer
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RICHMOND COUNTY PUBLIC FACILITIES, INC.
CERTIFICATES OF P ARTICIP ATION (AUGUST A GOLF COURSE PROJECT)
SERIES 1998
RECEIPT FOR CERTIFICATE
SouthTrust Bank, N.A acknowledges receipt of the above-captioned Cert'ifieate Number
R-4 in the principal amount of$340,000.00.
Dated July 2, 1998.
SOUTHTRUST BANK, N.A
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STOCK# 91901
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SUMMARY OF PUBLIC HEARING
ON A PUBLIC PURPOSE INSTALLMENT SALES AGREEMENT
INVOLVING THE SALE OF REAL ESTATE
BETWEEN AUGUSTA, GEORGIA AND
RICHMOND COUNTY PUBLIC FACILITIES, INC.
BELD ON JUNE 15, 1998
Mr. James B. Wall, acting as Hearing Officer for Augusta, Georgia ("Augusta") called the
hearingio order at 10:00 a.m. on June 15, 1998 in Room 802-03, City-County MunicipaI' . ..,.
Building, 530 Greene Street, Augusta, Georgia. Mr. Wall stated that this was a public hearing to
ron8ider a proposed Public Purpose Installment Sales Agreement (the "Agreement")between.<:. ___
Richmond County Facilities, Inc. ("Faeilities") as seller and Augusta as purchaser. The proposed
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trarlsaGt:on in'.'c!ves_a_transfecoftitle to.the Augusta Golf Course on Highland Avenue and'
Damascus Road (the "Golf Course") to Facilities with Facilities agreeing to' make certain
improvements to the Golf Course and entering into the Agreement to sell the Golf Course in its
improved condition baek to Augusta at a priee of$1,705,000 payable in installments over a fifteen
year period. During this fifteen year period, Augusta will remain in possession of the Golf Course
and will hold title to the real estate subject to reversion to Facilities if the purchase pnce
installments under the Agreement are not paid. The hearing is being held pursuant to the
requirements of Section 36-60-13(g), Official Code of Georgia Annotated. Mr. Wall stated that
notice ofthis public hearing was published in the Augusta Chronicle on June 1 and June 8, 1998
and an Affidavit of Publication evidencing the notice given of this public hearing is attached
hereto a!: Exhibit" 1 " .
:Mr. Wall presented a letter from Mr. Charles R. Oliver, Administrator of Augusta, a copy
of which is attached hereto as Exhibit "2". Mr. Oliver's letter stated that Augusta intended to
1
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enter into this transaction and presented the Improvement Plan for Augusta Golf Course
describing the improvements to be made by Faeilities at a cost of approximately $1,705,000. The
improvements to the Golf Course will be financed with the proceeds of the sale of Certificates of
Participation in the Agreement. These eertifieates will be issued by Facilities pursuant to a Trust
Indenture between Facilities and Regions Bank:. A copy of the Agreement and the Trust
Indentur,e are on file in the offices of Augusta and available for pub lie inspeetion.
An invitation was issued to any other person present who would like to be heard and no
one.appe:ared. Mr. Walt stated that he had n9t received any other written eomments in relati9n to
; -. _ - '. of (. . t ,..... _ . 4 r
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this projt~ct. Accordingly, the hearing was concluded.
Dated: June 15, 1998.
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Jam B. Wall, Hearing Officer for
A usta, Georgia
2
~~~~~~fF~.~~~~IJ~~ ~UBLICATION
BUSINESS ~ ' I
STATE OF GEOHGIA
COUNTY OF BK;HMOND
-.i'ersorYt:i#y~e;arad be';sre-rn'S, Violet Brissey, to me knoWn, wh()r.b(jjnrtswor~depoS'es CfflU say\S:i.. ,,- Do
That He/She s this authorized agent of Southeastern Newspapers Corporation, a Georgia Corporation,
doing business in said county under the trade name of The Augusta Chronicle, a newspaper published
-'irfstcrcoanty;-Trlat He/She is authorized to make 'affidavits'of publication orrt>ehalf of saittpabnsller-
corporation;
That said newspaper is of general circulation in said county and in the area adjacent thereto;
That he has reviewed the regu!ar editions of sai newspapers published on
19 tie
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Exhibit "1"
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in each of said editions, to-wit:
( deponent)
,19QL.
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, and finds
NOTICE OF PUBLIC HEARING ON A'
',PROPOSED PUBLlC'PURPOSE '
.,INSTALLMENT SALES AGREEMENT
BETWEEN RICHMOND COUNTY PUBLIC
, FACILITIES.INC. AND AUGUSTA, GEORGIA
,:: You are herebv notified Ihat on June 15. 1998
at 10:00 a.m."n Room 802-m, Clty-Countv Munlc-
_ . 'pal Building. 530 Grel!lle Street, Augusta, Gear-
. 'gla, a public hearing will be held concerning a
", prOPOSe<t 'Public Purpose Installment Sales
Agreement (the "Agreement") .between Rlch-
.' monel County ,Public Facilities, Inc....as seller
, (the "Seller") and Augusta. Geor91a, ,as ,pUr-
, .,chaser '("Augusta"). The proposed transaction
~, .Involves a, transfer ,of title ,of the AUllusta Golf
r', Course on Highland Avenue and Damascus Road
~,~I (the "Galf Course") ,to the Seller"wlth the Seller
tr-agreelng to make certain hriprovemenls 10 the
~.~Golf Course and enterlng'nlo the Agreement to '
. . sell the Golf 'CourSe In lis Improved condlllon
back to AUllusta at a price of 51.705.000 payable
. In Installments over a 15 vear porlad. During this
perlad, AUllustci, will remain In Possession of the
:,' Galf CoUrse. The hearing will be held before Mr.
. -,James B. Wall OS the designated hearing officer
<jI 'of AUGUsta and may be Continued or acIlourned.
'.; .The Improvements to the Golf Course wlll be
';'flrlanced through the aale, of certlfloates of por-
I .t'cIPOllon In the Agreementtlhe "Certlfloatos").
, the ,purchase price Installment pavments made
bv Augusta under the Agreement ,will be dlstrlb-
, uted to the owners of the Certificates. Upan pay- ,
ment In full of, thepUrchose price. under. the
,Agreement. the Galf Course os Improved will be-
, long to'Augusta. ': ," ','. ,
Further 'nformation regarding this tr.onaac-
lion Is elf public record In the office of AUllllstO. .
!' ,Anv :PeI'lOll having views On the prOPOSed
transoc:lIon mav be heard, at the pUbliC hearing
and mav IUbmll wr'"en comments to Mr. JamM
B, Wall. P.O. Box 212$: Augusta, Georllla 30903
at anv time prior to the hearing. -, " . ,"
-, . . AUGUSTA, GEORGIA, ," "
,Bv: II James 8. Wall " ,
, I' :11. DeIlvrmled Hearlntl 0fflCtr '
~!!!!t.1.8. tP98
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AUGUSTA-RICHMOND COUNTY COMMISSION
June 15, 1998
ULMER BRIDGES
JERRY BRIGHAM
HENRY II. BRIGHAM
FREDDIE l.. HANDY
WILUAM B. KUHLKE. JR.
WM. "WIUlE" H. MAYS, ill
J. B. POWELL
STEPHEN E. SHEPARD
MOSES TODD
LARRY E. SCONYERS
Mayor
ROOM 801 MUNICIPAL BLDG. (11)
AUGUSTA, GEORGIA 30911
Bus. (706) 821-2488
Fax No. (706) 722-5984
LEE BEARD
Mayor Pro Tt~m
CHARLES R. OUYER, P E, CPA
Administntar
JAMES B. WALL
AllOmey
Wli. James B. Wall
Hearing Officer, City of Augusta
Burnside, Wall, Daniel, Ellison & Revell
454 Gre~ne Street
Augusta, GA 30903
Reply 10:
P.O. BOX 2125
AugU:;ll:. GA. 30903
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Re: "$1,705,000 Richmond CmmtyF.adlities,,-lQ,c. {;ert!fi.c3.t~s-9f-- ......;... -"
-,- -'. -, Participation (Augusta Golf Course Proje~~~ries 1998-- - --
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Dear Mr. Wall:
I am the administrator for Augusta, Georgia. It is proposed that Augusta convey the
Augusta Golf Course on HigWand Avenue and Damascus Road (the "Golf Course") to the
Richmond County Publie Facilities, Inc. (the "Facilities"). Faeilities will agree to make eertain
improvements to the Golf Course as set out in the Improvement Plan for Augusta Golf Course
dated November 3, 1997, a copy of which is attached hereto at a cost of approximately
$1,705,000. Facilities will, pursuant to a Public Purpose Installment Sales Agreement, sell the
Golf Course back to Augusta at a price of$I,705,000. The funds to pay for the improvements to
the Golf Course will come from the sale of Certificates of Participation in the Public Purpose
Installment Sales Agreement.
Copies of the Agreement and the Trust Indenture between Facilities and Regions Bank, as
trustee, have been provided to you and are on file in the offices of Augusta and available for
public im:pection. This letter is being submitted to you for presentation at the public hearing on
this proposed transaction which is scheduled for June 15, 1998 at 10:00 a.m, Please present this
letter at the hearing and include it in the record of the hearing.
Very truly yours,
~~ \?~
Charles R. Oliver
CRO/sp
Exhibit "2"
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AUGUSTA-RICHMOND COUNTY
RECREATION AND PARKS DEPARTMENT
Tom F. Beck, Jr.
Direcwr
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2027 Lumpkin Road
P.O, Box 5596
Augusta, Georgia 30916-5596
Robert Howard
Assistant Direcwr
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DATE:
November 3, 1997
TO:
Randy Oliver, Administrator
Tom Beek Jr., Direetor ;2;
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FROM:
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RE:
August~<Dolf Course Improvements- :: E'-~ .:. 4i' ~" '~..:r...:.. '"' __
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- As requested, f. have enclosed all pertinent infoffilatiori'regarding proposed improvemehls' ~
t~,the Augusta Golf Course. Jamf',S G._'Swift & Associates, the consultants for the project, have'
prepared a site plan, detailed cost estim:ates, and a schedule for the improvements. This was
prepared in concert with the golf course staff, to ensure proper scheduling for the best interest of
the course and the public. The total project cost, including contingency funds and professional
serviees, is $1.731.834,
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The areas of improvement include:
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Complete irrigation system replacement
New clubhouse and cart storage building
New maintenance shop
New practice range and putting green
Redesign of 15th and 18th holes
Parking and eart path improvements
Demolition of the existing clubhouse
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As you will note on the schedule, all improvements are to be finished by January 15,
1999, in order to keep the disruption of play at a minimum, and to bring on line the
improvements which will promote increased revenues at the course. Augusta Publie Works
Dept. has agreed to perform initial clearing and grading on the project to help achieve this goal.
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I am recommending Swift & Associates be approved for all professional services related
to the improvement plan. Their golf eourse experience, as well ac; local knowledge of the course
and this improvement plan make them the best qualified firm for this project. Their proposal in
the amowlt of $137.014 is attached for your review.
Business (706) 796-5025 Fax (706) 796-4099
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The improvements would be financed with Revenue Bonds over a period of 15 years,
, with the debt being serviced by course revenues. The recommendations for fee increases
included in the plan are minimial and help keep the course affordable to the public, but also will
help inerease revenues to fund the project.
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Also included is a letter of support from the Augusta Golf Course Citizens Advisory
Committee, who have been involved in the planning process and have been of great assistance.
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I am higJ.Jy recommending this plan be approved and to move forward immediately to
completl~ the project on sch~dule.
Thank you for your consideration to this important proposal.
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AUGUSTA GOLF COURSE
IMPROVEMENT PLAN
Project Budget
Constru~tion and improvements -
Engineering and Architectural
Contingency
Legal Fees
TOTAL
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103,800
30.000
$1,731,834
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ESTIMATE FOR PROPOSED IMPROVEMENTS
AUGUSTA GOLF COURSE
:/:O':';':::;:E:<':S:':'::;;;'R:':'::::.liTiiS:N:::':':,:t:r:t:::ttt:i:::::,:::ttt:t:t:tttt:tjit:atil:ii.=iAA'J:';or;;:,::::::rilN":::':':.;;r:t:::?:/:::::;;^AA:i',it:::rWrHft'.::ita:t:H':':::':';s:'U":':':'::S:::':::'E::::tt
..__IIIt.I.at
Clearing & Grubbing (15th 10 AC $3,500 $ 35,000 Richmond Cty.
Fairway, 18th Green, & Driving Range)
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2 Excavati.on (15th Fairway) 3500 CY $3 $
3 Haul-in Fill for Berms 5000 CY $6 $
4. New Tee (15th Fairway) LUMP SUM $
5 New Putting Green LUMP 'SUM $
6. New Tel~ (Practice Fairway) LUMP-SUM _ .-.... ""-L,. $
7. Shape Driving Range LUMP- SUM $
8. Rebuild 15th & 18th Greens LUMP SUM $
9, Pave Cart Paths 6' Wide 6500 SY $6 $
10. Grassing lt40 ac. seeded) 40 AC $1,000 $
11 Sod 15th Fairway Landing Area 30,000 SF $0.40 $
12. 8" Wate:rmain (Including Wire) 16000 LF $10 $
13 6" Wate:rmain (Including Wire) 4500 LF $8 $
14. 4" Wate:rmain (Including Wire) 1130 LF $6.50 $
15. 3" Watermain (Including Wire) 4000 LF $5.50 $
16. 2" W atermain (Including Wire) 1700 LF $5 $
17. 8" Valves 35 EA $460 $
18. 6" Valves 12 EA $375 $
19. 4" Valves 6EA $300 $
20. 3" Valves 30EA $250 $
21 2" Valves 20EA $175 $
22. 6" x 6" Tees 8 EA $225 $
23 8" x 6" Tees 5 EA $250 $
24. 8" x 8" Tees 15 EA $275 $
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10,500 Richmond Cty,
30,000 $ 30,000
\000 $'r 5,000
12,000 $ 12,000
12,000 .$ p-- 12,000
10,000 Richmond Cty.
36,000 $ 36,000
39,000 $ 39,000
40,000 $ 40,000
12,000 $ 12,000
160,000 $ 160,000
36,000 $ 36,000
7,345 $ 7,345
22,000 $ 22,000
8,500 $ 8,500
16,100 $ 16,100
4,500 $ 4,500
1,800 $ 1,800
7,500 $ 7,500
3,500 $ 3,500
1,800 $ 1,800
1,250 $ 1,250
4,125 $ 4,125
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25 Miscellaneous Fittings LUMP SUM $ 1 0, 000 $ 1 0, 000
26 32 GPM Sprinkler Head 260 EA $250 $ 65 ,000 $ 65 ,000
27 Fire Hydrant 2 EA $ 1 ,600 $ 3 ,200 $ 3 , 200
28 Water System Controllers LUMP SUM $ 20 , 000 $ :20, 000
29 Grading (Parking Lot & Club House) LUMP SUM $ 1 8 ,000 $ 1 8 , 000
30 Removal s LUMP SUM $ 1 5 , 000 $ 1 5 ,000
3 1 Base & Paving 1 0000 Sy $ 1 1 $ 1 10, 000 $ 1 10 ,000
32 Curb & Gutter 2200 LF $8 $ 1 7 , 600 $ 17 , 600
33 Storm Drainage LUMP SUM $ 26 ,000 $ 26 ,000
34 Sanitary Sewer Service . - ~ LUMP' SUM- -~- ;;.~}-:".. ~ .$ - ~ 1 , €O@., :'$ '.. 1 ,000
(Club Hou:;e)
,.35 Water Service (Club House) LUMP SUM $ - 500 $ -.-- 500
36 Site Work @ Maintenance B1dg LUWIP. SUM $ 25 , 000 $ 25 , 000
37 Crush Stone Service Road 1000 TONS $ 1 8 $ 1 8 ,000 $ 1 8 ,000
3 8 Sanitary Sewer Service LUMP SUM $ 800 $ 800
(Maintenance Building)
39 Water Se rvice LUMP SUM $ 500 $ 500
(Maintenance Building)
40 Protective Sereens LUMP SUM $ 10,000 $ 1 0, 000
..!I:I::]iiii:'::::'ii!.li:i:'III~:ii,:::i I1i~~i~!j[jiI!~ii!iif~iiiiiiiiii!!Ijjji!iiiiiji~j~!jiiiiiiiiiiiiiiiiiiiiii!!
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4 1 3500 SF Club House w/Golf LUMP SUM $ 500,000
Cart Storage Facility Below
42 4000 SF Maintenance Building LUMP SUM $ 1 60, 000
43 Professional Fees $ 1 37 ,014
44 Contingencies $ 1 03 , 800
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REVENUE PROJECTIONS, OPERATING BUDGET AND FINANCING
(INCLUDING 1997)
Operating budget projections for the next 15 years, along with anticipated annual
debt service, based on the proposed improvements, would be as follows:
Y'ear
1~}97
1~}98
1999
2000
2001
2002
21)03.
2004
2005
21)06
21J07
21J08
21)09
21HO
21)11
21H2
*Expense
245,000
348,000
375,000
405,000
426,000
458,000
479,OOQ
522,000
584,000
618s000
639,000
648,000
667,000
687,000
707,000
731,000
Revenue
420,000
380,000
540,000
595,000
628,000
680,000
,742,000
786,00v
844,000
902,000
928,000 ..
942,000
970,000
999,000
1,028,000
1,046,000
Net Operating
175,000
32,000
165,000
190,300
202,000
222,000
263,000
264,000
260,000
284,000
289,000- - -'"
296,000
303,000
312,000
321,000
315,000
Debt Service (7.5%)
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120,000
210,000
210,000
210,000
210,000
210',000
210,000
210,000
210,000
210,000
210,000
210,000
210,000
210,000
210,000
Balance
175,000
88,000
43,000
23.00fL
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15,000
27,000
80,000
1"34,000
184,000
258,000
337,000
4~23,000
726,000
828,000
939,000
1,044,000
The Augusta Golf Course currently has a usage rate @ 35% of course capacity,
meaning # 1 tee is vacant for @ 65% of available tee times. The increase in the number of
pl:ayer rounds due to the improvements will inerease the eourse usage each year by 5 to
1 I) percent, up to a capacity of @ 70% by the year 2006. The addition of the praetice
f<:lcility will provide additional revenues with rental of driving range balls as well as
provide a venue for instructional lessons and clinies, in which 20% of fees will go back to
the eourse. The increase in players will also boost food, beverage and merchandise sales
proportionately, as well as tournaments potentially held at the course.
The increase in expenses directly relates to the increase in player rounds. More
maintenanee staff will need to be added, as well as support staff for the pro shop and cart
rental activities. Course marshals will be needed to keep play moving at an acceptable
rate. And with increased food, beverage and pro shop sales also comes additional cost for
the goods sold.
* Capital equipment and golf cart lease expenses are included annually in the
operating budget.
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Revenue Projection Justification - Augusta Golf Course Improvements
1997 - 1999
]997
1998
]999
120;000
*33,000
26,000
15,000
6,500
4,500
7,100
12,500
15,000
120,000
420,000
380,000
540,000
22,000 rounds
20,000 rounds (Potential less usage during eonstruction)
24,200 rounds (10% increase from 1997)
- Additional revenue for 1997 - vs - 1999 based on:
New revenue - driving range & lessons
10% increase in player rounds 2200 rounds X -$12.00 average rollIld., _
New revenue from $1 per round increase
(15,000 rounds played by non - members)
Increase in concession (food & soft drink}net.revenue-
L'lcrease in beer sales (net revenue)
Increase in merchandise sales (net revenue)'- -
New revenue for tournaments (5 x 2,500.00 per tournament)
New membership dues (25 new members x $600.00 annually)
Total new revenue
*Driving range
4.00 average ball rental x 25 per day x 280 days = 28,000
3 Junior Clinics x 1,500.00 per clinic = 4,500
20% of Fees from private lessons = 500
Total 33,000
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, Additionally, the following schedule of fee inereases will contribute to additional revenues:
Year
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
Weekday Green fce/Cart
20.00
21.00
22.00
23.00
23.00
24.00
26.00
26.00
28.00
30.00
30.00
30.00
30.00
31.00
31.00
Weekend Grccn fce/Cart
24.00
26.00
26.00
27.00
27.00
28.00
30.00
30.00
32.00
32.00
34.00
34.00
34.00
35.00
35.00
Ouarterly Individual
Membership Dues
150.00
150.00
160.00
, 160.00
160.00
175.00
175.00
~'185.00 '~'-,
185.00
185.00
195.00
195.00
195.00
210.00
210.00
lhese increases would be the maximum fees recommended in order to keep the operation
at affordable and efficient standards.
Public golf eourses operated by Parks and Recreati~n Departments in San Antonio, TX,
, (Braekenridge Golf Course) Dalton, GA (Nob Golf Course) and Augusta, GA (Forest Hills Golf
Course) all had net revenues exceeding $300,000 in 1996.
Comparable rates for golf courses in theAugusta area are as follows
(as of November 3, 1997):
Course
Goshen Plantation
P.Dinte South
f,Drest Hills
Midland Valley
)
Weekday green fee/cart
26.75
23.00
27.00
25.00
Weekend green fee/cart
33.92
30.00
34.00
35.00
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ATTACHMENT' .
Schedule of Improvements - Augusta Golf Course
Design grading plan - new 15th fairway ~d driving range
.Clear and grade - new 15 fairway and driving range .
Design I prepare bid documents for COnstructioDS and installation of:
Irrigation system - all of course and practice areas
New 15th tee .
New 18th green
New practice tee
Grassine of 15th fairway
Grassing of driving range
Adver1isement for bids'
Award. bid
ConstIuction (back 9 closed - reopens in origina11ayout April 1 )
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-Design I prep:are bid documents ~ Maintenance Shop. ,
Advertisement for bids - Maintenance Shop
Award bid - Maintenance Shop
Constl:1iction of Maintenanee Shop
New 18th green, 15th hole and driving range open
Install front nine irrigation (Bid award Feb. 1) Front nin~,:reopens J~y 1
Design I prepare bid documents for construction of: New clubhouse
Parking improvements
Ne~ practice'putting green
Bid advertisement
Award bid .
Cons1mction
DeSign I prel,are bid documents for: Old Clubhouse demolition
Parking Improv~ents
Advertisements for bids
AWaJd bid
Construction
.Work perfo,rmed by city ~orces
Nov. 1 - Nov. 30
Dec.. 1 - Jan. 31
Nov. 1 - Dec. 15
Dec. 15 - Jan. 15
Feb. 1
Feb. 15 - Mar. 15
pec. 1 ~ec. 31
Jan.1 - Jan. 31
Feb. 15
Mar. 1 - May 31
May 15
May 15 - Jun. 15
Feb. 15 - May 15
May 15 -.June 15 .
July 1
July 15 - Nov. 15
Aug. 15 - Sept 15
Sept 15 - Oct 15
.Nov. 1
"Nov.. 15 - Jan. 15
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October 3, 1997
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Mayor, Lany Sc6nyet:S
City of Augusta
530 Greene 8t
Augusta, GA 30911
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Dear Mayor Sconyers:
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As IILembers of the Augusta Golf Course Citizens Advisory Committee, we
wholeheartedly and enthusiastically endorse the improyement plan for the course.
These impro1vements are vital to ~e future of the Augusta Golf Course, and will definitely
enhance, om: status as the ".GolfCapital of the World".
. The :;chedule for the improvements allows the course to remain open forplay at all times
(at least ninf~ hol~), and the changes in the course layout are minim~l, which keeps the character_
and tradition of the "Patch" steadfast The Recreation and Parks Department, along with James
G. Swift & Associates, deserve our praise for planning and preparing an excellent design that
will help tall:e public golf in Augusta to "the next lever'. ,
Should you Iie,ed any further informati,on, our phone numb~ ar~ attached for your
con.veniencc:.
. Sincerely,
Clois Hemd:on
Bill Bambrick
Melvin: Jackso
WarrenLm:tlar ,~~
Henry Wyllds
.~$f/-.:r:olo '.
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