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HomeMy WebLinkAboutTEFRA DEVELOPMENT AUTHOITY REVENUE BONDS MCG HEALTH INC PROJECTS SERIES 2008 A SERIES 2008 B '--,.^'~'----'-~-..,~_._------ APPROVAL BY THE MAYOR OF AUGUSTA, GEORGIA OF DEVELOPMENT AUTHORITY OF RICHMOND COUNTY REVENUE BONDS (MCG Health, Inc. PROJECTS) SERIES 2008 A and SERIES 2008 B WHEREAS, under Section 147 (f) of the Internal Revenue Code of 1986, as amended, and under Treasury Regulation Section 5f.103-2 (c), the Consolidated Government of Augusta, Georgia (the "Consolidated Government") must approve the revenue bonds to be designated "Development Authority of Richmond County ~evenue Bonds, (MCG Health, Inc., Projects) Series 2008 A and Series B ("the Bonds") because it is the governmental unit on behalf of which the Bonds are to be issued by the Development Authority of Richmond County ( the "Issuer") and because it is the governmental unit having jurisdiction over the area in which the facilities are located with respect to which financing is to be provided from the proceeds of the Bonds; and WHEREAS, under Treasury Regulation Section Sf.! 03-2 (c), the issuance ofthe Bonds is to be approved by the Consolidated Government only if the applicable elected representative of the Consolidated Government approves the Bonds following a public hearing held in a location which, under the facts and circumstances, is convenient for residences of the Consolidated Government and for which there is reasonable public notice; and WHEREAS, the Mayor of Augusta, Georgia is the applicable elected representative of the Consolidated Government, within the meaning of Treasury Regulation Section Sf.! 03-2 ( c), because he is the Consolidated Government's chief executive officer popularly elected at-large by the voters of the Consolidated Government; and WHEREAS, on February 15, 2008, at 11:00 a.m., at the offices of the Issuer at 1450 Greene Street in Room 560 of the Historic Enterprise Mill in Augusta, Georgia, the Issuer, through its designated public hearing officer, conducted a public hearing on the Bonds and the location and nature of the facilities to be financed with the proceeds of the Bonds, notice of which was published in The Augusta Chronicle on January 31, 2008; and Whereas, the Issuer recommends and requests that the governmental unit approve the plan of finance for the issuance of the Bonds and the financing or refinancing, in whole or in part, of the Projects in the aggregate principal amount not to exceed $135,000,000.00 (hereinafter defined). NOW, THEREFORE, THE MA YOR OF AUGUSTA, GEORGIA ACTS AS FOLLOWS: I. The Mayor of Augusta, Georgia hereby approves the Bonds; UST A, GEORGIA .~ (a) The proceeds of which will finance or refinance, in whole or in part, the cost of acquiring, constructing, installing, improving, renovating, furnishing and equipping of certain medical facilities and equipment on the campus of the Hospital located within the territorial limits of the consolidated government of Augusta, Georgia (the "Consolidated Government) at 1120 15th Street, Augusta, Georgia 30912 (the "Projects"). The Campus on which the Projects are located is bounded by Walton Way on the North: on the South by Laney-Walker Boulevard: on the East by St. Sebastian Way: on the West by Emmett Street and consists also of a corridor on the East and West side of 15th Street .2 miles North of the intersection of 15th Street and Walton Way. (b) The maximum face amount of which will be not to exceed $135,000,000. to be issued as Series 2008 A Bonds in the principal amount of $85,000,000. and Series 2008 B Bonds in the principal amount of $50,000,000. (c) The initial owner, operator or manager of the facilities or Projects financed or refinanced from the proceeds of the Bonds will be MCG Health, Inc. and (d) The location of the facilities and the Projects to be financed and refinanced from the proceeds of the Bonds is as described in paragraph (a) above in Augusta, Georgia. 2. This approval is solely for the purpose of complying with, and is to be construed in accordance with, the provisions of Section 147 (f) of the Internal Revenue Code of 1986, as amended, and such approval does not constitute an endorsement to a prospective purchaser of the Bonds or the creditworthiness of the Hospital or the Project, and the Bonds shall not constitute a indebtedness or general obligation or result in or impose any pecuniary liability upon or constitute a lien upon the property of or a claim against the Consolidated Government, the State of Georgia, or any political subdivision thereof, but the Bonds shall be payable solely from the revenues derived from the Hospital and pledged to the payment thereof and no owner of any of the Bonds shall ever have the right to compel the exercise of the taxing power of said State or of any county, municipal corporation, consolidated government or political subdivision thereof, nor to enforce the payment thereof against any property of said State or any such county, municipal corporation, consolidated government or political subdivision. , BOND RESOLUTION Exhibit a' WHEREAS, the Development Authority of Richmond County (the "Authority") is a public body corporate and politic organized and existing pursuant to the Development Authorities Law, O.C.G.A. Section 36-62-1, et seq., as amended (the "Act"); and WHEREAS, pursuant to the.Act, the Authority is empowered to issue its revenue obligations in accordance with the applicable provisions of the Revenue Bond Law of the State of Georgia (O.C.G.A. Sections 36-82-60 - 36-82-85), as heretofore or hereafter amended, and to loan the proceeds of such revenue obligations to any person, firm or corporation for the purpose of acquiring, constructing and installing any project in furtherance of the public purpose for which it was created; and - WHEREAS, MCG Health, Inc., a Georgia nonprofit corporation (the "Borrower") has requested that the Authority issue (i) its Revenue Bonds (MCG Health, Inc. Project), Series 2008A in the principal amount of up to $85,000,000 (the "Series 2008A Bonds") to (a) finance or refinance a portion of the costs of the acquisition, construction, installation, renovation, extension and equipping of certain healthcare facilities located on or near the campus of MCG Hospitals and Clinics, Augusta, Georgia (as more particularly described in the Series 2008A Loan Agreement, the "2008 Facilities"), (b) refund certain capitalized leases of the Borrower, (c) pay all or a portion of the costs of issuance of the Series 2008A Bonds and (d) pay capitalized interest during the construction period on the Series 2008A Bonds (collectively, the "Series 2008A Project") and (ii) its Revenue Bonds (MCG Health, Inc. Project), Series 2008B in the principal amount of up to $50,000,000 (the "Series 2008B Bonds" and together with the Series 2008A Bonds, the "Bonds") to (a) finance or refinance a portion of the costs of the acquisition, construction, installation, renovation, extension and equipping of the 2008 Facilities, (b) pay all or a portion of the costs of issuance of the Series 2008B Bonds and ( c) pay capitalized interest during the construction period on the Series 2008B Bonds (collectively, the "Series 2008B Project" and together with the Series 2008A Project, the "Projects"); and WHEREAS, the Series 2008A Bonds will be issued under a Trust Indenture, dated as of February 1,2008 or as of the first day of the month in which the Series 2008A Bonds are issued, (the "Series 2008A Indenture"), between the Authority and The Bank of New York Trust Company, N.A., as trustee (the "2008A Trustee"), and the Series 2008B Bonds will be issued under a Trust Indenture dated as of February. 1, 2008, or as of the first day of the month in which the Series 2008B Bonds are issued, (the "Series 2008B Indenture" and, together with the 2008B Indenture, the "Indentures"), between the Authority and The Bank of New York Trust Company, N.A., as trustee (the "2008B Trustee"); and WHEREAS, the proceeds from the sale of the Series 2008A Bonds will be loaned to the Borrower pursuant to a Loan Agreement, dated as of February 1,2008 or as of the first day of the month in which the Series 2008A Bonds are issued (the "Series 2008A Loan Agreement"), between the Authority and the Borrower, and in consideration of such loan and in order to provide for the repayment of such loan, the Borrower has agreed in the Series 2008A Loan Agreement to execute and deliver to the 2008A Trustee, on behalf of the Authority, a 2008-1 2 Master Note, dated the date of issuance of the Series 2008A Bonds (the "2008-1 Note") issued pursuant to a Master Trust Indenture, dated as of February 1, 2008, as supplemented by various supplemental master trust indentures, including the First Supplemental Master Trust Indenture and the Second Supplemental Master Trust Indenture, each dated as of February 1, 2008, (collectively, the "Master Indenture"), and each between the Borrower, as Obligated Issuer (as defined therein) and The Bank of New York Trust Company, N.A., as master trustee (the "Master Trustee"); and WHEREAS, the proceeds from the sale of the Series 2008B Bonds will be loaned to the Borrower pursuant to a Loan Agreement, dated as of February 1,2008 or as of the first day of the month in which the Series 2008B Bonds are issued (the "Series 2008B Loan Agreement" and, together with the Series 2008A Loan Agreement, the "Loan Agreements"), between the Authority and the Borrower, and in consideration of such loan and in order to provide for the repayment of such loan, the Borrower has agreed in the Series 2008B Loan Agreement to execute and deliver to the 2008B Trustee, on behalf of the Authority, a 2008-2 Master Note, dated the date of issuance of the Series2008B Bonds (the "2008-2 Note" and together with the 2008-1 Note, the "Notes") issued pursuant to the Master Indenture; and WHEREAS, the 2008-1 Note will provide for the payment by the Borrower to the 2008A Trustee, on behalf of the Authority, of moneys sufficient to pay when due the principal and purchase price of, redemption premium, if any, and interest on the Series 2008A Bonds, and the 2008-2 Note will provide for the payment by the Borrower to the 2008B Trustee, on behalf of the, Authority, of moneys sufficient to pay when due the principal and purchase price of, redemption premium, if any, and interest on the Series 2008B Bonds; and WHEREAS, in order to secure the payment of the Series 2008A Bonds, the Authority will pledge all of its right, title and interest in and to the Series 2008A Loan Agreement and the 2008-1 Note to the 2008A Trustee under the Series 2008A Indenture; and WHEREAS, in order to secure the payment of the Series 2008B Bonds, the Authority will pledge all of its right, title and interest in and to the Series 2008B Loan Agreement and the 2008-2 Note to the 2008B Trustee under the Series 2008B Indenture; and WHEREAS, a portion of the proceeds of the Series 2008A Bonds will be used to refund certain capital leases of the Borrower (the "Refunded Leases") through the deposit of such proceeds tinder an Escrow Deposit Agreement, dated as. of February 1, 2008 (the "Escrow Agreement"), among the Authority, the Borrower and The Bank of New York Trust Company, N.A., as escrow agent (the "Escrow Agent"); and WHEREAS, it is contemplated that, as security for the payment of the Series 2008A Bonds, the Borrower will cause UBS AG (the "2008A Bank"), to issue an irrevocable direct-pay letter of credit (the "2008A Letter of Credit") in favor of the 2008A Trustee, pUrsuant to the terms of a Reimbursement Agreement, dated as of February 1, 2008, or as of the first day of the month in which the Series 2008A Bonds are issued, between the Borrower and the 2008A Bank; and 3 WHEREAS, it is contemplated that, as security for the payment of the Series 2008B Bonds, the Borrower will cause Landesbank Baden- Wurttenberg (the "2008B Bank"), to issue an irrevocable direct-pay letter of credit (the "2008B Letter of Credit" and, together with the 2008A Letter of Credit, the "Letters of Credit") in favor of the 2008B Trustee, pursuant to the terms of the Reimbursement Agreement, dated as of February 1,2008, or as of the first day of the month in which the Series 2008B Bonds are issued, between the Borrower and the 2008B Bank; and WHEREAS, it is proposed that in order to accomplish the sale of the Bonds, the Authority should enter into a Bond Purchase Agreement (the "Bond Purchase Agreement") with UBS Securities LLC., as underwriter (in such capacity, the "Underwriter") and the Borrower, the terms of which provide for the purchase of the Bonds by the Underwriter; and WHEREAS, it is also proposed that in order to facilitate the marketing of the Bonds, the Authority should provide for the execution, use and distribution of an Official Statement (the "Official Statement"), in connection with the offering and sale of the Bonds by the Underwriter; and WHEREAS, it is also proposed that in order to provide for the establishment of the interest rate or rates to be borne by the Bonds from time to time, and in order to provide for the remarketing of the Bonds that are tendered for purchase pursuant to the optional and mandatory tender provisions set forth in the Indentures, the Borrower and UBS Securities LLC, as remarketing agent (in such capacity, the "Remarketing Agent"), should enter into a Remarketing Agreement, dated as of February 1, 2008, or as of the first day of the month in which the Series 2008A Bonds are issued, with respect to the Series 2008A Bonds (the "2008A Remarketing Agreement") and a Remarketing Agreement, dated as of February 1,2008, or as of the first day of the month in which the Series 2008B Bonds are issued, with respect to the Series 2008B Bonds (the "2008B Remarketing Agreement" and, together with the 2008A Remarketing Agreement, the "Remarketing Agreements"); and WHEREAS, it is also proposed that the Authority should designate a "Trustee," ':Paying Agent," "Bond Registrar" and "Tender Agent" to serve under the Indentures; and WHEREAS, it is also proposed that the Authority should take all such additional actions, make all such elections, authorize the filing of such certificates, applications, reports and notices, and authorize such other actions and proceedings as shall be necessary in connection with the issuance of the Bonds; and WHEREAS, there have been presented to the Authority at this meeting proposed forms of the Loan Agreements, the Indentures, the Letters of Credit, the Bond Purchase Agreement, the Official Statement, the Remarketing Agreements and the proposed form of the Bonds as set forth in the Indentures; and - WHEREAS, it appears that each of the documents hereinabove referred to, which documents are now before the Authority, is in appropriate form and is an appropriate document for the purposes intended; and NOW, THEREFORE, BE IT RESOLVED: Section J. Authority for Bond Resolution. This Bond Resolution is adopted pursuant to the provisions of the Act. Section 2. Findin@. It is hereby ascertained, detennined and declared that (a) financing or refinancing of the acquisition, construction and installation of the Projects and the refunding of the Refunded Leases are lawful and valid public Plllposes in that they will further the public purposes intended to be served by the Act; and (b) the Bonds do not constitute a debt or general obligation or a pledge of the fuith and credit of the State of Georgia Or any political subdivision thereof. Neither the State of Georgia nor any politiCal subdivision thereof, including Augusta, Georgia, shall be obligated to pay the principal or purchase price of, redemption premium (if any) or interest on the Bonds. Neither the fuith and credit nor the taxing power of the State of Georgia or any political subdivision thereof, including Augusta, Georgia, Is pledged to the payment of the principal or purchase price of, redemption premium (if any) or interest on the Bonds. The Bonds and the interest thereon are special, limited obligations of the Authority payable solely out of loan payments derived by the Authority under the Loan Agreements and the Trust Estate and are secured by a pledge and assignment of the loan payments and the Trust Estate as provided in the Trust Indentures. Section 3. Authorization of Proiects and Refunding. The acquisition, COl1S1Iuction, installation, financing or refinancing of the Projects and the refunding of the Refunded Leases are hereby authorized. The Authority hereby ratifies and approves any and all actions taken or to be taken by the officers, agents or financial or legal advisors to the Authority in connection with the acquisition, construction, installation, financing or refinancing of the Project~ and the refunding of the Refunded Leases. Section 4. Authorization of Bonds. The Development Authority of RichmOnd County Revenue Bonds (MCG Health, Inc. Project), Series 200SA in the aggregate principal amount of up to $S5,000,000 and the Development Authority of Richniond County Revenue Bonds (MCG Health, Inc. Project), Series 200SB in the Principal amount of up to $50,000,000 are hereby authorized. The Bonds sball be dated, mature, bear interest at a variable rate, be subject to redemption prior to maturity and be payable as set forth in Articles IT and ill of the Series 200SA Indenture and the Series 200SB Indenture, respectively. In no event should interest on the Bonds exceed the Maximum Rate (as dermed in each of the Indentures). The Bonds sball be issued as registered Bonds without coupons in various denominations with such rights of exchangeability and transfer of regIstration and shall be in the fonn and executed and authenticated in the manner Provided in the Indenture. The tenn "Bonds" as USed herein shall be deemed to mean and include the Bonds as initially Issued and delivered and Bonds Issued in 4 5 exchange therefor or in exchange for Bonds previously issued. The Series 2008A Bonds shall mature on July 1,2037. The Series 2008B Bonds shall mature on July 1,2037. Any registered Bonds hereafter issued in exchange for the Bonds initially issued and delivered pursuant to the Indentures shall be executed in accordance with the provisions of the Indentures and such execution by the Chairman or Vice Chairman and Secretary or Assistant Secretary of the Authority, whether present or future, is hereby authorized. A certificate of yalidation shall be endorsed upon each of such Bonds hereafter issued, and the Clerk of the Superior Court of Richmond County, Georgia, is instructed to execute such certificate of validation upon the written request of the 2008A Trustee or the Authority in the case of the Series 2008A Bonds and upon the written request of the 2008B Trustee or the Authority in the case of the Series 2008B Bonds, specifying that such Bonds are being issued in exchange for the Bonds issued and delivered to the initial purchaser thereof or one of the Bonds previously issued in exchange therefor. Section 5. Authorization of Indentures. The execution, delivery and performance of the Series 2008A Indenture and the Series 2008B Indenture are hereby authorized and approved. The Indentures shall be executed by the Chairman or Vice Chairman and attested by the Secretary or Assistant Secretary of the Authority, and shall be in substantially the form as attached hereto as Exhibits "A" arid "B," subject to such changes, insertions and omissions as may be approved by the Chairman or Vice Chairman of the Authority, and the execution of the Indentures by the Chairman or Vice Chairman and Secretary or Assistant Secretary of the Authority as hereby authorized shall be conclusive evidence of any such approval. Section 6. Authorization of Loan Agreements.. The execution, delivery and performance of the Series 2008A Loan Agreement and the Series 2008B Loan Agreement are hereby authorized and approved. The Loan Agreements shall be executed by the Chairman or . Vice Chairman and attested by the Secretary or Assistant Secretary of the Authority, and shall be in substantially the forms as attached hereto as Exhibits "C" and "D," subject to such changes, insertions and omissions as may be approved by the Chairman or Vice Chairman of the Authority, and the execution of the Loan Agreements by the Chairman or Vice Chairman and Secretary or Assistant Secretary of the Authority as hereby authorized shall be conclusive evidence of any such approval. Section 7. Authorization of Escrow Agreement. The execution, delivery and performance of the Escrow Agreement are hereby authorized and approved. The Chairman or . Vice Chairman of the Authority is hereby authorized to execute the Escrow Agreement, which shall be in substantially the form as attached hereto as Exhibit "E," subject to such changes, insertions or omissions as may be approved by the Chairman or Vice Chairman of the Authority, and the execution of the Escrow Agreement by the Chairman or Vice Chairman of the Authority / as hereby authorized shall be conclusive evidence of any such approval. Section 8. Approval of Letters of Credit. The 2008A Letter of Credit, in substantially the form attached hereto as Exhibit "F," is hereby approved, subject to such minor changes, insertions or omissions as may be approved by the 2008A Bank and the 2008A Trustee prior to the execution and delivery thereof. The 2008B Letter of Credit, in substantially the form attached hereto as Exhibit "G," is hereby approved, subject to such minor changes, insertions or 6 omissions as may be approved by the 2008B Bank and the 2008B Trustee prior to the execution and delivery thereof. Section 9. Approval of Remarketing Agreements and Remarketing Agents. In order to provide for the establishment of the interest rate or rates to be borne by the Bonds from time to time, and in order to provide for the remarketing of Bonds that have been tendered for purchase pursuant to the optional and mandatory tender provisions set forth in the Indentures, the forms of the 2008A Remarketing Agreement and the 2008B Remarketing Agreement presented at this meeting are hereby approved. The Authority hereby approves the designation of UBS Securities LLC as the initial Remarketing Agent pursuant to the Remarketing Agreements and the Indentures. Section 10. Authorization of Bond Purchase Agreement. The execution, delivery and performance of the Bond Purchase Agreement, in substantially the form attached hereto as Exhibit "H," subject to such minor changes, insertions or omissions as may be approved by the Chairman or Vice Chairperson of the Authority, providing for the sale of the Bonds, by and among the Authority, the Borrower and the Underwriter be and the same are hereby authorized. The Chairman or Vice Chairperson of the Authority is hereby authorized to execute the Bond Purchase Agreement. The execution of the Bond Purchase Agreement by the Chairman or Vice Chairperson of the Authority as hereby authorized shall be conclusive evidence of the approval of the Bond Purchase Agreement in its final form. Section 11. Approval of Offering Documents. The use and distribution of the Official Statement substantially in the form presented to the Authority at this meeting and on file with the Secretary of the Authority, are hereby approved, and the execution and delivery of the Official Statement in final form are authorized, and said Official Statement shall be in substantially the form presented at this meeting, with such changes, insertions or omissions as may be approved by the Chairman or Vice Chairperson of the Authority, and the execution of said Official Statement by the Chairman or Vice Chairperson of the Authority as hereby authorized shall be conclusive evidence of any such approval. Although the Authority has consented to the use thereof, it has not participated in the preparation of the Official Statement and it shall make no representations as to its accuracy except with respect to matters directly related to~ the Authority as set forth under the headings "THE AUTHORITY" and "LITIGATION - The Authority" therein. Section 12. Designation of Trustee. Tender Agent and Escrow Agent. The Bank of New York Trust Company, N.A., Georgia, is hereby designated as Trustee and Tender Agent under the Indentures and The Bank of New York Trust Company, N.A. is hereby designated as Escrow Agent. . Section 13. Execution of the Bonds. The Bonds shall be executed in the manner provided in the respective Indentures and the same shall be delivered to the 2008A Trustee and the 2008B Trustee for proper authentication and delivery with instructions to that effect as provided in the Indentures. Anything herein or in the Indentures to the contrary notwithstanding, the Vice Chairman of the Authority is hereby authorized to execute the Bonds in the event of the absence or incapacity of the Chairman of the Authority, and any Assistant Secretary of the 7 Authority is hereby authorized to attest the Bonds in the absence or incapacity of the Secretary of the Authority. Section 14. Validation of Bonds. In order to proceed with the sale, issuance and delivery of the Bonds, the Chairman or Vice Chairman of the Authority is hereby authorized and directed to notify the District Attorney of the Augusta Judicial Circuit of the action taken by the Authority as shown by this Bond Resolution, to request the District Attorney to institute proper proceedings to confirm and validate the Bonds and to pass upon the security therefor, to acknowledge service and make answer on behalf of the Authority in such proceedings. The Chairman, Vice Chairman and Secretary of the Authority are authorized to take any and all further action and to execute any and all further instruments and pleadings as they might deem necessary to accomplish validation of the Bonds in the Superior Court of Richmond County. Section 15. TEFRA Hearing. Jerry Dye or any officer of the Authority is hereby authorized to conduct the hearing required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"). Section 16. Treasury Obligations-State and Local Government Series. The Escrow Agent, the purchaser of the Bonds, Bond Counselor any officer of the MCGHI is hereby authorized to apply for United States Treasury Obligations-State and Local Government Series. Section l7. Tax and Non-Arbitrage Certificate. Any officer of the Authority is hereby authorized to execute a tax and non-arbitrage certificate in order to comply with Section 148 of the Code. Section 18. Information Reporting. Any officer of the Authority is hereby authorized to execute and file or cause to be filed a completed Information Return for Tax-Exempt Private Activity Bond Issues as required by Section 149(e) of the Code. Section 19. No Personal Liability. No stipulation, obligation or agreement herein contained or contained in the Bonds, the Indentures, the Loan Agreements, the Bond Purchase Agreement or the Escrow Agreement (collectively, the "Bond Documents") or any other document shall be deemed to be a stipulation, obligation or agreement of any officer, member, agent or employee of the Authority in his or her individual capacity and no such officer, member, agent or employee shall be personally liable on the Bond Documents or be subject to personal liability or accountability by reason of the execution thereof. Section 20. General Authority. From and after the execution and delivery of the pleadings and other documents hereinabove authorized, the proper officers, members, agents and employees of the Authority are hereby authorized, empowered and directed to do all such acts and things, including, but not limited to making covenants on behalf of the Authority and to execute all such documents as may be necessary to carry out and comply with the provisions of this Bond Resolution and the Bond Documents, as executed, and are further authorized to take any and all further actions and execute and deliver any and all other documents, closing papers and Bonds, as may be necessary or desirable in connection with the issuance and delivery of the Bonds and the execution and delivery of the Bond Documents. 8 The Chairman and Vice Chairman or Secretary or Assistant Secretary of the Authority are hereby authorized and directed to prepare and furnish to the purchaser of the Bonds, certified copies of all proceedings and records of the Authority relating to the Bonds and such other affidavits, closing documents and Bonds as may be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the Authority's custody or control or as otherwise known to them; all such certified copies, closing papers, Bonds and affidavits, including any heretofore furnished, shall constitute representations of the Authority to the truth of all statements contained therein as they apply to the Authority only. Section 21. Actions approved and confirmed. All acts and doings of the officers, members, agents and employees of the Authority which are in conformity with the purposes and intent of this Bond Resolution and in furtherance of the issuance of the Bonds and the execution, delivery and performance of the Bond Documents are hereby in all respects approved and confirmed. Section 22. Waiver of Performance Audit and Performance Review. The Authority hereby waives the provisions of the O.C.G.A. ~ 36-82-100 requiring that a performance audit or performance review be conducted with respect to the Bonds. The notice of the hearing to validate the Bonds and/or the notice of the hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended, shall contain a specific waiver expressly stating that no performance audit or performance review shall be conducted with respect to the Bonds. Section 23. Severability of Invalid Provisions. If anyone or more of the agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining agreements and provisions and shall in no way affect the validity of any of the other agreements and provisions hereof. Section 24. Repealing Clause. Any and all resolutions or parts of resolutions in conflict with this Bond Resolution are hereby repealed. Section 25. Effective Date. This Bond Resolution shall take effect immediately upon its adoption. 9 APPROVED AND ADOPTED this 7th day of February, 2008. DEVELOPMENT AUTHORITY OF RICHMOND COUNTY . Attest: . ~y: -P o-<t'f!o Cl~ III u-Chairman -~ JJ4J D.A Secretary . . . 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