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HomeMy WebLinkAboutTHE FAMILY Y YOUNG MEN'S CHRISTAIN ASSOCIATION CSRA INC PROJECT SERIES 2010 PUBLIC HEARING , APPROVAL BY THE MAYOR OF AUGUSTA, GEORGIA OF DEVELOPMENT AUTHORITY OF RICHMOND COUNTY REVENUE BONDS (THE FAMILY Y, THE YOUNG MEN' CHRISTIAN ASSOCIATION/YWCO OF THE CSRA, INC. PROJECT) SERIES 2010A WHEREAS, under Section 147 (f) of the Internal Revenue Code of 1986, as amended, and under Treasury Regulations, the Consolidated Government of Augusta, Georgia (the "Consolidated Government") must approve the revenue bonds to be designated "Development Authority of Richmond County Revenue Bonds, (THE FAMILY Y, YOUNG MEN'S CHRISTAIN ASSOCIATION/YWCO of the CSRA, Inc., Project) Series 2010A ("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 Regulations, the issuance of the 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 Regulations, because he is the Consolidated Government's chief executive officer popularly elected at-large by the voters ofthe Consolidated Government; and WHEREAS, on February 12, 2010, at 11:30 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 for the benefit of THE FAMILY Y, YOUNG MEN'S CHRISTAIN ASSOCIATION/YWCO of the CSRA, Inc (the Company) on the Bonds and the location and nature of the facilities to be refinanced with the proceeds of the Bonds, notice of which was published in The Augusta Chronicle on January 28, 2010; and Whereas, the Issuer recommends and requests that the governmental unit approve the plan of finance for the issuance of the Bonds and the refinancing of the Project (hereinafter defined). NOW, THEREFORE, THE MAYOR OF AUGUSTA, GEORGIA ACTS AS FOLLOWS: , 1. The Mayor of Augusta, Georgia hereby approves the Bonds; (a) The proceeds of which will (i) refinance in whole or in part of the cost of acquiring, constructing, installing and equipping the Company's facilities located within the territorial limits of the consolidated government of Augusta, Georgia (the "Consolidated Government) at the Company's facilities located at 3750 Wheeler Road on, Augusta, Georgia 30906, herein referred to as (the "Project") and (ii) paying the cost of Issuance. (b) The maximum face amount of which will be not to exceed $5,600,000. (c) The initial owner, operator or manager of the facilities or Project financed or refinanced from the proceeds of the Bonds will be the COMPANY; and (d) The location of the facilities and the Project to be 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 Company 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 Company 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. .ti Approved this l"'\ day of February, 2010. ~~4'k---- MAYOR OF AU ST A, GEORGIA Certificate of The Development Authority of Richmond County Regarding Public Hearing I, the undersigned Hearing Officer of the Development Authority of Richmond County (the "Issuer") DO HEREBY CERTIFY, as follows: (1) A Public Hearing was held pursuant to Section 147(t) of the Internal Revenue Code of 1986, as amended, and under applicable Treasury Regulations, on February 12, 2010 at 11:30 o'clock A.M., in the conference room of the Issuer located in the Historic Enterprise Mill Building at 1450 Greene Street, in Augusta, Georgia 30901, pursuant to proper notice given in accordance with law as to the time and place of this Hearing prior to such Hearing. The Hearing was open to the public. The time of the Hearing and the room in which the Hearing was held provided a reasonable opportunity for persons of differing views to appear and be heard. At such Hearing, Mr. Jerry B. Dye, a duly authorized Hearing Officer of the Issuer was present and acting on behalf of the Issuer. (2) I announced the commencement of a Public Hearing on behalf of Augusta, Georgia (The Consolidated Government of Augusta- Richmond County), on the Application of THE F AMIL Y Y, THE YOUNG MEN'S CHRISTIAN ASSOCIATION/YWCO OF THE CSRA, INC, or its subsidiary or other related entity (the "Company") for the proposed issuance by the Issuer of "Development Authority of Richmond County Revenue Bonds (The Family Y, The Young Men's Christian Association/YWCa of the CSRA, Inc., Project) Series 20lO-A", in the aggregate principal amount not to exceed $5,600,000. (3) The Chairman of the Issuer has caused the publication of a notice of the Hearing at least fourteen (14) days prior to the Hearing in the Augusta Chronicle, a newspaper having general circulation in Richmond County, Georgia, (the "Notice"). A copy of the Notice has been filed and appears of record in the Minute Book of the Issuer and is attached hereto together with the affidavit of publication as Exhibit "A". (4) The following person presented a written statement to the Issuer on behalf of the Company: The Company introduced a copy of the Bond Resolution, without Exhibits A, B, C, and D thereto, adopted 1 by the Issuer at its meeting of January 21, 2010. Copies of said omitted Exhibits are on file in the Minute Book of the Issuer. (5) The following person(s) also appeared and asked to be heard or present written comments with respect to the granting by the Issuer of the financial assistance requested by the Company and the financing referred to in the Notice: None No one else having appeared to speak on the matter, I declared the Public hearing closed at 11 :50 0' clock A.M. This 12th day of February, 2010. i;1~ He ng er . Jerry B. Dye I HEREBY CERTIFY that the signature of the Hearing Officer of the Issuer above subscribed is true and genuine and that the foregoing is a true and complete description of the Public Hearing of the Issuer on February 12,2010. r C~ aurie Davis, ASSIstant Secretary of the Development Authority of Richmond County Exhibit Attached: "A" - Copy of Notice together with Affidavit of Publication "B" - Bond Resolution 2 AFFIDAVIT OF PUBLICATION ATTORNEY OR AGENCY Jerry Dye BUSINESS STATE OF GEORGIA COUNTY OF RICHMOND ( l!) A , Personally appeared before me, 'L1lJ ~ ; VuJ~ ,to me known, who being sworn, deposes and says: That he/she is the authorized agent of Southeastern Newspapers Company, LLC, a Georgia Limited Liability Company, doing business in said county under the trade name of The Richmond County Neighbors, a newspaper published in said County; that he/she is authorized to make affidavits of publication on behalf of said publisher company; The Richmond County Neighbors; that said newspaper is of general circulation in said county and in the area adjacent thereto; that he/she has reviewed the regular editions of said new papers published on and finds that the following advertise me t appeared in a~ch of id editions, to-wit: Jan. 28, 010 (deponent) before m ......_~,., :&1 \~ ,. EXHIBIT "A" that-on Friday, ~ In the 'Confer- e of the Development ,cou located at 560 < e Street, HEARING counsel to and on pment Authority of Rich- , held on a proposed rev- ued by. the Development fchmond County. The proceeds o the bond would be loaned. to The Famfly. ., Young Men's Christian Assocl8tlonNWCO of the CSRA, Inc" a Geor- gia "OI1proflt corporation (the "Borrower"), and an amouiit.not to exceed $5,600,000'wOilld be used to: (i) refinance certain indebtedness pre- viously Incurred b Borrower to finance the pure" ion of YMCA facilities located aneh campus of Bor- ro Ier Road, Augusta, Ge6rgIa, . and (iij paylng'the costs of issuance, All facili- ties will be owned and operated by Borrower, The bond proposed to be issued would not be a general obligation of the State of Georgia, Ricl1mond'c::ounty or tbe DeveloPl11ent Author- Ity of Richmond County, nor would such bond be payable in any manner by taxatlon".out woul.d be pay.able solely frOm pByniarits receIVed pursIJant to the loan rllf~r'ed to above, Any person'having views on the pto- posed bond Issue'orthe nature or location of the facilities . .10 be financed may be ~=-~~c;~ ORl'rY ' OF RICHMOND COUNTY Jan, 28, 2010 .Adv, # 14176393 , . BOND RESOLUTION A RESOLUTION OF THE DEVELOPMENT AUTHORITY OF RICHMOND COUNTY AUTHORIZING, INTER ALIA, THE ISSUANCE OF MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF $5,600,000 DEVELOPMENT AUTHORITY OF RICHMOND COUNTY REVENUE BOND (THE FAMILY Y, YOUNG MEN'S CHRISTIAN ASSOCIATION/YWCO OF THE CSRA, INC. PROJECT), SERIES 2010-A. Adopted January 21,2010 Exhibit "A" - Form of Financing Agreement Exhibit "B" - Form of Series 201O-A Promissory Note Exhibit "C" - Form of Deed to Secure Debt and Assignment of Rents and Leases Exhibit "D" - Form of Assignment and Security Agreement EXHIBIT "B" BOND RESOLUTION WHEREAS, the Development Authority of Richmond County (the "Issuer") is a public body corporate and politic du1y created and validly existing under and pursuant to an act entitled the "Development Authorities Law," codified as Chapter 62 of Title 36 of the Official Code of Georgia Annotated, as amended (the "Act"); and WHEREAS, the governing body of Richmond County has, by proper resolution, declared that there is a need for the Issuer to function in Richmond County, as required by the terms of the Act, the Issuer has been duly created and activated pursuant to the terms of the Act, and its directors have been elected as provided therein and are currently acting in that capacity; and WHEREAS, the Act authorizes the Issuer to borrow money and issue its revenue bonds and to extend credit or make loans to any corporation for the planning, design, construction, acquisition, or carrying out of any "project," which includes the acquisition, construction, installation, modification, renovation, or rehabilitation of land, interests in land, buildings, structures, facilities, or other improvements and the acquisition, installation, modification, renovation, rehabilitation, or furnishing of fixtures, machinery, equipment, furniture, or other property of any nature whatsoever used on, in, or in connection with any such land, interest in land, building, structure, facility, or other improvement, all for the essential public purpose of the development of trade, commerce, industry, and employment opportunities, which project may be for any industrial, commercial, business, office, parking, public, or other use, provided that a majority of the members of the Issuer determines, by a du1y adopted resolution, that the project and such use thereof would further the public purpose of the Act; and WHEREAS, the Issuer is authorized and empowered under and pursuant to the provisions of Article 3 of Chapter 82 of Title 36 of the Official Code of Georgia Annotated, entitled the "Revenue Bond Law," as amended, to issue revenue bonds to finance, in whole or in part, the cost of the acquisition, construction, reconstruction, improvement, betterment, or extension of any ''undertaking,'' which includes the erection and construction of buildings to be used for recreational and educational purposes facilities; and WHEREAS, the Act provides that such credit or loans shall be secured by loan agreements, mortgages, security agreements, contracts, and all other instruments, fees, or charges, upon such terms and conditions as the Issuer shall determine reasonable in connection with such loans, and that the Issuer may require the inclusion in any contract, loan agreement, security agreement or other instrument of such provisions for guaranty, insurance, construction, use, operation, maintenance, and financing of a project as the Issuer may deem necessary or desirable; and WHEREAS, the Act also authorizes the Issuer (1) to acquire, accept or retain equitable interests, security interests, or other interests in any property, real or personal, by mortgage, assignment, security agreement, pledge, conveyance, contract, lien, loan agreement, or other consensual transfer, in order to secure the repayment of any moneys loaned or credit extended by the Issuer and (2) to pledge, mortgage, convey, assign, hypothecate, or otherwise encumber any property, real or personal, of the Issuer as security for repayment of its obligations and to execute any or security agreement containing any provisions not in conflict with law; and WHEREAS, in furtherance of the purposes and policies of the Act, the Issuer proposes to issue, sell and deliver its Revenue Bond (The Family Y, Young Men's Christian AssociationlYWCO of the CSRA, Inc. Project), including the Series 2010-A Bond (the "Series 201O-A Bond" or "Bond") in the original face amount of up to $5,600,000 for the purpose of loaning the proceeds thereof to The Family Y, Young Men's Christian AssociationlYWCO of the CSRA, Inc. (the "Borrower"), a nonprofit corporation dilly organized, existing and in good standing under and by virtue of the laws of the State of Georgia, to refinance previous indebtedness incurred by the Borrower to finance improvements at its Wilson Branch located at 3570 Wheeler Road, Augusta, Georgia and paying certain issuance costs; and WHEREAS, to accomplish the foregoing financing or refinancing of the Project, the Issuer, the Borrower and Regions Equipment Finance Corporation, an Alabama corporation ("Regions") propose to enter into a Financing Agreement (the "Financing Agreement"), to be dated as of March 1,2010, pursuant to the terms of which the Issuer will loan the proceeds from the sale of the Bond to the Borrower and pursuant to which the Borrower will pay to the Issuer such loan repayments at such times and in such amounts as will be required to pay the principal of, premium, if any and interest on the Bond, as and when the same become due and payable; and WHEREAS, to evidence its obligations to make periodic loan repayments under the Financing Agreement, the Borrower proposes to execute and deliver to the Issuer its Series 2010 Promissory Note (the ''Note''), to be dated the date of their execution and delivery, providing for payments at such times and in such amounts as will be required to pay the principal of, premium, if any, and interest on the Bond, as and when the same become due and payable; and WHEREAS, to secure its obligations under the Financing Agreement and the Note and certain other obligations of the Borrower to the Issuer, the Borrower (1) proposes to grant to the Issuer a first lien on and first security title to certain real property constituting the Project and proposes to assign and pledge to the Issuer the Borrower's interest in certain rents and leases derived from the Project, pursuant to a Deed to Secure Debt and Assignment of Rents and Leases (the "Security Deed"), to be dated as of March 1,2010; and WHEREAS, to secure its obligation to pay principal of, premium, if any, and interest on the Bond, the Issuer (1) proposes to assign and pledge to Regions, as purchaser of the Bond, and grant a first priority security interest in, all of its right, title, and interest in the Financing Agreement (except for the Unassigned Rights, as defined in the Financing Agreement), the Note, the Security Deed, and all revenues, payments, receipts and moneys to be received and held thereunder, pursuant to an Assignment and Security Agreement (the "Assignment"), to be dated as of March 1, 2010, -2- .. between the Issuer and Regions, and (2) proposes to endorse the Note without recourse or warranty to the order of Regions; and WHEREAS, order to insure the payment of the principal of, premiwn, if any, and interest on the Bond, the Borrower will enter into a Guaranty Agreement to be dated as of March 1, 2010 (the "Guaranty") for the benefit of Regions; and WHEREAS, the Borrower has requested the Issuer to sell the Bond at a private sale, as permitted by the Act, to Regions pursuant to the Financing Agreement; and WHEREAS, the Issuer hereby finds and determines that the Project is a "project" within the meaning of the Act and that the financing and refinancing of the Project will further the purposes and policies of the Act; and WHEREAS, the Board of Directors of the Issuer has determined that accomplishing the foregoing is in the best interests of the Issuer, and the Board of Directors of the Issuer has found and does hereby declare that such undertaking is for a lawful, valid, and necessary public purpose which will develop and promote trade, commerce, industry, and employment opportunities for the public good and the general welfare, will promote the general welfare of the State of Georgia, and will increase or maintain employment in the territorial area of the Issuer, all to the public benefit and good; and WHEREAS, the Issuer has determined that it will not operate the Project in any manner and that the Borrower will own and operate the Project; and WHEREAS, copies of the forms of the following docwnents relating to the transactions described above have been submitted to the Issuer, are now on file with the Issuer, and are attached hereto as the following exhibits: Exhibit "A" - Form of Financing Agreement, Exhibit "B" - Form of Series 201O-A Promissory Note, Exhibit "c" - Form of Deed to Secure Debt and Assignment of Rents and Leases Exhibit "D" - Form of Assignment and Security Agreement WHEREAS, a copy of the form of the Guaranty has been submitted to the Issuer and is now on file with the Issuer; -3- NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DEVELOPMENT AUTHORITY OF RICHMOND COUNTY AS FOLLOWS: 1. In order to further the public purposes of the Act, the Issuer is hereby authorized to issue the Bond to finance or refinance the costs of acquiring, constructing, renovating and installing the Project, and to finance a portion of the costs of issuing the Bond, and all such assistance previously provided is hereby ratified and approved. It is hereby found, ascertained, determined, and declared that the Project constitutes a "project," within the meaning of that term as defined in the Act, and that the financing or refmancing of the acquisition, construction, renovation and installation of the Project and the related costs is for a public purpose and is necessary to develop and promote trade, commerce, industry, and employment opportunities for the public good and the general welfare, to promote the general welfare of the State of Georgia, and to increase or maintain employment in the territorial area of the Issuer, all to the public benefit and good. 2. For the purpose of financing or refmancing the costs, in whole or in part, of acquiring, constructing, and installing the Project, and financing a portion of the costs of issuing the Bond, the issuance of a revenue bond of the Issuer to be known as "Development Authority of Richmond County Revenue Bond (The Family Y, Young Men's Christian Association/YWCO of the CSRA, Inc. Project), Series 201O-A" is hereby approved and authorized pursuant to the provisions of the Act. 3. The Bond shall be issued in the aggregate principal face amount of up to $5,600,000, shall be dated the date of initial delivery, and shall be issuable as fully-registered bonds without coupons. The Bond shall bear interest from the date(s) provided in the Financing Agreement at a rate or rates per annum not to exceed 8.5% as determined in the Financing Agreement payable on the dates provided in the Financing Agreement, and shall mature on or before December 31,2015, unless earlier called for redemption. The Bond shall be substantially in the form set forth in the Financing Agreement hereinafter authorized and shall be subject to redemption, shall be payable in such medium of payment at such place or places, shall be of such tenor, and shall have such other terms and provisions as are provided in the Financing Agreement. The form of the Bond and the provisions for execution, delivery, payment, substitution, transfer, registration, and redemption shall be as set forth in the Financing Agreement hereinafter authorized. 4. It is found, ascertained, determined, and declared that the loan repayments to be received by the Issuer under the Financing Agreement, as represented by the Borrower, have been calculated to be sufficient to pay the principal of, premium, if any, and interest on the Bond as the same become due and payable, and all of such payments and other payments received under the Financing Agreement, the Note and all other revenues arising out of or in connection with the collateral pertaining to the Bond are hereby pledged for that purpose and in addition for such other purposes as are more fully set forth and provided for in the Financing Agreement. The Bond shall be secured as provided in the Financing Agreement and the Assignment. -4- 5. The Bond shall never constitute an indebtedness or general obligation of the State of Georgia, Richmond County, or any other political subdivision of the State of Georgia, within the meaning of any constitutional provision or statutory limitation whatsoever, nor a pledge of the faith and credit or taxing power of any of the foregoing, nor shall any of the foregoing be subject to any pecuniary liability thereon. The Issuer has no taxing power. The Bond shall not be payable from nor a charge upon any funds other than the revenues pledged to the payment thereof and shall be the limited or special obligation of the Issuer payable solely from the funds provided therefor in the Financing Agreement and the Assignment. No owner of the Bond shall ever have the right to compel the exercise of the taxing power of the State of Georgia, Richmond County, or any other political subdivision of the State of Georgia to pay the principal of the Bond or the interest or any premium thereon, or to enforce payment thereof against any property of the foregoing, nor shall the Bond constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the foregoing other than the revenues pledged to the payment thereof. Neither the members of the Board of Directors of the Issuer nor any person executing the Bond shall be liable personally on the Bond by reason of the issuance thereof. 6. The provisions for guaranty, insurance, construction, use, operation, maintenance, and financing and refmancing of the Project shall be as provided in the Financing Agreement. The obligations of the Issuer with respect to the Pledged Estate (as defmed in the Financing Agreement) shall be as provided in the Financing Agreement, the Security Deed, the Assignment. 7. The forms, terms, and conditions and the execution, delivery, and performance of the Financing Agreement, the Security Deed, and the Assignment attached hereto as Exhibits A, C, and D, respectively, (collectively, the "Issuer Contracts") and the Guaranty, which has been filed with the Issuer, are hereby approved and authorized. The Issuer Contracts shall be in substantially the forms submitted to the Board of Directors of the Issuer with such changes, corrections, deletions, insertions, variations, additions, or omissions as may be approved by the Chairman or Vice Chairman of the Board of Directors of the Issuer, whose approval thereof shall be conclusively evidenced by the execution of each such instrument. 8. The form and substance of the Note, attached hereto as Exhibit B, is hereby approved, and the Issuer requires that such instrument be entered into by the Borrower in substantially the form submitted to the Board of Directors of the Issuer with such changes, corrections, insertions, deletions, variations, additions or omissions as may be approved in writing by the Chairman or Vice Chairman of the Board of Directors of the Issuer, whose approval thereof shall be conclusively evidenced by the execution of the endorsement thereon. 9. The form and substance of the Guaranty, which has been filed with the Issuer, is hereby approved, and the Issuer requires that such instrument be executed by the Borrower for the benefit of Regions in substantially the form submitted to the Board of Directors of the Issuer with such changes, corrections, insertions, deletions, variations, additions, or omissions as may be approved in writing by the Chairman or Vice Chairman of the Board of Directors of the Issuer, -5- whose approval thereof shall be conclusively evidenced by the execution of the Financing Agreement. 10. The execution and the sale and delivery of the Bond to Regions or its duly authorized attorney-in-fact, against receipt by the Issuer of the purchase price and upon the terms and conditions set forth in the Financing Agreement in payment therefor are hereby approved and authorized. The Issuer hereby determines that the sale of the Bond upon a negotiated basis in the manner, at the price, and at the time determined in and pursuant to the Financing Agreement is acceptable to the Issuer. 11. The Chairman or Vice Chairman of the Board of Directors of the Issuer is hereby authorized and directed to execute on behalf of the Issuer the Issuer Contracts, and the Secretary or Assistant Secretary of the Issuer is hereby authorized and directed to affix thereto and attest the seal of the Issuer, upon proper execution and delivery of the other parties thereto, provided, that in no event shall any such attestation or affixation of the seal of the Issuer be required as a prerequisite to the effectiveness thereof, and the Chairman or Vice Chairman and Secretary or Assistant Secretary are authorized and directed to deliver the Issuer Contracts on behalf of the Issuer to the Borrower or Regions, as the case may be, and to execute and deliver all such other instruments, documents, affidavits, or certificates and to do and perform all such things and acts as each shall deem necessary or appropriate in furtherance of the issuance of the Bond and the carrying out of the transactions authorized by this Bond Resolution or contemplated by the instruments and documents referred to in this Bond Resolution. The Chairman or Vice Chairman of the Board of Directors of the Issuer is hereby authorized and directed to accept the delivery of the Note from the Borrower and to endorse the Note without recourse on behalf of the Issuer to the order of Regions, and the Secretary or Assistant Secretary of the Issuer is hereby authorized and directed to affix thereto and attest the seal of the Issuer, provided, that in no event shall any such attestation or affixation of the seal of the Issuer be required as a prerequisite to the effectiveness thereof. The Bond shall be executed on behalf of the Issuer by its Chairman or Vice Chairman by his manual or facsimile signature, and the official seal of the Issuer shall be impressed or reproduced thereon and attested by the manual or facsimile signature of the Secretary or Assistant Secretary of the Issuer. All such facsimile signatures and the reproduction of the official seal of the Issuer on the Bond shall have the same force and effect as if such officers had manually signed the Bond and as if the official seal of the Issuer had been impressed on the Bond. 12. The Chairman or Vice Chairman of the Board of Directors of the Issuer is authorized and directed on behalf of the Issuer (i) to execute and deliver a certific51te as to the reasonable expectations of the Issuer regarding the amount and use of the proceeds of the Bond, such certificate to be based upon representations of the Borrower, (ii) to execute and file with the Internal Revenue Service Internal Revenue Service Form 8038, as required by Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code"), and (iii) to execute and make all other certifications and filings required under Section 103 of Code and the applicable Treasury Regulations promulgated thereunder. -6- 13. The attorney for the Issuer, Jerry B. Dye, Esq. of Jerry B. Dye, P.e., is hereby authorized and instructed to commence validation proceedings in accordance with the requirements of Article 3 of Chapter 82 of Title 36 of the Official Code of Georgia Annotated, as amended, and to take all actions necessary to obtain an order of the Superior Court of Richmond County, Georgia validating and confIrming the Bond and the security therefor. The Chairman or Vice Chairman and Secretary or Assistant Secretary is hereby authorized and directed to execute any pleadings in connection therewith. 14. This Bond Resolution and the Financing Agreement, the Note, the Security Deed, the Assignment, and the Guaranty, as approved by this Bond Resolution, all of which are hereby incorporated in this Bond Resolution by this reference thereto, shall be placed on file at the office of the Issuer and made available for public inspection by any interested party immediately following the passage and approval of this Bond Resolution. 15. The Series 201O-A Bond shall be issued only after public notice of and the conduct of a Public Hearing and the grant of Public Approval for the issuance of the Series 201 O-A Bond by Richmond County, in accordance with the requirements of Section 147(f) of the Code. The Issuer hereby appoints Jerry B. Dye, Esq., its counsel, as its hearing officer to conduct the public hearing on the Series 201O-A Bond and on the location and nature of the facility to be financed and refmanced with the proceeds of the Series 201 O-A Bond and authorizes and ratifies all actions taken by the hearing officer in that regard. 16. No representation, statement, covenant, stipulation, obligation, or agreement herein contained, or contained in the Bond, the Issuer Contracts, the endorsement on the Note, or in any certificate or other instrument to be executed in connection with the issuance of the Bond, shall be deemed to be a representation, statement, covenant, stipulation, obligation, or agreement of any director, member, officer, employee, or agent of the Issuer in his individual capacity, and none of the foregoing persons nor any of the officers of the Issuer executing the Bond, the Issuer Contracts, the endorsement on the Note or any certificate or other instrument to be executed in connection with the issuance of the Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the execution or delivery thereof. 17. Except as otherwise expressly provided herein or in the Bond, the Issuer Contracts, the endorsement on the Note, or the Guaranty, nothing in this Bond Resolution or in the Bond, the Issuer Contracts, the endorsement on the Note, or the Guaranty, express or implied, is intended or shall be construed to confer upon any person, firm, corporation, or other organization, other than the Issuer, the Borrower, Regions and the owners from time to time of the Bond, any right, remedy, or claim, legal or equitable, under and by reason of this Bond Resolution or any provision hereof, or of the Bond, the Issuer Contracts, the endorsement on the Note, or the Guaranty, all provisions hereof and thereof being intended to be and being for the sole and exclusive benefit of the Issuer, the Borrower, Regions and the owners from time to time of the Bond. -7- 18. All acts, conditions, and things relating to the passage of this Bond Resolution, to the issuance, sale, and delivery of the Bond, to the execution and delivery of the Issuer Contracts, to the endorsement without recourse of the Note to the order of Regions, and to the approval of the Guaranty, required by the Constitution or other laws of the State of Georgia to happen, exist, and be performed precedent to the passage hereof, have happened, exist, and have been performed as so required, with the exception of the validation proceedings referred to in paragraph 13 above. 19. The directors of the Issuer and its officers, members, attorneys, engineers, or other agents or employees are hereby authorized to do all acts and things required of them by this Bond Resolution, the Bond, the Issuer Contracts and the endorsement on the Note and to do all acts and things which are desirable and consistent with the requirements hereof or of the Bond, the Issuer Contracts and the endorsement on the Note, for the full, punctual, and complete performance of all the terms, covenants, and agreements contained herein or in the Bond, the Issuer Contracts and the endorsement on the Note. 20. The Issuer covenants and agrees that this Bond Resolution shall constitute a contract between the Issuer and the owners from time to time of the Bond, and that all covenants and agreements set forth herein and in the Bond, the Issuer Contracts and the endorsement on the Note to be performed by the Issuer shall be for the benefit and security of the owners from time to time of the Bond. 21. All Issuer motions, orders, ordinances, bylaws, resolutions, and parts thereof in conflict herewith are hereby repealed to the extent only of such conflict. This repealer shall not be construed as reviving any motion, order, ordinance, bylaw, resolution, or part thereof. 22. This Bond Resolution shall be immediately authenticated by the signature of the Secretary or Assistant Secretary of the Issuer and shall be recorded in the book kept by the Issuer for the recording of resolutions. 23. This Bond Resolution shall become effective immediately, and if any section, paragraph, clause, or provision hereof shall for any reason be held invalid or unenforceable, the invalidity or unenforceability thereof shall not affect any of the remaining provisions hereof. -8- PASSED, ADOPTED, SIGNED, APPROVED, and EFFECTIVE this 21st day of January, 2010. DEVELOPMENT AUTHORITY OF RICHMOND COUNTY By: ~ Chairm (SEAL) ATTEST: r^ -9- ... SECRETARY'S CERTIFICATE 1,\ n. LN' : <- \lc,h ;~.. the duly appointed, qualified, and acting Secretary or Assistant Secretary of the Development Authority of Richmond County (the "Issuer"), DO HEREBY CERTIFY that the foregoing pages of typewritten matter pertaining to the revenue bond designated "$5,600,000 Development Authority of Richmond County Revenue Bond (The Family Y, Young Men's Christian AssociationIYWCO of the CSRA, Inc. Project), Series 201O-A" constitute a true and correct copy of the Bond Resolution adopted on January 21,2010 by the Board of Directors of the Issuer in a meeting duly called and assembled, after due and reasonable notice was given in accordance with the procedures of the Issuer and with applicable provisions oflaw, which was open to the public and at which a quorum was present and acting throughout, and that the original of such Bond Resolution appears of public record in the Minute Book of the Issuer which is in my custody and control. I further certify that such Bond Resolution was recorded in the book kept by the Issuer for the recordation of resolutions on January 21, 2010 and has not been rescinded, repealed, or modified. Given und:\ ( signature and seal of the Development Authority of Richmond County this _ day of 9 )\'-\ ,2010. . 'V ~- \4 .~ SECRETARY or ASmSTANT SECRETARY, DEVELOPMENT AUTHORITY OF RICHMOND COUNTY (SEAL)