HomeMy WebLinkAboutAcqvistition By Redemption Water and Sewage Revenue Bonds
Augusta Richmond GA
DOCUMENT NAME: ()CA{)//'5I-,hOi? 6y ?iedf'h1phon
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DOCUMENT TYPE: '(Ie5/JlohOYi
YEAR f qq&
BOX NUMBER: :2-
FILE NUMBER: ) J- ~ L/ ~
NUMBER OF PAGES:
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BOND RESOLOTION
A RESOLOTION TO PROVIDB POR THE ACQUISITION BY REDEMPTION,
PAYMENT OR OTHERWISB BY RICHMOND COUNTY 01' ALL 01' TBB RICHMOND
COUNTY WATBR AND, SBWBRAGB RBVBNOB BONDS, SBRIBS 1986 BERBTCPORE
ISStrBD AND NOW OOTSTANDING IN THE AGGREGATB PRINCIPAL AMOUNT 01'
$6,220,000, ~L 01' THE RICHMOND COUNTY WATBR AND SBWBRAGB RBVBNOB
REPtJNDING BONDS, SBRIBS 1987 BBRETOPORB ISSUBD AND NOW OOTSTANDING
IN THE AGGREGATB PRINCIPAL AMOUNT 01' $2,924,591.75 AND ALL 01' THE
RICHMOND COUNTY WATBR AND SBWBRAGB RBVBNOB BONDS, SERIBS 1991
HBRBTOPORB ISSUBD AND NOW OOTSTANDING IN THE AGGREGATB PRINCIPAL
AMOUNT 01' $7,655,224, TO PROVIDB POR THE ACQUISITION BY REDEMPTION,
PAnmN'l' OR OTBBRWISB BY RICHMOND COUNTY 01' ALL 01' THE CITY COUNCIL
01' AUGUSTA WATER. AND SEWERAGB REVENO'B BONDS, SERIBS 1972 BBRBTOPORE
ISStrBD AND NOW OOTSTANDING IN THE AGGREGATB PRINCIPAL AMOUNT 01'
$1,125,000 AND ALL 01' THE CITY COUNCIL - 01' AUGUSTA WATBR AND
SBWBRAGB R.EVEN'1J'B BONDS, SBRIES 1991 BBRETOPORE ISSUED AND NOW
OUTSTANDING IN THE AGGREGATB PRINCIPAL AMOUNT 01' $8,420,000, TO
PROVIDB POR ADDITIONS, EXTENSIONS AND IHPROVEMENTS TO THE COMBINED
WATER AND SBWBRAGB SYSTEM 01' THE CITY COUNCIL 01' AUGUSTA AND
R.ICHMOND COUNTY, TO PROVIDB POR THE ISSUANCB 01' WATBR AND SBWBRAGB
REVENUE RBJ'tJNDING AND IHPROVEMENT BONDS, SBRIBS 199 6A, TAXABLE
WATER. AND SEWERAGB RBVENOB REFUNDING BONDS, SBRIBS 1996B AND WATBR
AND SBWBRAGB R.EVEN'1J'B REJ'tJNDING BONDS, SBRIBS 1997, TO PINANCB, IN
WHOLE OR IN PART, THE COSTS 01' SUCH OVERALL ONDBRTAltING, TO PROVIDB
POR THE CONSOLIDATION 01'- TBB WATBR AND SBWBRAGB SYSTEK 01' THE
PORKER THE CITY COUNCIL 01' AUGUSTA AND TBB WATBR AND SEWERAGB
SYSTEK 01' RICHMOND COUNTY INTO ONE REVBNOB PRODUCING tmDERTAltING,
TO PROVIDE POR TBB ADOPTION 01' RATBS AND TBB COLLECTION 01' I'EBS AND
CBARGESPOR THE SBRVICBS, PACILITIBS AND COMMODITIBS TO BE
PORNISmm BY TBB COMBINED WATER. AND SEWERAGE SYSTBII, TO PROVIDB POR
THE ISSUANCB tmDBR CBRTAIN TBRKS AND CONDITIONS 01' ADDITIONAL
PARITY BONDS, TO PROVIDE POR THE CRBATIOH AND KAIHTBNANCE 01'
CBRTAIN FONDS, TO PROVIDE R'I2M1mIBS IN THE BVBNT 01' DBPAOLT POR THE
OWNERS 01' SAID BONDS, TO RATIJ'Y AND AUTHORIZE TBB PRBPARATION, USB
AND DISTRIBOTION 01' A PRBLIKINARY OPPICIAL STATEMENT AND A PINAL
OPPICIAL STATEHEH'l' IN CONHBCTXOH WXTJI TBB OPPER AND SALE 01' TBB
SERXES 1996A BONDS, SRRXES 1996B BONDS AND SBRXBS 1997 BONDS, TO
PROVIDE FOR TBB ANNUAL StmKISSION OF CERTAIN FINANCIAL INFORMATION
AND OPBRATING DATA PtJRSUANT TO ROLE 15c2 -12 01' THE SBCt1RITIBS.. AND
EXCHANGB COMHJ:SSION, TO PROVIDB POR TBB ADOPTION 01' A SUPPLEMENTAL
RESOLOTION FINALIZING.THBTBRKS 01' THB SBRIBS 1996A, SBRIBS 1996B
BONDS AND THE SBRIES 1997 BONDS, AND POR OTHER PURPOSBS.
WHBREAS, under the provisions of Article IX, Section III,
Paragraph II(a) of the Constitution of the State of Georgia and
Georgia Laws 1995, p. 3648 et seq., known as the Richmond County--
Consolidation with the City ,of Augusta and the City of Hephzibah
Act (the "Act") and pursuant_ to referenda held within The City
Council of Augusta (the "City") and Richmond County (the "County"),
the City consolidated with the County (such consolidated political
190016.7
subdivision hereinafter sometimes referred to as the KConsolidated
Government"); and
. WHEREAS, the referendum held within the City of Hephzibah, a
municipality located withi.n the Cons,olidated Government, with
respect to consolidation failed; and .
WHEREAS, pursuant to the Act, the Consolidated Government now
constitutes a county and a municipality under the laws and the
Constitution of the State of Georgia, and is a political
subdivision of the State of Georgia in the exercise of the
respective powers of a municipality and a county governed by the
Augusta-Richmond -County Commission-Council (the KCommission-
Council"); and
WHEREAS, pursuant to Article IX, Section II, Paragraph II of
the Constitution of the-State of Georgia, the Municipal Home Rule
Act of 1965 (O.C.G.A. S 36-35-1 et seq., as amended), and an
ordinance adopted by the Commission-Council of the Consolidated
Government on October 1, 1996, the commission-Council amended the
designation of its governing body from the KAugusta-Richmond. County
Commission-Council" to the KAugusta-Richmond County Commission" (the
KCommission"); and '
WHEREAS, prior to the consolidation of the City and the
County, the County and the City each owned, operated and maintained
their own respective water and sewerage systems; and
WHEREAS, the County and the City have previously issued bonds
to finance and refinance additions and improvements to their
respective water and sewerage systems; and
WHEREAS, it is desirable that the City'S System (as
hereinafter defined) and the County's System (as hereinafter
defined) be combined and consolidated as one revenue producing
undertaking and in furtherance of that purpose, that all of the
City'S and the County's presently outstanding water and sewerage
revenue bonds hereinafter described be defeased, by redemption,
payment or otherwise; 'and '
WRR'DBAS, the Consolidated Government acting by and through the
Commission, by virtue of the authority of the Constitution of the
State of Georgia, the Act and Title 36, Chapter 82, Article 3 of
the Official Code of Georgia Annotated, as amended (the KRevenue
Bond Law"), is authorized to issue revenue bonds to acquire by
redemption, payment or otherwise all or any part of the City'S and
the County's outstanding water and sewerage revenue obligations, to
fund in part a reasonably required debt service reserve and to
acquire additional water and sewerage facilities by the addition
thereto of improvements to the combined water and sewerage systems
of the City and the Co~ty (the KSystem"), and to construct such
additions, and to operate and maintain the System, as added to,
, 190016.7
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extended, improved and equipped, for its own use, and for the use
of the puPlic and to prescribe and revise rates, and to collect
fees and' charges for the services, facilities and colTimodities
furnished by the 'System, as now existent and as same is hereafter
added to, extended; improved and equipped, and in anticipation of
the collection of revenues from the System, to issue revenue bonds
to finance, in whole or in. part, the acquisition of said
outstanding water and sewerage revenue obligations, to fund in part
a reasonably required debt service reserve and finance the cost of
such additions, extensions and improvements to the System and to
pay all expenses necessary to accomplish the foregoing; and
WHEREAS, the County, pursuant to a resolution adopted on April
24, 1984 (the "1984 Resolution"), has heretofore issued and
delivered $7,785,000 aggregate principal amount of Richmond County
Water and Sewerage Revenue Bonds, Series 1984, which Series 1984
Bonds have been paid in full; and '
WHEREAS, the 1984 Resolution is the master resolution pursuant
to which additional obligations payable from the revenues derived
from the County's System ranking pari passu with the Series 1984
Bonds are authorized to be issued, and the hereinafter described
Series 1986 Bonds, Series 1987 Bonds and the County's Series 1991
Bonds are the only outstanding bonds under the 1984 Resolution, as
supplemented; and '
~..BAS, the City', pursuant to Ordinance #3444 adopted May 20,
1963 (the "1963 Ordinance"), has heretofore issued and delivered
, $6,000,000 aggregate principal amount of The City Council of
Augusta Water and Sewerage Revenue Bonds, Series 1963, which Series
1963 Bonds have been paid in full; and
WBBRBAS, the 1963 Ordinance is the master ordinance pursuant
to which additional obligations payable from the revenues derived
from the City'S System ranking pari passu with the Series 1963
Bonds are authorized to be issued, and the hereinafter described
Series 1972 Bonds and the. City'S 1991 Bonds are the only
outstanding bonds under the 1963 Ordinance, as supplemented; and
WHEREAS, the County has heretofore, pursuant to the 1984
Resolution and a resolution adopted. on November 24, 1986 (the
"1986 Resolution"), authorized the issuance of, and actually issued
and delivered, $7,930,000 aggregate principal amount of Richmond
County Water and Sewerage Revenue Bonds, Series 1986, dated
December 1, 1986 (the "Series 1986 Bonds"), in the form of fully
registered bonds without coupons, in the denomination of $5,000 or
any integral multiple thereof, numbered from R-1 upward,
transferable to subsequent owners as therein provided, bearing
interest from date at the rates per annum set forth below opposite
each principal maturity, all interest payable April 1, 1987 and
semiannually thereafter on the 1st days of April and October in
190016.7
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each year and the principal maturing on the 1st day of April, in
the years. and amounts, as follows:
~
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997 '
Amount
$170,000
130,000
135,000
140,000
120,000
180,000
190,000
205,000
2i5,000
225,000
240,000
~
3.75%
4.35
4.75
4.90
5.10
5.30
5.50
5.70
5.90
6.05
6.15
~
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
Amount
$ 260,000
275,000
320,000
340,000
395,000
960,000
1,025,000
1,100,000
1,180,000
125,000
Rat&
6.25 %
6.35
6.45
6.55
6.65
6.70
6.75
6.80
6.875
6.875
of which Series 1986 Bonds there is now outstanding $6,220,000
principal amount thereof; and
WHEREAS, the County has heretofore, pursuant. to the 1984
Resolution and a resolution adopted March 3, 1987 (the "1987
Resolution"), authorized the issuance of, and actually issued and
delivered, $8,479,591.75 aggregate principal amount of, Richmond
County Water and Sewerage Revenue Refunding Bonds, Series 1987 (the
"Series 1987 Bonds"), of which Series 1987 Bonds $5,555,000
aggregate principal amount thereof are CUrrent Interest Paying
, Bonds, dated April 1, 1987 (th~ "Series 1987 CUrrent Interest
. Bonds"), in the form of fully registered bonds without coupons, in
the denomination of $5,000 or any integral multiple thereof,
numbered from CIPB-1 upward, transferable to subsequent owners as
therein provided, bearing interest from date at the rates per annum
set forth below opposite each principal maturity, all interest
payable October 1, 1987 and semiannually thereafter on the 1st days
of April and October in each year and the principal maturing on the
1st days of April and October, on the dates and in the amounts, as
follows:
190016.7
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oat.a Principal Amount. Rate
October 1, 1987 $ 45,000 3.50%'
April 1, 1988 45,000. 4.00
October 1, 1988 50,000 4.00
April 1, 1989 50,000 4.25
October 1, .1989 50,000 4.25
April 1, 1990 50,000 4~50
October 1, 1990 170,000 4.50
April 1, 1991 310,000 4.75
October 1, 1991 175,000 4.75
April 1, 1992 650,000 5.00
October 1, 1992 180,000 5.00
April 1, 1993 685,000 5.20
October 1, 1993 185,000 5.20
April 1, 1994 725,000 5.40
October 1, 1994 195,000 5.40
April 1, 1995 765,000 5.50
October 1, 1995 205,000 5.50
April 1, 1996 810,000 5.60
October 1, 1996 210,000 5.60
which Series 1987 Current Interest Bonds have been paid in full;
and the remaining $2,924,591.75 aggregate principal amount of
Series 1987 Bonds are Compound Interest Bonds, dated April 2, 1987
(the "Series 1987 Compound Interest Bonds"), in the form of fully
registered bonds without coupons, in the denomination of $5,000 or
any integral multiple thereof, numbered from CIB-1, upward,
transferable to subsequent owners as therein provided, bearing
interest from date payable only at maturity or upon redemption
prior to maturity in the amounts determdnedby reference to the
Schedule of Compounded Amounts as' therein and in the 1987
Resolution set forth, and the principal amount of the Series 1987
Compound Interest Bonds maturing on the 1st days of April and
October on the dates and in the amounts, as follows:
190016.7
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~
Principal Amount
per SS.OOO Maturity Amount
Aggregate Principal
Amount
April 1, 1997
October 1, 1997
April 1, 1998
October 1, 1998
April 1, 1999
October 1, 1999
April 1, 2000
October 1, 2000
April 1, 2001
October 1, 2001
April 1, 2002
October 1, 2002
April 1, 2003
October 1, 2003
April 1, 2004
October. 1, 2004
April 1, 2007
$2,663.45
2,580.90
2,474.35
2,396.45
2,294.20
2,220.95
2,123.10
2,054.30
1,974.30
1,909.85
1,820.85
1,760.55
1,663.25
1,607.00.
1,527.35
1,475.00
1,203.55
$458,113.40
100,655.10
435,485.60
83,875.75
412,956.00
64,407.55
384,281.10
45,194.60
371,168.40
24,828.05
347,782.3'5
12,323.85
11,642.75
11,249.00
10,691.45
10,325.00
139,611.80;
of which Series 1987 Compound Interest Bonds there is now
outstanding $2,924,591.75 principal amount thereof; and
WBBRBAS, the County has heretofore, pursuant to the 1984
Resolution and a resolution adopted December 3, 1991, as
supplemented December 13, 1991 (the "1991 Resolution"), authorized
the issuance of, and actually issued and delivered, $8,385,224
aggregate principal amount of Richmond County Water and Sewerage
Revenue Bonds, Series 1991 (the "County's Series 1991 Bonds"), of
which the County's Series 1991 Bonds $7,415,000 aggregate principal
amount thereof are CUrrent Interest Paying Bonds, dated December 1,
1991 (the "Series 1991 CUrrent Interest Bonds"), in the form of
fully registered bonds without coupons, in the denomination of
$5 i 000 or any integral multiple thereof, numbered from CIPB-1
upward, transferable to subsequent owners as therein provided,
bearing interest from date at the rates per annum set forth below
opposite each principal maturity, all interest payable April 1,
1992 and semiannually thereafter on the 1st days of April and
October in each year and the principal maturing on the 1st day of
October, in the years and amounts, as follows:
190016.7
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Ye..a..t: Amount ~ Ye..a..t: Amount ~
1992 $195,000 4.10% 2001 $ 215,000 5.90%
1993 125,000 4.40 2002 215,000 6.00
1994 125,000 4.65 2003 190,000 6.15
1995 135,000 4.90 2004 200,000 6.30
1996 150,000 5.00 2005 210,000 6.40
1997 155,000 5.25 2006 215,000 6.50
1998 160,000 5.50 2016 2,005,000 6.50
1999 180,000 5.70 2021 2,745,000 6.50
2000 195,000 5.80
and the remaining $970,224 aggregate principal amount of Series
1991 Bonds are Compound Interest Bonds, dated December 20, 1991
(the "Series 1991 Compound Interest Bonds"), in the form of fully
registered bonds without coupons, in the denomination of $5,000 or
any integral multiple thereof, numbered from CIB-1 upward,
transferable to subsequent owners as therein provided, bearing
interest from date payable only at maturity in the amounts
determined by reference to the Table of Accreted Value for each
respective maturity as provided in the 1991 Resolution, and the
principal amount of the Series 1991 Compound Interest Bonds
maturing on the first day of October, in the years and amounts, as
follows:
Ye..a..t:
Principal Amount Per
S5.000 Maturity Amount
Aggregate Principal
Amount
Aggregate Maturity
Amount
2007
2008
2009
2010
2011
$1,740.50
1,614.80
1,496.70
1,385.90
1,282.05
$565,662.50
113,036.00
104,769.00
97,013.00
89,743.50
$1,625,000
350,000
350,000
350,000
350,000
of which County's Series 1991 Bonds there is now outstanding
$7,655,224 principal amount thereof; and
WHBREAS, the City has heretofore, pursuant to the 1963
Ordinance and an ordinance adopted September '5, 1972, authorized
the issuance of, and actually issued and delivered, $8,000,000
aggregate principal amount of The City Council of Augusta Water and
Sewerage Revenue Bonds, Series 1972, dated May 1, 1972 (the "Series
1972 Bonds"), in bearer form, in the denomination of $5,000 or any
integral multiple thereof, numbered from 1,201 to 2,800, inclusive,
transferable to, subsequent owners as therein provided, bearing
interest from date at the rates per annum set forth below opposite
each principal maturity, all interest payable November 1, 1972 and
semiannually thereafter on the 1st days of May and November in each
year and the principal maturing on the 1st day of May, in the years
and amounts, as follows:
190016.7
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~ Amount ~, ~ Amount Rate
1974 $ 75,000 5.50% 1987 $330,000 5.10%
1975 80,000 5.50 1988 350,000 5.10
1976 85,000 5.50 1989 370,000 5.10
1977 90,000 5.50 1990 390,000 5.10
1978 195,000 5.50 1991 415,000 5.10
1979 205,000 5.50 1992 440,000 5.20
1980 220,000 5.50 1993 465,000 5.20
1981 230,000 5.50 1994 500,000 5.20
1982 245,000 5.50 1995 525,000 5.20
1983 260,000 5.50 1996 525,000 5.20
1984 275,000 5.50 1997 550,000 4.50
1985 295,000 5.10 1998 575,00'0 4.50
1986 310,000 5.10
of which Series 1972 Bonds there is now outstanding. $1,125,000
principal amount thereof; and
WHBREAS, the City has heretofore, pursuant to the 1963
Ordinance and an ordinance adopted on December 18, 1991 (the "1991
Ordinance"), authorized the issuance of, and actually issued and
delivered, $10,000,000 aggregate principal amount of The City
Council of Augusta Water and Sewerage Revenue Bonds, Series 1991,
dated December 1, 1991 (the "City'S Series 1991 Bonds"), in the form
of fully registered bonds without coupons, in the denomination of
$5,000 or any integral multiple thereof, numbered from R-1 upward,
transferable to subsequent owners as therein provided, bearing
interest from date at the rates per annum set forth below opposite
each principal maturity, all interest payable May 1, 1992 and
, semiannually thereafter on the 1st days of May and November in each
year and the principal maturing on the 1st day of May, in the years
and amounts, as follows:
~ Amount RaU ~ Amount RaU
1992 $290,000 4.10% 2000 $ 425,000 5.85%
1993 300,000 4.40 2001 450,000 5.95
1994 315,000 4.75 2002 480,000 6.05
1995 330,000 5.00 2003 505,000 6.20
1996 345,000 5.20 2004 540,000 6.30
1997 360,000 5.35 2005 570,000 6.40
1998 380,000 5.50 2006 ' 610,000 '6.45
1999 405,000 5.70 2011 3,695,000 6.50
of which City'S Series 1991 Bonds there is now outstanding
$8,420,000 principal amount thereof; and
WHBREAS, the County has . received a recommendation from The
Robinson-Humphrey Company, Inc., Atlanta, Georgia and Jackson
Securities In~orporated,' Atlanta, Georgia (collectively, the
"Underwriter") and Ward & Associates, Inc., Atlanta, Georgia (the
"Financial Advisor") that it is advisable, feasible and in the best
190016.7
.. 8- .
interest of the Consolidated Government to consolidate the City's
System and the County's System into a single revenue producing
,undertaking and to conform and make less restrictive all legal
provisions pertaining to the respective outstanding water and
sewerage revenue bonds of the City and the County, and in
furtherance thereof, that all of the outstanding Series 1986 Bonds,
Series 1987 Bonds, County's Series 1991 Bonds, Series 1972 Bonds
and City's Series 1991 Bonds (collectively, the "Refunded Bonds")
be refunded at this time, and the Consolidated Government has
determined, after its own independent study and investig~tion, that
it is in its best interest to refund the Refunded. Bonds as
aforesaid; and
WHEREAS, the Underwriter has further recommended, and the
Consolidated Government has concurred, that such refunding of the
Refunded Bonds should be accomplished by making due and legal
provision for: '
(a) (i) the payment of the principal of and interest on the
Series 1986 Bonds maturing April 1, 1997 in the aggregate
principal amount of $240,000, as same mature; and (ii)
the redemption on April 1, 1997 of the Series 1986 Bonds
maturing April 1, 1998 and thereafter, in the aggregate
principal amount of $5,980,000, by paying the principal
amount thereof, the 2 percent redemption premium in
connection therewith and the interest to accrue thereon
until such date of redemption;
(b) (i) the payment of the principal of and interest on the
Series 1987 Compound Interest Bonds maturing April 1,
1997 in the principal amount of $458,113.40, as same
mature; and (ii) the redemption on April 1, 1997 of the
Series 1987 Compound Interest Bonds maturing October 1,
1997 and thereafter, in the aggregate principal amount of
$2,466,478.35, by paying the principal amount thereof,
the 1 percent r~demption premium in connection therewith
and the interest to accrue thereon until such date of
redemption;
(c) (i) the payment of the principal of and interest on the
Series 1991 CUrrent Interest Bonds maturing October 1,
1997 to October 1, 2001, inclusive, in the aggregate
principal amount of $905,000, as same mature; (ii) the
payment of the principal of and interest on the Series
1991 Compound Interest Bonds maturing October 1, 2007 to
October 1, 2011,inclusive, in the aggregate principal
amount of $970,224, as same mature; and (iii) the
redemption on October 1, 2001 of the Series 1991 CUrrent
Interest Bonds maturing October 1, 2002 and thereafter,
in the aggregate principal amount of $5,.780,000, by
paying the principal amount .thereof, the 2 percent
190016.1 -9-
redemption premium in connection therewith and the
,'. interest to accrue thereon until such date of redemption;
(d) (i) the payment of the principal of and interest on the
Series 1972 Bonds maturing May 1, 1997 in the aggregate
principal amount of $550,000, as same mature; and (ii)
the redemption on May 1, 1997 of the Series 1972 Bonds
maturing May 1, 1998, in the aggregate principal amount
of $575,000 by paying the principal amount thereof, the
1~ percent redemption premium in connection therewith and
the interest to accrue thereon until such date of
redemption; ,
(e) (i) the payment of the principal of and interest on the
City's Series 1991 Bonds maturing May 1" 1997 to May 1,
2002, inclusive, in the aggregate principal amount of
$2,500,000, as same mature; and (ii) the redemption on
May 1, 2002 of the City's Seri,es 1991 Bonds maturing
May 1, 2003 and thereafter, in the aggregate principal
amount of $5,920,000, by paying the principal amount
thereof, the 2 percent redemption premium in connection
therewith and the interest to accrue thereon until such
date of redemption; and
(f) the payment of all expenses necessary to accomplish the
foregoing.
WHEREAS, the Consolidated Government has further determined
that it is necessary and essential to add to, extend, improve and
equip the System and has further determined that by the expenditure
on its part of approximately $42,700,000, the System can be added
to, extended, improved and equipped in accordance with, or
substantially in accordance with, the "1996 Revenue Bond Issue
Engineering Report- dated October 18, 1996 and prepared by
Zimmennan, Evans and Leopold, Inc. (the "Engineering Report-) ; ,and
~, due to the federal tax consequences of refunding the
Series 1987 Bonds, the most economic method of refunding the Series
1987 Bonds is through the issuance of taxable water and sewerage
revenue bonds; and
WHEREAS, the Series 1986 Bonds are eligible only for current
refunding, which requires that bonds issued to refund the Series
1986 Bonds must be issued and such Series 1986 Bonds must be
defeased in full within 90 days of an interest payment date; and
WHBREAS, the next succeeding interest payment date on which
the Series 1986 Bonds may be refunded and defeased is April 1,
1997; and
~BAS, in order to expeditiously proceed with the refunding
of the County's Series 1991 Bonds, the Series 1972 Bonds and the
190016.7
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City's Series 1991 Bonds which are eligible for refunding at this
time and to obtain financing for certain costs relating to the
extension, improvement and equipping of the System, all as
described in the BngineeringReport, the Consolidated Government
desires to issue its Water and Sewerage Revenue Refunding and
Improvement Bonds, Series 1996A (the uSeries 1996A Bonds") for such
purposes aseoon as feasible, and in order to expeditiously proceed
with the refunding of the Series 1987 Bonds which are eligible for
refunding at this time, the Consolidated Government desires to
issue its Taxable Water and Sewerage Revenue Refunding Bonds,
Series,1996B (the uSeries 1996B Bonds" and, together with the Series
1996A Bonds, the uSeries 1996 Bonds"), and contemplates that its
Water and Sewerage Revenue Refunding Bonds,. Series 1997 (the
"Series 1997 Bonds") will be issued after January 1, 1997 in order
to refund the Series 1986 Bonds; and
WHEREAS, the Series 1972 Bonds and the City's Series 1991
Bonds are the only presently outstanding water and sewerage revenue
obligations of the City having as security for the payment thereof
and interest thereon a lien on the net revenues of the City's
System; and
WHEREAS, upon provision having bee~ duly and legally made for
the acquisition of all of the Series 1972 Bonds~ and the City's
Series 1991 Bonds now outstanding, the City's 1963 Ordinance, the
1972 Ordinance and 1991 Ordinance (the uPrior Lien Ordinances")
shall be null and void and of no force and effect and the lien
created thereunder on the revenues of the City'S System shall be
fully and completely discharged and provision should be made to
transfer, simultaneously with the issuance and delivery of the
Series 1996 Bonds, all moneys then on hand, after the withdrawal of
the sums to be applied toward the refunding of the Series 1972
Bonds and the City's Series 1991 Bonds, in the special funds
heretofore created and now being maintained under the Prior Lien
Ordinances and designated as UWater Revenue Fund" and UWater and
Sewerage System Renewal and Extension ,Fund" into similar special
funds hereinafter created and designated as uRichmond County Water
and Sewerage System Revenue Fund- -1996" and uRichmond County Water
and Sewerage System Utility General Fund" to be used and applied as
provided in this Resolution; and
WHEREAS, upon provision having been duly and legally made for
the acquisition of all of the County's Series 1991 Bonds and the
Series 1987 Bonds, the County's 1991 Resolution and the 1987
Resolution shall be null and' void and of no force and effect
whatsoever, and the lien created thereunder on the revenues of the
County's System shall be fully and completely discharged; and
WHEREAS, until such time as the Series 1997 Bonds are issued
and the Series 1986 Bonds (collectively, the uPrior Lien Bonds") are
defeased, the 1984 Resolution, and the 1986 Resolution (collectively,
190016.7
-11-
the ~Prior Lien Resolutions"} shall continue to be in full force and
effect; a,nd
WHEREAS, the Series 1996 Bonds will be issued as junior lien
bonds pursuant to this Resolution and will be junior 'and
subordinate in right of payment and as to the lien on the net
revenues of the County's System to the Prior Lien Bonds; and
WHEREAS, upon the issuance of the Series 1997 Bonds and
'provision having been duly and legally made for the acquisition of
all of the Prior Lien Bonds, the Prior Lien Resolutions shall be
null and void and of' no force and effect and the lien created
thereunder on the revenues of the County's System shall be fully
and completely discharged and provision should be made to transfer,
simultaneously with the issuance of the Series 1997 Bonds, all
moneys then on hand, after the withdrawal of the sums to be applied
toward the refunding. of the Prior Lien Bonds, in the special funds
heretofore created and now being maintained under the Prior Lien
Resolutions and designated as ~Richmond County Water and Sewerage
System Revenue Fund" and "Richmond County Wate,r and Sewerage System
Renewal and Extension Fund" into similar funds hereinafter created
and designated "Richmond County Water and Sewerage System Revenue
Fund--1996" and ~Richmond County Water and Sewerage System Utility
General Fund;" and .
WHEREAS, upon the refunding of the Prior Lien Bonds, the
Series 1996 Bonds and the Series 1997 Bonds shall be the only
outstanding water and sewerage revenue bonds having a lien on the
Pledged Revenues (hereafter defined), the Series 1996 Bonds shall
no longer be junior lien obligations of the County's System and the
Series 1996 Bonds and Series 1997 Bonds (collectively, the "Series
1996/1997 Bonds") shall have a first or prior lien on the Pledged
Revenues; and '
WHEREAS, pursuant to the Prior Lien Ordinances, there was
created and is now being maintained a special fund designated as
"The City Council of Augusta Water and Sewerage System Sinking Fund"
(the ~City's Sinking Fund") securing the payment of the Series 1972
Bonds and the City'S Series 1991 Bonds and such moneys as shall be
necessary and proper shall be withdrawn therefrom,' simultaneously
with the issuance and delivery of the Series 1996A, Bonds
hereinafter authorized to be issued, and applied toward the
refunding, of the Series 1972 Bonds and the City's Series 1991
Bonds; and
~BAS, pursuant to the 1984 Resolution, the 1986 Resolution,
the 1987 Resolution and the 1991 Resolution, there was created and
is now being maintained a special fund designated as "Richmond
County Water and Sewerage System Sinking Fund", (the "County's
Sinking Fund") securing the payment of the Series 1986 Bonds, the
Series 1987 Bonds and County's Series 1991 Bonds and only such
moneys that are allocable to the County's Series 1991 Bonds and the
190016.7
-12-
series 1987 Bonds and as ,shall be necessary and proper shall be
withdrawn therefrom, simultaneously with the issuance and delivery
of the Series 1996 Bonds, and applied toward the refunding of the
County's Series 1991 Bonds and the Series 1987 Bonds, respectively:
and
WHEREAS, the County, in connection with the issuance of its
Water and Sewerage Revenue Bonds, Series 1978 (which were
subsequently refunded by the Series 1987 Bonds), purchased a
$3,615,000 aggregate principal amount of 70/8 percent Treasury Bonds
(the "Sinking Fund Investments") on the dates, in the amounts and
at the price provided for in the sinking Fund Investment Agreement,
dated February 2, 1978, between the County and The Fulton National
Bank of Atlanta (the "Sinking Fund Agreement") and such Sinking Fund
Investments are on deposit in the "Richmond County Sinking Fund
Investment Account" held within the County's sinking Fund and have
been fully paid for by the County: and
WHEREAS, the Consolidated Government, as successor to the
County, desires to sell the Sinking Fund Investments and deposit
the proceeds thereof with the 1996 Escrow Agent (as hereafter
defined) to be applied toward the payment by redemption or
otherwise of the Series 1987 Bonds: and
WHEREAS, from the proceeds derived from the sale of the Series
1996 Bonds and certain moneys contributed the Consolidated
Government, a sufficient sum will be deposited, simultaneously with
the issuance and delivery'of the Series 1996 Bonds~ with Bank of
'New York, Jacksonville, Florida (the "1996 Escrow Agent"), and will
be used to pay the cost of acquiring certain direct obligations of
the United States of America (the "Direct Obligations") and to
provide an initial cash balance, which Direct obligations and cash
will be deposited in trust with the 1996 Escrow Agent under an
Escrow Deposit Agreement to be entered into by and between the 1996
Escrow Agent and the Consolidated Government (the "1996 Escrow
Deposit Agreement") , and the cash and principal of and interest on
said Direct Obligations will provide funds in the amounts required
to provide for the payment by redemption or otherwise of all of the
county's Series 1991 Bonds, the Series 1972 Bonds, the City's
Series 1991 Bonds ~nd the Series 1987 Botids (collectively, the
"Refunded Prior Lien Bonds") as aforesaid and will be used for that
purpose, all as hereinafter provided: and
WHEREAS, from the proceeds derived from the sale of the Series
1997 Bonds and certain moneys contributed by the Consolidated
Government, a sufficient sum will be deposited, simultaneously with
the issuance and delivery of the Series 1997 Bonds, with Bank,of
New York, Jacksonville, Georgia (the 1997 Escrow Agent"), and will
be used to pay the cost of acquiring Direct Obligations and to
provide an initial cash balance, which Direct Obligations and cash
will be deposited in trust with the 1997 Escrow Agent under an
Escrow Deposit Agreement to be entered into by and between the 1997
190016.7
-13-
Escrow Agent and the Consolidated Government (the "1997 Escrow
Deposit Agreement"), and the cash and principal of and interest on
said Direct Obligations will provide funds in the amounts required
to provide for the payment by redemption or otherwise of all of the
Prior Lien Bonds as aforesaid and will be used for that purpose,
all as hereinafter provided: and
WHEREAS, it was determined by the Commission that the issuance
by the Consolidated Government of its series 1996A Bonds was the
most feasible method of raising the funds required to finance the
cost of improvements to the System now contemplated as well as in
the future: and
WHEREAS, upon the recommendation, of the Underwriter, with
which recommendation the Consolidated Government concurs, it has
been determined that the Consolidated Government should make due
and legal provision to fund a reasonably required debt service
reserve for the Series 1996/1997 Bonds and the Consolidated
Government anticipates funding the Reserve Account with a Reserve
Account Surety Bond or Reserve Account Surety Bonds (as hereafter
defined): and '
WHEREAS, the Consolidated Government has applied to Credit
Issuers (as hereafter defined)' for the issuance of a Credit
Facility to insure the payment of the principal of and interest on
all or a part of the Series 1996/1997 Bonds: and
WHEREAS, it is contemplated that the Series 1996/1997 Bonds
will be sold in the near future and in finalizing the terms of the
Series 1996/1997 Bonds and to accept the offer of the Underwriter
to purchase the Series 1996/1997 Bonds, the Consolidated Government
will adopt a resolution supplementing this resolution and said
supplemental ~esolution will set forth, among other things, the
aggregate principal amount of the Series 1996 Bonds and Series 1997
Bonds, respectively, to be issued, the interest rate or rates that
the Series 1996/1997 Bonds hereinafter authorized to be issued will
bear, the principal amount to mature in each year and the
maturities of the Series 1996/1997 Bonds which will be designated
as term bonds and subject to mandatory redemption and the terms of
any Credit Facility and Reserve Account Surety Bonds (as so
described, the "Supplemental Resolution"): and
WHEREAS, prior to the actual issuance and delivery of the
Series 1996/1997 Bonds, the Consolidated Government will enter into
a contract with SunTrust Bank, Atlanta, Atlanta, Georgia (the
"Paying Agent"), pursuant to which the Paying Agent will agree to
act as Paying Agent and as Bond Registrar for the Series 1996/1997
Bonds and to perform various functions with respect to the Series
1996/1997 Bonds, including, but not limited to, the au"thentication
of the Series 1996/1997 Bonds by the manual signature of a duly
authorized officer of, the Paying Agent, as Bond Registrar, the
registration, transfer, exchange and related mechanical and
190016.7
-14-
clerical functions, .as well as the preparation, signing and
issuance of checks and drafts in payment of the principal of and
interest on the Series 1996/1997 Bonds as same become due and
payable; and
WHEREAS, it is anticipated that additional demands will be
made from, time to time for additions, extensions and improvements
to the System and in order to meet this situation, provision should
be made for the issuance of additional revenue bonds for such
purpose, said bonds to stand on a parity with and be of equal
dignity as to, lien on the Pledged Revenues securing the payment of
the Series 1996/1997 Bonds. '
NOW, THEREFORE, BE IT RESOLVED by the Augusta-Richmond County
Commission of Richmond County and it is hereby resolved by
authority of same, that the Series 1986 Bonds maturing April 1,
1997, outstanding in the aggregate principal amount of $240,000, be
refunded by payment in full as to principal and interest on such
maturity date and that the Series 1986 Bonds maturing April 1, 1998
and thereafter, outstanding in the aggregate principal amount of
$5,980,000, be and the same are irrevocably called for redemption
on April 1, 1997 and the owners of said series 1986 Bonds should
present same for payment on April 1, 1997, and receive the
principal amount thereof and the 2 percent redemption premium and
accrued interest due thereon to April 1, 1997.
BE IT FURTHER RESOLVED by the authority aforesaid and it is
hereby resolved by authority of same, that not less than 10 days
nor more'than 30 days prior to April 1, 1997, a notice of the call
for redemption of the Series 1986 Bonds being called for redemption
on April 1, 1997 signed by an officer of The Bank of New York, New
York, New York (successor to NationsBank of Georgia, National
Association), as Bond Registrar for the Series 1986 Bonds, on
behalf of the Consolidated Government, shall be mailed postage
prepaid to all registered owners of the Series 1986 Bondi being
called for redemption, at the addresses which appear on the bond
registration book for such Series 1986 Bonds, which notice shall be
in substantially the following form:
190016.7
-15~
NOTICB OP CALL POR RBDEMPTIOH
RICBXOND COtJNTY
WATBR AND SBWBRAGB RBVENOB BONDS
SERIES 1986
DATED DECEMBER 1, 1986
NOTICE is hereby given to the owners of the following
described Richmond County Water and Sewerage Revenue Bonds, that
said bonds maturing in the years 1998 through 2007 have been called
for redemption on April 1, 1997, said bonds being in the aggregate
principal amount of $5,980,000 known as "Richmond County Water and
Sewerage Revenue Bonds, Series 1986," bearing interest from date at
the rate per annum set forth below opposite each principal
maturity, all interest payable semiannually on the 1st days of
April and October in each year and the principal maturing on the
1st day of April, in the years and amounts, as follows:
CUSIP CUSIP
~ Amount ~ No. ~ Amount ~ NC.
1998 $260,000 6.25% 2003 $ 960,000 6.70 %
1999 275,000 6.35 2004 1,025,000 6.75
2000 320,000 6.45 2005 1,100,000 6.80
2001 340,000 6.55 2006 1,180,000 6.875
2002 395,000 6.65 2007 125,000 6.875
Funds for the redemption and payment of said bonds, the
interest then due thereon to' April 1, 1997 and the required
redemption premium (2 percent) will be available at the principal
corporate trust office of The Bank of New York, New York, New York,
on April 1, 1997 and said above-described bonds should be presented
to said bank for redemption and payment on said date. Interest on
the above-described bonds designated for redemption shall cease to
accrue on and after the April 1, 1997 redemption date.
For further information, concerning the redemption of the'
above-described bonds, please contact Bond Redemption Unit, of The
Bank of New York, 101 Barclay Street, New Yo~k, New York 10286,
telephone (800) 254-2826. '
This' notice is given under and pursuant to a resolution of
Augusta-Richmond County Commission of Richmond County adopted on
the ____ day of October, 1996.
TBB BANX OP NBW YOU,
as Bond Registrar
s/
190016.7
-16-
BE IT FURTHER RESOLVED by the authority aforesaid and it is
hereby resolved by "authority of same, that the Series 1987 Compound
Interest Bonds maturing April 1, 1997, outstanding in the aggregate
principal amount of $458,113.40, be refunded in full as to
principal and interest by payment on the maturity date and that the
Series 1987 Compound Interest Bonds maturing October 1, 1997 and
thereafter, outstanding in the. aggregate principal amount of
$2,446,478.35, be and the same are irrevocably called for
redemption on April 1, 1997 and the owners of said Series 1987
Compound Interest Bonds should present same for payment on April 1,
1997, and receive the principal amount thereof and the 1 percent
re~emption premium and accrued interest due thereon to April 1,
1997.
BS IT FURTHER RESOLVED by the authority aforesaid and it is
hereby resolved by authority of same, that not less than 30 days
prior to April 1, 1997, a notice of the call for redemption of the
Series 1987 Compound,Interest Bonds being called for redemption on
April 1, 1997 signed by an officer of SunTrust Bank, Atlanta,
Atlanta, Georgia (successor to Trust Company Batik of Augusta,
N.A~), Bond Registrar for the Series 1987 Compound Interest Bonds,
on behalf of the Consolidated Government, shall be mailed postage
prepaid to all registered owners of the Series 1987 Compound
Interest Bonds being called for redemption, at the addresses which
appear on the bond registration book for such Series 1987 Compound
Interest Bonds, which notice shall be in substantially the
following form:
190016.7
-17-
NOTICE OP CALL POR RBDEMPTIOK
RICBKOND COUNTY
WATER AND SEWERAGE RBVENtJB REPUNDING BONDS
SERIES 1987
DATED APRIL 2, 1987
Compound Interest Bonds
, NOTICE is hereby given to the owners of the following
described Richmond County Water and Sewerage Revenue Refunding
Bonds, that said bonds maturing October 1, 1997 to October 1, 2004,
inclusive, and April 1, 2007 have been called for redemption on
April 1, 1997, said bonds being known as MRichmond County Water and
Sewerage Revenue Refunding Bonds, Series 1987. and in the aggregate
principal amount and originally issued in the principal amount per
$5,000 maturity amount as set forth below. The Series 1987 Bonds
hereby called ,for redemption are Compound Interest Bonds bearing
interest determined by reference to the Schedule of Compounded
Amounts printed thereon and payable only at maturity or upon prior
redemption.
l2sll
Principal Amount Per
55.000 Maturitv Amount
Compounded Amount Per
55.000 Maturitv Amount,
October 1, 1997
April l, 1998
October 1, 1998
April 1, 1999
October 1, 1999
April 1, 2000
October 1, 2000
April 1, 2001
October 1; 2001
April 1, 2002
October 1" 2002
April 1, 2003
October 1, 2003
April 1, 2004
October 1, 2004
April 1, 2007
$2,580.90
2,475.35
2,396.45
2,294.20
2,220.95
2,123.10
2,054.30
1,974.30
1,909.85
1,820.85
1,760.55
1,663.25
1,607..00
1,527.35
1,475.00
1,203.55
$4,844.96
4,690.18
4,542.55
4,391.05
4,250.78
4,103.05
3,970.06
3,833.94
3,708.77
3,570.38
3,452.15
3,308.92
3,197.02
3,068.09
2,962.91
2,452.90
Aggregate
Princical Amount
$100,655.10
435,485.60
83,875.75
412,956.00
64,407.55
384,281.10
45,194.60
371,168.40
24,828.05
347,782.35
12,323.85
11,642.75
11,249.00
10,691.45
10,325.00
139,611. 80
Funds for the redemption and payment of said bonds will be
available at SunTrust Bank, Atlanta, Atlanta, Georgia on April 1,
1997 and said above-described bonds should be presented to said
bank for redemption and payment on said date. The redemption price
payable on April 1, 1997 shall be. the Compounded Amount per $5,000
ma.turity amount set forth in the above table on such date plus a
redemption premium of 1 percent of such Compounded Amount.
For further information concerning the redemption of the
above-described bonds, please contact Corporate Trust of SunTrust
Bank, Atlanta, Corporate Trust Department, Room 400. Anb.ex, 58
190016.7
-18-
Edgewood Avenue, Atlanta, Georgia 30303-2921, telephone (800)711-
1614.
This notice is given under and pursuant to a resolution of
Augusta-Richmond County Commission of Richmond County adopted on
the ____ day of October, 1996.
190016.7
SUNTR.OST BANK, ATLANTA,
as Bond Registrar
sf
-19-
BE IT FtJR.TBBR. RESOLVED by the authority aforesaid and it is
hereby resolved by authority of, same, that the County's Series 1991
Current Interest Bonds maturing October 1, 1997 to October 1, 2001,
inclusive, outstanding in the aggregate principal amount of
$905,000, be' refunded in full as to principal and interest by
payment on such maturity dates, that the County's Series 1991
Compound Interest Bonds maturing October 1, 2007 to October 1,
2011, inclusive, outstanding in the aggregate principal amount of
$970,224, be refunded by payment on such maturity dates and that
the County's Series 1991 Current Interest Bonds maturing October 1,
2002 and thereafter, outstanding in the aggregate principal amount
of $5,780,000, be and the same are irrevocably called for
redemption on October 1, 200i and the owners of said County's
Series 1991 Current Interest Bonds should present same for payment
on October 1, 2001 and receive the principal amount thereof and the
2 percent redemption premium and accrued interest due thereon to
October 1, 2001.
BE IT FtJR.TBBR RESOLVED by the authority aforesaid and it is
hereby resolved by authority of same, that not less than 30 days
prior to October 1, 2001, a notice of the call for redemption of
the County's Series 1991 CUrrent Interest Bonds being called for
redemption on October 1, 2001 signed by an officer of The Bank of
New York, New York, New York (successor to NationsBank of Georgia,
National ASsociation), as Bond Registrar for the County's Series
1991 CUrrent Interest Bonds, on behalf of the Consolidated
Government, shall be mailed postage prepaid to all registered
owners of the County's Series 1991 Current Interest Bonds being
called for redemption~ at the addresses which appear on the bond
registration book for such County's Series 1991 CUrrent Interest
Bonds, which notice shall be in substantially the following form.:
. 190016.7
-20-
NOTlCB or CALL rOR RBDEMPTlOH
RlCBKOND COUNTY
,WATBR AND SEWBRAGB R.BVEHt1B BONDS
SERIES 1991
DATED DECEMBER 1, 1991
CUrrent Interest .Bonds
NO'l'ICE is hereby given to the owners of the following
described Richmond County Water and Sewerage Revenue Bonds, that
said bonds maturing in the years-2002 through 2006, inclusive, 2016
and 2021 have been called for redemption on October 1, 2001, said
bonds being in the aggregate principal amount of $5,780,000 known
as "Richmond County Water and Sewerage Revenue Bonds, Series 1991,"
bearing interest from date at the rate per annum set forth below
opposite each principal maturity, all interest payable semiannually
on the 1st days of April and October in each year and the principal
maturing on the 1st day of October, in the years and amounts, as
follows: '
CUSIP CUSIP
xe.a..t: Amount Rate No. xe.a..t: Amount Rate No.
200'2 $215,000 6.00% 2006 $ 215,000 6.50%
2003 190,000 6.15 2016 2,005,000 6.50
2004 200,000 6.30 2021 2,745,000 6.50
2005 210,000 6.40
Funds for the redemption and payment of said bonds, the,
interest then due thereon to October 1, 2001 and the required
redemption premium (2 percent) will be available at the principal
corporate trust office of The Bank of New York, New York, New York,
on October 1, 2001 and said above-described bonds should be
presented to said bank for redemption and paYment on said date.
Interest on the above-described bonds designated for redemption
shall cease to accrue on and after the October 1, 2001 redemption
date.
For further information concerning the redemption of the
above-described bonds, please contact Bond Redemption Unit of The
Bank of New York, 101 Barclay Street, New York, New York 10286,
telephone (800) 254-2826.
190016.7
-21-
This notice is given under and pursuant to a resolution of the
Augusta-Richmond County Commission of Richmond County adopted on
the ____ day of October, 1996.
THE BANK OP NEW YORK,
as Bond Registrar
190016.7
s/
-22-
BB IT rURTHBR RESOLVID by the authority aforesaid and it is
hereby resolved by authority of same, that the Series 1972 Bonds
maturinq May 1, 1997, outstanding in the aggregate principal amount
of $550,000, be refunded by payment in full as to principal and
interest on such maturity date and that the Series 1972 Bonds
maturing May 1, 1998, outstandinq in the aggregate principal amount
of $575,000, be and the same are irrevocably called for redemption
on May 1, 1997 and the oWners of said Series 1972 Bonds should
present same for payment, on May 1, 1997, and receive the prinoipal
amount thereof and the.i.~ percent redemption premium and accrued
interest due thereon to May 1, 199j.
BE !T FURTHER RmSOLVID by the authority aforesaid and .it is
hereby resolved by authority of same, that not less than 30 days
prior to May 1, 1997, a notioeof the call for redemption of the
Series 1972 Bonds being called, for redemption on May 1, 1997 signed
by the Mayor and attested by the Clerk of the Consolidated
Government, shall be published in a financial publication of
general circul~tion in the City of New York, New York and shall
be filed at the place at which the principal of and the interest
on the Series 1972 Bonds shall be payable and shall be ,mailed
postage prepaid to all registered owners of the Series 1972 Bonds
being cal+ed for redemption, at the addresses which appear on the
bond registration book for such Series 1972 Bonds, which notice
shall be in substantially the following form:
I
-23-
NOTICE OF CALL FOR REDEMPTION
THB CITY COUNCIL or AUGUSTA
WATER AND BEWlRAGI UVIlNtJI BONDS
SBRIIlS 1972
DATED HAY 1, 1972
NOTICI is hereby given to the owners of .the following
described The city council of Augusta Water and Sewerage Revenue
Bonds that said bonds maturing May 1, 1998 have been called for
redemption on May 1, 1997, said bonds being in. the aggregate
principal amount of $575,000 known as liThe City Courtcil of Auqusta
Water and Sewerage Revenue Bonds, Series 1972," bearing interest
from date at the rate per annum set forth below, all interest
payable semiannually on the 1st days of May and November in each
year and the principal maturing on the 1st day of May" in the .year
and amount, as follows:
1998
Amount
$575,000
~
CUSIP
No.
I.e..aJ:
4.50%
Fund.s for the redemption and payment of said bonds, the
interest then due thereon to May 1, 1997 and the required
redemption premium (1~ peroent) will be available at the principal
corporate trust office of The Bank of New York, New York, New York,
on May 1, 1997 and said above-described bonds should be presented
to said bank for redemption and payment on said date. Interest on
the above-described bonds designated for redemption shall cease to
accrue on and after the May 1; 1997 redemption date.
The Bonds maturing in 1998 are bond numbers 2,685 to 2,800,
inolusive.
For further information concerning the redemption of the
above-described bonds, please contact Bond Redemption Unit of The
Bank of New York, 101 Barclay street, New York, New York 10286,
telephone (800) 254~2826.
This notice is given under and pursuant to a resolution of
Auqusta-Richmond County Commission of Riohmond County adopted on
the ____ day of October, 1996. .
RICHMOND COUNTY
Attest:
s/
Mayor
s/
Clerk
-24-
BB IT FURTHER RESOLVED, by the authority aforesaid and it is
hereby resolved by authority of same, that the, City'S Series 1991
Bonds maturing May 1, 1997 to May 1, 2002, inclusive, outstanding
in the aggregate principal amount of $2,500,000, be refunded by
payment in full as to principal and interest on such maturity dates
and that the City'S Series 1991 Bonds maturing May 1, 2003 and
thereafter, outstanding in the aggregate principal amount of
$5,920,000, be and the same are irrevocably called for redemption
on May 1, 2002 and the owners of said City'S Series 1991 Bonds
should present same for payment on May 1, 2002, and receive the
principal amount thereof and the 2 percent redemption premium and
accrued interest due thereon to May 1, 2002.
BB IT FURTHER RESOLVED by the authority aforesaid and it is
~ereby resolved by authority of same, that not less than 30 days
nor more than 60 days prior to May 1, 2002, a notice of the call
for redemption of the City'S Series 1991 Bonds being called for
redemption on May 1, 2002 signed by an officer of First Union
National Bank of Georgia, Charlotte, North Carolina, as Bond
Registrar for the City'S Series 1991 Bonds, on behalf of the
Consolidated Government, shall be mailed postage prepaid to all
registered owners of the City'S Series 1991 Bonds being called for
redemption, at the addresses which appear on the bond registration
book for such City'S Series 1991 Bonds, which notice shall be in
substantially the following form:
H0016.7
-25-
NOTICB OF CALL POR RBDBMPTleR
THB CITY COUNCIL OF AUGUSTA
WATER AND SBWBRAGB RBVEmJB BONDS
SBRIBS 1991
DATBDDBCBMBBR 1, 1991
NOTICB is hereby given to the owners of the following
described The City Council of 'Augusta Water and Sewerage Revenue
Bonds, that said bonds maturing in the years 2003 through 2006,
inclusive, and 2011 have been called for redemption on May 1, 2002,
said bonds being in the aggregate principal amount of $5,920,000
known as "The City Council of Augusta Water and Sewerage Revenue
Bonds, Series 1991," bearing interest from date at the rate per
annum set forth below opposite each principal maturity, all
interest payable semiannually on the 1st days of May and November
in each year and the principal maturing on the 1st day of May, in
the years and amounts, as follows: .
J'
CUSIP CUSIP
~ Amount R.a.t.e No. ~. Amount Rat.a No.
2-003 $505,000 6.20t 2006 $ 610,000 6.45t
2004 540,000 6.30 2011 3,695,000 6.50
2005 570,000 6.40
Funds for the redemption and payment of said bonds, the
interest then due thereon to May 1, 2002 and the required
redemption premium (2 percent) will be available at the principal
corporate trust office of First Union National Bank of Georgia, 999
Peachtree Street, Atlanta, Georgia 30309, on May 1, 2002 and said
above-described bonds shOuld be presented to said bank for
redemption and payment on said date. Interest on the, above-
described bonds designated for redemption shall cease to accrue on
and after the May 1, 2002 redemption date.
For further information concerning the redemption of the
above-described bonds, please contact Emily Katt, Assistant Vice
President of First Union National Bank of Georgia, 999 Peachtree
Street, Atlanta, Georgia 30309, telephone (404) 827-7347.
This notice is given under and pursuant to a resolution of
Augusta-Richmond County Commission of Richmond County adopted on
the _ day of October, 1996.
PIRST UNleR NATIONAL
BANK OF GBORGIA,
as Bond Registrar
sf
190016.7
-26-
BS IT FURTHER RESOLVED by the authority aforesaid and it is
hereby resolved by authority pf same, that the Consolidated
Government sell the Sinking Fund Investments and deposit the
proceeds thereof with the 1996 Escrow Agent to be used and applied
toward the acquisition by redemption or otherwise of the Series
1987 Bonds.
BS IT FURTHER RESOLVED by the authority aforesaid and it is
hereby resolved by authority of same, that the Consolidated
Government enter into the 1996 Escrow Deposit Agreement with the
1996 Escrow Agent, on the date of the issuance and delivery of the
Series 1996 Bonds, and the 1996 Escrow Deposit Agreement be and the
same is hereby approved and the Mayor be and is hereby authorized
and directed to execute-the 1996 Escrow Deposit Agreement for and
on behalf of the Consolidated Government and the Clerk be and is
hereby authorized and directed to attest same and, affix the
official seal of the Consolidated Government thereto and the 1996
Escrow Deposit Agreement shall be in substantially the form which
is on file and of record in the Minute Book of the Consolidated
Government and by this reference incorporated herein and made a
part hereof, subject to such changes, insertions and omissions as
may be required to effect the refunding of the Refunded Prior Lien
Bonds as aforesaid and as same may be approved by the Mayor and the
execution of the 1996 Escrow Deposit Agreement by the Mayor and
Clerk as herein authorized shall be conclusive evidence of any such
approval.
BS IT FURTHER RESOLVED by the authority aforesaid and it is
hereby resolved by authority of same, that simultaneously with the
issuance and delivery of the Series 1996 Bonds, an amount as shall
be necessary derived from the sale of the Series 1996 Bonds,
together with other moneys of the Consolidated Government, shall be
deposited with the 1996 Escrow Agent under the 1996 Escrow Deposit
Agreement, and immediately used to pay the cost of acquiring
certain Direct Obligations which shall be deposited in trust with
the 1996 Escrow Agent under the 1996 Escrow Deposit Agreement. The
Direct Obligations so deposited with the 1996 Escrow Agent and the
income derived from the Direct Obligations shall be subject to a
lien and charge in favor of the owners of the Refunded Prior Lien
Bonds and shall be held for the security of such owners until
disbursed as hereinafter and in the.1996 Escrow Deposit Agreement
provided.
BS IT FURTHER RESOLVED by the authority aforesaid and it is
hereby resolved by authority of same, that the Consolidated
Government enter into the 1997 Escrow Deposit Agreement with the
1997 Escrow Agent, on the date of the issuance and delivery of the
Series 1997 Bonds, and the 1997 Escrow Deposit Agreement ~e and the
same is hereby approved and the Mayor be and is hereby authorized
and directed to execute the 1997 Escrow Deposit Agreement for and
on behalf of the Consolidated Government and the Clerk be and is
hereby authorized and directed to attest same and affix the
190016.7
-27-
official seal of the Consolidated Government thereto and that the
1997 Escrow Deposit Agreement shall be in substantially the form
which is on file and of record in the Minute Book of the
Consolidated Government and by this reference incorporated herein
and made a part hereof, subject to such changes, insertions and
omissions as may be required to effect the refunding of the Prior
Lien Bonds as aforesaid and as same may be approved by the Mayor
and the execution of the 1997 Escrow Deposit Agreement by the Mayor
and Clerk as herein authorized shall be conclusive evidence of any
such approval.
BB IT FURTHER RESOLVED by the authority aforesaid and it is
hereby resolved by authority of same, that simultaneously with the
issuance and delivery of the Series 1997 Bonds, an amount as shall
be necessary derived from the sale of the- Series 1997 Bonds,
together with other moneys of the Consolidated Government shall be
deposited with the 1997 Escrow Agent under the 1997 Escrow Deposit
Agreement, and immediately used to pay the cost of acquiring
certain Direct Obligations which shall be deposited in trust with
the 1997 Escrow Agent under the 1997 Escrow Deposit Agreement. The
Direct Obligations so deposited with the 1997 Escrow Agent and the
income derived from the Direct Obligations shall be subject to a
lien and charge in favor of the owners of the Prior Lien Bonds and
shall be held for the security of such owners until disbursed as
hereinafter and in the 1997 Escrow Deposit Agreement provided.
BB IT FURTHER RESOLVED by the authority aforesaid and it is
hereby resolved by authority of same, that the principal of and
income derived from the Direct Obligations so deposited in trust
with the 1996 Escrow Agent and the 1997 Escrow Agent under the 1996
Escrow' Deposit Agreement and the 1997 Escrow Deposit Agreement,
respectively, as received, together with said initial cash balance,
have been calculated as being sufficient and shall be used to
refund all of the Refunded Bonds by making the following payments,
on ,the dates and 'in the amounts, as follows: .
Series 1986 Bonds
~ Principal
Premium Interest
Total
April 1, 1997 $6,220,000
$119,600 $207,838.13
$6,547,438.13
Series 1987 Co~ound Interest Bonds
~
Principal
Premium
Compounded
Interest
Total
April, 1, 1997 $2,924,591.75 $47,644.40 $2,699,847.90 $5,672,084.05
190016.7 -28~
County's Series 1991 Current Interest Bonds
l;2at& Principal Premium. Interest Total
April 1, 1997 $ -0- $ -0- $212,271. 25 $212,271. 25
October 1, 1997 , 155,000 -0- 212,271.25 367,271.25
April 1, 1998, -0- -0- 208,202.50 208,202.50
October 1, 1998 160,000 -0- 208,202.50 368,202.50
April 1, 1999 -0- -0- 203,802.50 203,802.50
October 1, 1999 180,000 -0- 203,802.50 383,802.50
April 1, 2000 -0- -0- 198,672.50 198,672.50
October 1, 2000 195,000 -0- 198,672.50 393,672.50
April 1, 2001 -0- -0- 193,017.50 193,017.50
October 1, 2001 5,995,000 115,600 193,017.50 6,303,617.50
Coun~'s Series 1991 Co=pound Interest Bonds
Compounded
Dat.e Principal Premium. Interest Total
October 1, 2007 $565,662.50 $-0- $1,059,337.50 $1,625,000.00
October 1, 2008 113,036.00 -0- 236,964.00 350,000.00
October 1, 2009 104,769.00 -0- 245,231.00 350,000.00
October 1, 2010 97,013.00 -0- 252,987.00 350,000.00
October 1, 2011 89,743.50 -0- 260,256.50 350,000.00
Series 1972 Bonds
~ principal Premium.
Interest
Total
May 1, 1997 $1,125,000 $8,625
$25,312.50
$1,158,937.50
Ci~'s Series 1991,Bonds
~ Principal. Premium. Interest Total
May 1, 1997 $ 360,000 $ -0- $262,626.25 $ 622,626.25
November 1, 1997 -0- -0- 252,996.25 252,996.25
May 1, 1998 380,000. -0- 252,996.25 632,996.25
November 1, 1998 -0- -0- 242,546.25 242,546.25
May 1, 1999 405,000 -0- 242,546.25 647,546.25
November 1, 1999 -0- -0- 231,003.75 231,003.75
May 1, 2000 425,000 -0- ,231 , 003 . 75 656,003.75
November 1, 2000 -0- -0- 218,572.50 218,572.50
May 1, 2001 450,000 -0- 218,572.50 668,572.50
November 1, 2001 -0- -0- 205,185.00 205,185.00
May 1, 2002 6,400,000 118,400 205,185.00 6,723,585.00
190016.7
-29~
BB IT POaTBBR RESOLVBD by the authority aforesaid and it is
hereby resolved by authority of same, that simultaneously with the
issuance and delivery of the Series 1996 Bonds, all moneys
remaining on deposit in the City'S Sinking Fund (if any) and all
moneys allocable to the County's Series 1991 Bonds and the Series
1987 Bonds remaining on deposit in the County's Sinking Fund (if
any) shall be withdrawn therefrom and deposited in the 1996 Escrow
Fund held by the 1996 Escrow Agent and applied toward the refunding
of the Refunded Prior Lien Bonds. .
BB IT POaTBBR RESOLVBD by the authority aforesaid and it is
hereby resolved by authority of same, that simultaneously with the
issuanGe and delivery of the Series 1997 Bonds, all moneys
remaining on deposit in the County's Sinking Fund (if any) shall be
withdrawn therefrom and deposited in the aggregate into the 1997
Escrow Fund held by the 1997 Escrow Agent and applied toward the
refunding of ,the Prior Lien Bonds.
BB IT POaTBER RESOLVBD by the authority aforesaid and it is
hereby resolved by authority of same, that simultaneously with the
issuance and delivery of the Series 1996A Bonds, all moneys then on
hand in the special funds now being maintained under the 1~72
Ordinance and 1991 Ordinance and designated as "Water and Sewerage
Revenue Fund" and "Water and Sewerage Renewal and Extension Fund"
shall be withdrawn and deposited into similar special funds
hereinafter created and designated as "Richmond County Water and
Sewerage System Revenue Fund- -1996" and "Richmond County Water and
Sewerage System Utility General Fund" to be used and applied as
hereinafter provided in Article V hereof.
BB IT POaTBER RESOLVBD by the authority aforesaid and it is
hereby resolved by authority o~sam~, that simUltaneously wi~h the
issuance and delivery of the Series 1997 Bonds, all moneys then on
hand in the special funds now being maintained under, the 1986
Resolution, 1987 Resolution and 1991 Resolution and designated as
"Richmond County Water and Sewerage System Revenue Fund" and
"Richmond County Water and Sewerage System Renewal and Extension
Fund" shall be withdrawn and deposited into similar special funds
hereinafter created and designated as "Richmond CountY,Water and
Sewerage System Revenue Fund-1996" and "Richmond Cowity Water and
Sewerage System Utility General Fund-1996" to be used and applied
as hereinafter provided in Article V hereof.
BB IT POaTBBR RESOLVBD by the authority aforesaid and it is
hereby resolved by the authority of same, that the Prior Lien
Resolutions be, and the same are hereby, amended to provide that
the payments into the "Water and Sewerage System Renewal . and
Extension Fund" ,created and maintained pursuant to the Prior Lien
Resolutions be suspended until the payments required to be made
into the "Richmond County Water and Sewerage System Sinking Fund
No.2" hereafter created have been made.
190016.7
-30-
BE IT FURTHER RESOLVED by the authority aforesaid and it is
hereby resolved by the authority of same, that the Prior Lien
Resolutions be, and the same hereby are, amended to provide that no
additional bonds or obligations may be issued and secured
thereunder.
BE IT FURTHER RESOLVED by the authority aforesaid and it is
hereby resolved by authority of same, that the City's System and
the County's System be consolidated into a single revenue producing
undertaking of the Consolidated Government, provided, however, that
the revenues and expenditures of the City's System and the County's
System shall be separately accounted for until the issuance of the
Series 1997 Bonds and the acquisition by redemption, payment or
otherwise of the Prior Lien Bonds.
BE IT FURTHER RESOLVED by the authority aforesaid and it is
hereby resolved by authority of same, as follows:
190016.7
, -31-
ARTICLB I
DEFINITIONS
, In addition to the terms hereinabove defined, whenever the
following terms are used in this Resolution, the same, unless the
context shall clearly indicate another or different meaning or
intent, 'shall be construed or used and are intended to have the
meanings as follows:
-Act- shall mean the Richmond County--Consolidation with the
City of Augusta and City of Hephzibah Act, Georgia Laws 1995 p.
3648, et seq., as amended.'
-Additional Bonds- shall mean any revenue bonds of the
Consolidated Government ranking on a parity with the Series
1996/1997 Bonds which may hereafter be issued pursuant to Article
V, Section 8 hereof.
-Additional Interest- means, for any period during which any
Bank Bonds are owned by a Credit Issuer pursuant to a Credit
Facility or Credit Facility Agreement, the amount of interest
accrued on such Bank Bonds at the Bank Bond Rate less the amount of
interest which would have accrued during such period on an equal
principal amount of Bonds at the Bonds Rate.
-Bank Bond- means any Bond purchased and held by a Credit
Issuer pursuant to a Credit Facility Agreement. A Bond shall be
deemed a Bank Bond only for the actual period during which such
Bond is owned by a Credit Issuer pursuant to a Credit Facility.
-Bank Bond Rate- means the rate of interest payable on Bank
Bonds, as may be provided in a Credit Facili~y or Credit Facility
Agreement.
-Bond Rate- means the rate of interest per annum payable on
specified Bonds other than Bank Bonds.
-Bond Registrar- means initially SunTrust Bank, Atlanta,
Atlanta, Georgia, its successors and assigns or any successor
commercial bank or trust company appointed by the Consolidated
Government to maintain, in accordance with the provisions of this
. Resolution and any supplemental resolution, the registration books
of the Consolidated Government for any series of Bonds secured by
this Resolution. .
-Bondholder- and "bondholder- means the registered owner of any
of the outstanding Bonds.,
-Bonds- shall mean'any"revenue bonds authorized by and issued
pursuant to this Resolution, including the Series 1996/1997 Bonds
190016.7
I-1
and any Additional Bonds of the Consolidated Government issued
pursuant to this Resolution.
"Capi talized Interest Fund- means the Richmond County Water and
Sewerage System Capitalized Interest Fund created in Article IV,
Section 6 of this Resolution.
"Capitalized Interest PuDd Depository" means SunTrust Bank,
Atlanta, Augusta, Georgia, its successors and assigns, or any
successor commercial bank or trust company depository for the
Capitalized Interest Fund hereafter appointed by the Consolidated
Government.
"City's Series 1991 Bonds- means the $10,000,000 original
'aggregate principal amount of the City'S Water and Sewerage Revenue
Bonds, Series 1991 issued pursuant to the 1991 Ordinance.
"City's Sys.tam- shall mean the water and sewerage system owned
and operated by the City prior to the consolidation of the City
with the County.
"Code- shall mean the Internal Revenue Code of 1986, as
amended.
"Construction PuDd- shall mean the Richmond County Water and
Sewerage System Construction Fund- -1996 created in Article IV,
Section 3 of this Resolution.
. "Construction PuDd Depository" means initially SunTrust Bank,
Atlanta, Augusta, Georgia, its successors and assigns, or any
successor custodian for the Construction Fund hereafter appointed
by the Consolidated Government; provided, however, the Construction
Fund Depository shall at all times be a commercial bank or trust
company.
"Consulting EngiDeer- shall mean Zimmerman, Evans and Leopold,
Inc., Augusta, Georgia, or its successors or such other engineer,
engineers or engineering firm that might hereafter be employed in
relation to the supervision of the additions, extensions and
improvements to be made to the System and in relation to the
services to be rendered as contemplated by this Resolution.
"COUDt~ shall mean Richmond County, a political subdivision
of the State of Georgia, which pursuant to the Act is comprised of
the consolidated governments of The City Council of Augusta and
Richmond County. .
"County's Series 1991 Bonds- means the $8,385,224 original
aggregate principal amount of the County I s Water and Sewerage
Revenue Bonds, Series 1991 issued pursuant to the 1991 Resolution
of which $7,415,000 are CUrrent Interest Bonds and $970,224 are
Compound Interest Bonds.
190016.1
1-2
"County's System- shall mean the water and sewerage system
owned and:,operated by the County prior to the consolidation of the
City with the County.
"Credit Pacili~ means any letter of credit, insurance policy,
guaranty, surety bond, standby bond purchase agreement, revolving
credit agreement, or similar obligation, arrangement, or instrument
issued by a bank, insurance company, or other financial institution
which is used by the Consolidated Government to perform one or more
of the following tasks: (a) to enhance the Consolidated
Government's credit by assuring owners of any of the Bonds that
principal of and interest ,on such Bonds will be paid promptly when
due; (b) to provide liquidity for the owners of Bonds through
undertaking to cause the Bonds to be bought fram the owners thereof
when . submitted pursuant to an arrangement prescribed by a
supplemental bond resolution; or' (c) remarketing any Bonds so
submitted to the Credit Issuer (whether or not the same Credit
,Issuer is remarketing the Bonds). ,The term Credit Facility shall
not include a Reserve Account Surety Bond.
"Credit Pacility Agreement- means an agreement' between the
Consolidated Government and a Credit Issuer pursuant to which the
Credit Issuer issues a Credit Facility and may include the
promissory note or other instrument evidencing the Consolidated
Government's obligations tO,a Credit Issuer pursuant to a Credit
Facility Agreement. The term Credit Facility Agreement shall not
include a Reserve Account Surety Bond.
. "Credit Issuer- means any issuer of a Credit Facility then in
effect for all or part of the Bonds. The term Credit Issuer shall
not include any Reserve Account Surety Bond Provider. Whenever in
the Resolution the consent of the Credit Issuer is required, such
consent shall only be required from the Credit Issuer whose Credit
Facility is issued with respect to the Bonds for which the consent
is required, and such consent whenever required shall not be
unreasonably withheld.
"Debt Service Requirement" means the amounts required in each
Sinking Fund Year to pay the principal of and interest on the
Series ,1996/1997 Bonds and any Additional Bonds as same become due
and payable; provided, however, with'respect to any term obligation
which is required to be repaid prior to its stated maturity through
the operation of a mandatory sinking fund, the amount of principal
coming due in any Sinking Fund Year with respect to such obligation
shall be the amount required to be deposited into the sinking fund
for the retirement of the principal amount of such obligation
rather than the entire principal amount of such debt coming due at
the stated maturity. If any Bonds outstanding or proposed to be
issued bear interest at a Variable Rate, the interest rate per
annum on such Bonds for purposes of calculating the Debt Service
Requirement shall be the lesser of (a) the 30-year Revenue' Bond
Index, (b) the maximum interest rate for such Bonds permitted by
190016.7
I-3
the supplemental bond resolution authorizing the issuance thereof
or. (c) the "cap" rate, if any, established with respect to such
bonds in a related Hedge Agreement. With respect to any Bonds
secured by a Credit. Facility, Debt Service Requirement shall
include (a) any commission or commitment fee obligations with
respect to such Credit Facility, (b) the outstanding amount of any
Reimbursement Obligation owed to the relevant Credit Issuer and the
interest thereon, (c) any Additional Interest owned on Bank Bonds
to a Credit Issuer and (d) any rernarketing agent fees. With
respect to Bonds for which there, exists a related Hedge Agreement,
Debt Service Requirement shall include the net amounts paid with
respect to such Hedge Agreement. '
"Designated Representative of the original purchasers" or
"Representative of the original purchaser" shall be construed to
mean The Robinson-Humphrey Company, Inc., Atlanta, Georgia, their
successors or assigns.
"Engineering Report" shall mean the report entitled "1996
Revenu~ Bond Issue Engineering Report" dated October 18, 1996, and
prepared by Zimmerman, Evans and Leopold, Inc., Augusta, Georgia.
"Expenses of Operation and Maintenance" means all expenses
reasonably incurred in' connection with the operation and
maintenance of the System, including salaries, wages, the cost of
materials and supplies, rentals of leased property, if any,
payments to others for the purchase of water, if any, and for the
treatment and .disposal of sewage, the cost of audits, Paying
Agent's and Bond Registrar's fe~s, payment of premiums for
insurance required by the Resolution and other insurance which the
Consolidated Government deems prudent to carry on the System and
its operations and personnel, and, generally, all expenses,
exclusive of interest on the Bonds and the Prior Lien Bonds and
depreciation or amortization, which under accounting principles
generally accepted for municipal utility purposes are properly
allocable to operation and maintenance; however, only such expenses
as are reasonably and properly necessary or desirable for the
proper operation and maintenance of the System shall be included.
"Expenses of Operation and Maintenance" also includes the
Consolidated Government's obligations under any contract with any
other political subdivision or public agency or authority of one or
more political subdivisions pursuant to which the Consolidated
Government undertakes to make payments measured by the expenses of
operating and maintaining any facility which constitutes part of
the System and which is owned or operated in part by the
Consolidated Government and in part by others.
"Piscal Year. shall mean the period commencing on the 1st day
of January in each year and extending through the 31st day of
December in the next year, or such other period as shall hereafter
be adopted by the Consolidated Government as herein provided.
190016.7
1-4
"Porecast Period. means a period of five consecutive Fiscal
Years co~encing with the Fiscal Year after the later of (1) the
Fiscal Year in which any proposed Additional Bonds are to be issued'
or (2) the Fiscal Year in which any project to be financed with the
proceeds of any proposed Additional Bonds is expected to be
completed. -
"Government Obligations. means (a) direct obligations of the
United States of America for the full and timely payment of which
the full faith and credit' of the United States of America is
pledged, or (b) obligations issued by a person controlled or
supervised by and acting as an instrumentality of the United States
of America, the full and timely payment of the principal of,
premium, 'if any, and the interest on which is fully and
unconditionally guaranteed as a full faith and credit obligation of
the United States of America (including any securities described in
(a) or (b) issued or held in book-entry form onthe'books of the
Department of the Treasury of the United States of America), which
obligations, in either case, are not subject to redemption prior to
maturity at less than par by anyone other than the holder.
"Hedge Agreement. means any agreement between the Consolidated
Government and any Hedge Provider providing a swap, cap, or collar
for any Bonds" in each case as such agreement is originally
executed and as the same may from time to time be amended or
supplemented in accordance with its terms.
"Hedge Provider. means any counterparty with whom the
Consolidated Government enters into a Hedge Agreement.
"Independent Certified Public Accountant. means a certified
public accountant, or a firm of certified public accountants, who
or which is an "independent" as that term is defined in Rule 101 and
related interpretations of the Code of Professional Ethics of the
American Institute of Certified Public Accountants, of recognized
standing, who or which does not devote his or its full time to the
Consolidated Government (but who or which may be regularly retained
by the Consolidated Government).
"Interest Payment Date. shall mean April 1 and October 1 of
each year, except that with respect to any series of Bonds which
bear interest at a Variable Rate, the Consolidated Government may
provide i~ the supplemental bond resolution authorizing such Bonds
for any other interest payment dates, as it deems appropriate and
with respect to any Bank Bond, the date such Bank Bond is
rernarketed pursuant to a rernarketing agreement.
"Invostment Earnings. means all interest received on and
profits derived from investments made with Pledged Revenues or any
moneys in the funds and accounts established under Article IV and
Article V, but excluding any amounts held within Sinking Fund No.
1. I
190016.7
I-S
I
I
I
I
I
I
"HOOd~'S" means Moody's Investor Services, Inc. or, if such
corporatidn is dissolved or liquidated or otherwise ceases to
perform, ~ecurities rating services, such other nationally
recognizedl securities rating agericy as may be designated in writing
by the Copsolidated Government. The notice address of Moody's
shall be 19 Church Street, New York, New York 10007.
"19961 Escrow Agent" means initially Bank of New York,
Jacksonvil[e, Florida, its successors and assigns, or any'successor
hereafter I appointed by the Consolidated Goyernment; provid7d,
however, the 1996 Escrow Agent shall at all t1mes be a commerc1al
I ' . '
bank or tI1ust company. . '
"19971 Escrow Agent" means initially Bank of New York,
Jacksonvil~e, Florida, its successors and assigns, or any successor
hereafter I appointed by the Consolidated Government; provided,
however, ~he 1997 Escrow Agent shall at all times be a commercial'
bank or trust company.
"1996 Escrow Deposit Agreement" shall mean that certain Escrow
Deposit Agreement dated the date of issuance of the Series 1996
Bonds, between the Consolidated Government and Bank of New'York,
Jacksonville, Florida, as '1996 Escrow Agent.
"1997 Escrow Deposit Agreement" shall mean that certain Escrow
Deposit Agreement dated the date of issuance of the Series 1997
Bonds, between the Consolidated Government and Bank of New York,
Jacksonville, Florida, as 1997 Escrow Agent.
"1963 Ordinance" means the bond ordinance of the City adopted
on May 20, 1963 authorizing the issuance of the Series 1963 Bonds,
which ordinance serves as the master ordinance for purposes of the
issuance by the City of obligations payable from the -revenues
derived from the City's System ranking pari'passu with 'the Series
1963 Bonds.
"1972 ordinance" means the bond ordinance of the city adopted
on September 5, 1972 authorizing the issuance of the Series 1972
Bonds.
"1991 Ordinance" means the, bond ordinance of the City adopted
on December 18, 1991 authorizing the issuance of the city's 1991
Bonds.
"1984 Resolution" means the bond' resolution of the County
adopted on April 24, 1984 authorizing the issuance of the Series
1984 Bonds, which resolution serves as the master resolution for
purposes of the issuance by the County of obligations payable from
the revenues derived from th~ County's System ranking pari passu
with the Series 1984 Bonds.
190016.7
1-6
"1986 Resolution" means the bond resolution of, the County
adopted on November 24, 1986 authorizing the issuance of the Series
1986 Bonds.
"1987 Resolution. means the bond resoiution of the County
adopted on March 3, 1987 authorizing the issuance of the Series
1987 Bonds.
"1991 Resolution" means the bond resolution of the County
adopted on December 3, 1991, as supplemented December 13, 1991,
authorizing the issuance of the Series 1991 Bonds.
"Operating Revenues. means all income and revenues of any
nature derived from the operation of the System, including monthly
water and sewage billings, service charges, other charges for water
and sewage service and the availability thereof (other than any
special assessment proceeds), connection or tap fees (whether
accounted for as revenues or as contributed capital), and hydrant
rentals, but excluding local, state, or federal grants,' loans,
capital improvements contract payments, or other moneys received
for capital improvements to the System and excluding Investment
Earnings.
"Paying Agent. means initially SunTrust Bank, Atlanta, Atlanta,
Georgia, its successors and assigns or any successor commercial
bank or trust company appointed by the Consolidated Government to
serve as paying agent, in accordance with the terms of this
Resolution and ~y supplemental resolution, for any series of Bonds
secured by this Resolution. -
"Permitted Investments. shall mean and' inctude any of the
following securities, if and to the extent the same are at,the time
legal for investment of Consolidated Government funds:
(i) any bonds or other obligations of the State of
Georgia or of other counties, municipal corporations and
political subdivisions of the State of Georgia;
(ii) Government Obligations;
(iii) obligations of agencies of the United States
I
government issued by the Federal Land Bank, the Federal Home
Loan, Bank, Federal Intermediate Credit Bank, and the Central
Bank for Cooperatives;
(iv) bonds or other obligations issued by any public
housing agency or municipal corporation in the United States,
which such 'bonds or obligations are fully secured as to the
payment of both principal and interest by a pledge of annual
contributions under an annual contributions contract or
'contracts with the United States government, or project notes
issued by any public housing agency, urban renewal agency, or
190016.7
I-7
municipal corporation in the United States which are fully
secured as to paYment of both principal and interest by a
requisition, loan, or paYment agreement with the United States
government;
(v) certificates of deposit issued by any national or
state bank located within the State of Georgia which have
deposits insured by the Federal Deposit Insurance Corporation
and certificates of deposit of federal savings and loan
associations and state building and loan or savings and loan
associations located within the State of Georgia which have
deposits insured by the Savings Association Insurance Fund of
the Federal Deposit Insurance Corporation or the Georgia
Credit Union Deposit Insurance Corporation and, provided that
such certificates of deposit in excess of the amount, insured
by the Federal Deposit Insurance, Corporation, the Savings
Association Insurance Fund of the Federal Deposit Insurance
Corporation or the Georgia Credit Union Deposit Insurance
Corporation are continuously and fully secured by such
securities as are described in clauses (i) and (ii) above
which (1) have a principal amount (exclusive of accrued
interest) at all times at least equal to the principal amount
of such certificates of deposit, (2) are secured by deposit
wi th the Federal Reserve Bank of Atlanta, Georgia or any
financial institution listed in this subparagraph and located
in the State of Georgia;
(vii) pooled investment programs sponsored by the State of
Georgia for the investment of local government funds;
(viii) 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
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 paragraph (ii) 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 trust fund
are purchased and redeemed only through the use of national or
state banks having corporate trust powers and located within
the State of Georgia.
190016.7
1-8
"Pledged Revenues. means Operating Revenues, after provision
for payment of all Expenses of Operation and Maintenance, and
Investment Earnings.
"Prior Lien Bonds. shall mean the outstanding Series 1986
Bonds.
"Prior Lien Ordinances" shall mean, collectively, the 1963
Ordinance, 1972 Ordinance and 1991 Ordinance.
"Prior Lien Resolutions. shall mean, collectively, the 1984
Resolution, the 1986 Resolution and the 1987 Resolution.
"Rating Agencies" or "Rating AgencY' means Moody's and Standard
& Poor's or any successors thereto and any other nationally
recognized credit rating agency. If at any time a particular
Rating Agency does not have a rating outstanding with respect to
the relevant Bonds, then a reference to Rating Agency or Rating
Agencies shall not include such Rating Agency.
"Refunded Bonds. shall mean, collectively, the outstanding
Series 1986 Bonds, the Series 19,87 Bonds, the County's Series 1991
Bonds, the Series 1972 Bonds and the City's Series 1991 Bonds.
"Refunded Prior Lien Bonds. shall mean, collectively, the
outstanding City's Series 1991 Bonds, Series 1972 Bonds, County's
Series 1991 Bonds and Series 1987 Bonds.
"Reimbursement Obligation. means the obligation of the
Consolidated Government to directly reimburse any Credit Issuer for
amounts paid by such Credit Issuer under a Credit Facility, whether
or not such obligation to so reimburse is evidenced by a promissory
notice or other similar instrument.
"Reserve Account. means the Debt Service Reserve Account
created in Article v, Section 2, Paragraph 5 of this Resolution and
held within the Sinking Fund.
"Reserve Account Surety Bond" means the letter of credit,
insurance policy, or surety bond, together with any substitute or
replacement therefor, if any, complying with the provisions of the
Resolution, thereby fulfilling all or a portion of the' Reserve
Requirement.
"Reserve Account Surety Bond Provider" means any provider of
a Debt Service Reserve Account Surety,Bond.
"Reserve Requirement. 'means the least of (i) the highest Debt
Service Requirement in the then current or any succeeding Sinking
Fund Year, (ii) 10 percent of the aggregate principal amount of the
Series 1996/1997 Bonds and Additional Bonds outstanding, or (iii)
190016.7
I-9
~25 percent of the average annual Debt Service Requirement in the
current or any succeeding Sinking Fund Year.
"Resolution" means this Bond Resolu~ion as adopted on the date
hereof authorizing the issuance of the Series 1996/1997 Bonds, and
as same maybe supplemented from time to time.
"Revenue Bond Law" means the Revenue Bond Law, Title 36,
Chapter 82, Article 3 of the Official Code of Georgia Annotated, as
amended, and as same may hereafter be amended from time to time.
"Revenue PUnd. shall mean the "Richmond County Water and
Sewerage System Revenue Fund--1996" created in Article v, Section
2 of this Resolution. '
"Series 1986 Bonds. means the $7,930,000 original aggregate
principal amount of the County's Water and Sewerage Revenue Bonds,
Series 1986 issued pursuant to the 1986 Resolution.
"Series 1987 Bonds. means the $8,479,591.75 original aggregate
principal amount of the County's Water and Sewerage Revenue
Refunding Bonds, Series 1987 issued pursuant to the 1987
Resolution, of which $5,555,000 are CUrrent Interest Paying Bonds
and $2,924,591.75 are Compound Interest Bonds. '
"Series 1972 Bonds" means the $8,000,000 original aggregate
principal amount of the City'S Water and Sewerage Revenue Bonds,
Series 1972 issued pursuant to the 1972 Ordinance.
"Series 1996 Bonds. means, collectively, the Series 1996A Bonds
and the Series 1996 Bonds.
"Series 1996A Bonds. means the Consolidated Government's Water
and Sewerage Revenue Refunding and Improvement Bonds, Series 1996A
in the aggregate principal amount not to exceed $69,670,000 and
authorized to be issued pursuant to Article II of this Resolution.
"Series 1996B Bonds" means the Consolidated Government's
Taxable Water and Sewerage Revenue Refunding Bonds, Series 1996B in
the aggregate principal amount not to exceed $3,760,000 and
authorized to be issued pursuant to Article II of this Resolution.
"Series 1996/1997 Bonds. means, collectively, the Series 1996
Bonds and the Series 1997 Bonds.
"Series 1997 Bonds. means the Consolidated Government's Revenue
Refunding Bonds, Series 1997 in the aggregate principal amount not
to exceed $6,210,000 and authorized to be issued pursuant to
Article II of this Resolution.
"Sinking Pund"shall mean the "Richmond County Water and
Sewerage System Sinking Fund No.2" created in Article V, Section
190016.7
I-10
2,' pa'ragraph 4 of this Resolution, and upon the issuance of the
Series 1997 Bonds and the defeasance'of the Prior Lien Bonds, shall
mean the Richmond County Water and Sewerage System Sinking Fund, as
provided in Article V, Section 2, paragraph 2 of this Resolution.
"Sinking Pund Custodian. means initially SunTrust Bank,
'Atlanta, Atlanta, Georgia, its, successors and assigns, or any
successor custodian for the Sinking Fund hereafter appointed by the
Consolidated Government; provided, however, the Sinking Fund
CUstodian shall at all times be a commercial bank or trust company.
"Sinking Pund No.1. shall mean the "Richmond County Water and,
Sewerage System Sinking Fund" created and extended in the Prior
Lien Resolutions.
"Sinking PuIld Year. shall mean the period commencing on the 2nd
day of October in each year and extending through the 1st day of
October in the next year.
"Standard a Poor's. or "SaP" means Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., or, if
such corporation is dissolved or ,liquidated or otherwise ceases to
perform securities rating services, such other nationally
recognized securities rating agency as may be designated in writing
by the Consolidated Government. The notice address of Standard &
Poor's shall be 25 Broadway, New York, New York 10004.
"System. shall mean the consolidated water and sewerage
facilities of the City and the County now owned, operated and
maintained by the Consolida~ed Government, as now existent. and as
hereafter added to, extended and improved and owned by the
Consolidated Government and used by it in furnishing water and
sewerage services and facilities.
"Utility General Pund. shall mean the "Richmond County Water
and Sewerage System Utility General Fund" created in Article V,
Section 2, Paragraph 6 of this Resolution.
"Utility General Fund Depository" means any commercial bank or
trust company designated by the Consolidated Government, its
successors and assigns, or any successor custodian for the Utility
General Fund hereafter appointed by the Consolidated Government;
provided, however, the Utility General Fund Depository shall at all
times be a commercial bank or trust company.
"Variable Rate- means a rate of interest applicable to the
Bonds, other than a fixed rate of interest which applies to a
particular maturity of Bonds so long as that maturity of Bonds
remains outstanding.
190016.7
I-11
Whenever used in this Resolution, the singular shall include
the plural and the plural shall include the singular, unless the
context otherwise indicates.
190016.7
1-12
AR.'l'ICLB II
AlJTHORIZA'l'ION, PORM AND R.BGIS'1'R.A'l'ION OF BONDS
Section 1. Authorization of the Series 1996A Bonds. Under
the authority of the Revenue Bond Law, there be and there is hereby
authorized to be issued the Series 1996A Bonds in the aggregate
principal amount not to exceed $69,670, 000 for the, purpose of
providing funds: to be applied toward the cost of acquiring by
redemption, payment or otherwise all of the County's Water and
Sewerage Revenue Bonds, Series 1991 now outstanding in the
aggregate principal amount of $7,655,224, the City's Water and
Sewerage Revenue Bonds, Series 1972 now outstanding in the
aggregate principal amount of $1,125,000 and the City's Water and
Sewerage Revenue Bonds" Series' 1991 now outstanding in the
aggregate principal amount of $8,420,000, to be applied toward the
cost of additions, extensions and improvements to the System, to
pay a portion of the interest accruing on the Series 1996A Bonds
during the estimated period of construction of additions,
extensions and improvements to the System and to pay all expenses
necessary to accomplish the foregoing. The Series 1996A Bonds
shall be payable solely from the Sinking Fund hereinafter created
and all of the covenants, agreements and provisions of thls
Resolution shall be for the equal and proportionate benefit and
security of all owners of the Series 1996/1997 Bonds issued
hereunder, including any Additional Bonds hereafter issued.
Section 2. Authorization of the Series 1996B Bonds. Under
the authority of the Revenue Bond Law, there be and there is hereby
authorized to be issued the Series 1996B Bonds in the aggregate
principal amount not to exceed $3,760,000 for the purpose of
providing funds: to be applied toward the cost of acquiring by
redemption, payment or otherwise all of the County's Water and
Sewerage Revenue Bonds, Series 1987 now outstanding in the
aggregate principal amount of $2,924,571.75 and to pay all expenses
n-ecessary to accomplish the foregoing . The ,Series 1996B Bonds
shall be payable solely from the Sinking Fund hereinafter created
and all of the covenants, agreements and provisions of this
Resolution, shall be for the equal and proportionate benefit and
security of all owners of the Series 1996/1997 Bonds issued
hereunder, ,including any,Additional Bonds hereafter issued.
, Section 3. Authorizat.ion of t.he Series 1997 Bonds'. Under the
authority of the Revenue Bond Law, there be and there is hereby
authorized 'to be issued the Series 1997 Bonds in the aggregate
principal amount not to exceed $6,210,000 for the purpose of
providing funds: to be applied toward the cost of acquiring by
redemption, payment or otherwise all of the County's Water and
Sewerage Revenue Bonds, Series 1986 now outstanding in the
aggregate principal amount of $6,220,000 and to pay all expenses
necessary to accomplish the foregoing. The Series 1997 Bonds shall
be payable solely from the Sinking Fund hereinafter created and all
190016.7
II-1
W...lll ..,1 ~nl...nlltnl ....n.
~o pC- 0-
of the covenants, agreements' V\J-Lcl-O""to lr-Lthis Resolution
shall be for the equal and pr iand security of
all owners of the Series : ~Jlr~~d !ued hereunder,
including any Additional Bonds !
" ' , 1 P-. - . d I
s9ati~D 4. ~~rmB afS8~ ~ ~ (a) The Series
1996A Bonds shall be dated NOVE . be in the form
of fully registered bonds'~ ~. lall be in the
denomination of $5,000 9r any I ~ereof, shall be
transferable to subsequent owne ovided, shall be
numb~red RA-1 upward, shall bea lat such rate or
rates per annum, not exceedi; 10 la-d-. lany year t with
interest pay~ole semiannually 9 ~_ ~ril and October
in each year, commencing on Ap, C) lh the principal
ma tur in9 (or being acquired bi . _ n.. .._ _ _ _ _ _ __ngs) on the 1st
day 9f October, in the years 1997 to 2028, inclusive, so that the
highest amount of debt service payable on the Series 1996A Bonds in
any Sinking Fund Year does not exceed $5,873,890.
(b) The Series 1996B Bonds shall be dated November 15, 1996,
shall be in the form of fully registered bonds without coupons,
shall be in the denomination of $5,000 or any integral multiple
thereof, shall be transferable to subsequent owners as hereinafter
provided, shall be numbered RB-1 upward, shall bear interest from
date at such rate or rates per annum, not exceeding 8.05 percent in
any year, with interest payable semiannually on the' 1st days of
April and October in each year, commencing on April 1, 1997, and
with the principal maturing (or being acquired by mandatory
proceedings) on the 1st day of October, in the years 1997 to 2007,
inclusive, so that the highest amount of debt service payable on
the series 1996B Bonds in any Sinking Fund Year does not exceed
$863,565.
(c) The Series 1997 Bonds shall be dated as of the first day
of the month in which the Series 1997 Bonds are' issued and
delivered, shall be in the form of fully registered bonds without
coupons, shall be in the denomination of $5,000 or any integral
multiple thereof, shall be transferable to subsequent owners as
hereinafter provided, shall be numbared R-1 upward, shall bear
interest from data at such rate or rates per annum, not exceeding
6.50 percent in any year, with interest payable semiannually on the
1st days of April and October in each year, commencing on April 1,
1997, and with the principal maturing (or being acquired by
mandatory proceedings) on the 1st day of October, in the years 1997
to 2021, inclusive, so that the highest amount of debt service
payable on the Series 1997 Bonds in any Sinking Fund Year does not
exceed $504,960.
The principal amount of the series 1996/1997 Bonds shall be
payable at maturity, unless redeemed prior thereto as hereinafter
provided, upon presentation and surrender thereof at the principal
corporate trust office of SunTrust Bank, Atlanta, Atlanta, Georgia,
190016.7
1I-2
of the covenants, agreements and provisions of this Resolution
shall be ,for the equal and proportionate benefit and security of
all owners of the Series 1996/1997 Bonds issued hereunder;
including any Additional Bonds hereafter issued.
Section 4. Terms of Series 1996/1997 Bonds. (a) The Series
1996A Bonds shall be dated November 15, 1996, shall be in the form
of fully registered bonds without coupons, shall be in the
denomination of $5,000 or any integral multiple thereof, shall be
transferable to subsequent owners as hereinafter provided, shall be
numbered RA-1 upward, shall bear interest from date at such rate or
rates per annum, not exceeding 6.55 percent in any year, with
interest payable semiannually on the 1st days of April and October
in each year, commencing on April 1, 1997, and with the principal
maturing (or being acquired by mandatory proceedings) on the 1st
day of October, in the years 1997 to 2028, inclusive, so that the
highest amount of debt service payable on the Series 1996A Bonds in
any Sinking Fund Year does not exceed $5,873,890.
(b) The Series 1996B Bonds shall be dated November 15, 1996,
shall be in the form of fully registered bonds without coupons,
shall be in the denomination of $5,000 or any integral multiple
thereof, shall be transferable' to subsequent owners as hereinafter
provided, shall be numbered RB-1 upward, shall bear interest from
date at such rate or rates per annum, not exceeding 8.05 percent in
any year, with interest payable semiannually on the 1st days of
April and October in each year, commencing on April 1, 1997, and
wi th the principal maturing (or being acquired by mandatory
proceedings) on the 1st day of October, in the years 1997 to 2007,
inclusive, so that the highest amount of debt service payable on
the Series 1996B Bonds in any Sinking Fund Year does not exceed
$863,565. '
(c) The Series 1997 Bonds shall be dated as of the first day
of the month in which the Series 1997 Bonds are issued and
delivered, shall be in the form of fully registered bonds without
coupons, shall be in the denomination of $5,000 or any integral
multiple thereof, shall be transferable to subsequent owners as
hereinafter provided, shall be numbered R-1 upward, shall bear
interest from date at such rate or rates per annum, not exceeding
6.50 percent in any year, with interest payable semiannually on the
1st days of April and October in each year, commencing on
October 1, 1997, and with the principal maturing (or being acquired
by mandatory proceedings) on the 1st day of_ October, in the years
1997 to 2021, inclusive, so that the highest amount of debt service
payable on the Series 1997 Bonds in any Sinking Fund Year does not
exceed $504,960.
The principal amount of the Series 1996/1997 Bonds shall be
payable at maturity, unless redeemed prior thereto as hereinafter
provided, upon presentation and surrender thereof at the principal
corporate trust office of SunTrust Bank, Atlanta, Atlanta, Georgia,
190016.7
1I-2
Paying Agent, and payments of interest on the Series 1996/1997
Bonds shall be made by check or draft payable to the registered
owner as shown on the bond registration book kept by the Bond
Registrar at the close of business on the fifteenth day of the
'calendar month next preceding the Interest Payment Date (the
"Record Date") and such paYments of interest shall be rnailedto the
registered owner at the address shown on the bond registration
book. The owner of not less than $1,000,000 in aggregate principal
amount of Series 1996A Bonds, Series 1996B Bonds or Series 1997
Bonds may request the Bond Registrar and Paying Agent to make
paYments of interest by deposit of immediately available funds to
the account of the registered owner maintained with the Paying
Agent or transmitted by wire transfer to such registered owner at
any account maintained at a commercial bank located within the
United States if the Paying Agent receives from such registered
owner written deposit or wire transfer instructions prior to the
Record Date preceding the Interest Payment Date for which the
deposit or wire transfer is requested. Both the principal of and
interest on the Series 1996/1997 Bonds shall be payable in lawful
money of the United States of America.
Section 5. Executions Por.ms of Series 1996/1997 Bonds. The
'Series 1996/1997 Bonds shall be executed by use of the facsimile
signature of the Mayor and attested by the facsimile signature of
the Clerk of the Consolidated Government and a facsimile of the
official seal of the Consolidated Government shall be imprinted
thereon, and the Series 1996/1997 Bonds shall be authenticated by
the manual signature of a duly authorized signatory of the Bond
Registrar. The Clerk be and is hereby authorized to certify by use
of her facsimile signature as to the authenticity of a true and
correct copy of the, text of the legal opinion to be rendered by
Sutherland, Asbill & Brennan, Bond Counsel, which opinion will be
printed on the Series 1996/1997 Bonds. The validation certificate
to be printed on the Seri~s, 1996/1997 Bonds shall be executed by
use of the facsimile signature of the Clerk of the Superior Court '
of Richmond County and a facsimile of the official seal of said
court shall be imprinted thereon. In case any signatory whose
signature shall appear on the Series 1996/1997 Bonds shall cease to
be such signatory before delivery of the Series 1996/1997 Bonds,
such signature shall nevertheless be valid and sufficient for all
purposes the same as if such signatory had remained in office until
such delivery. The Series 1996/1997 Bonds, the certificate of
authentication and registration, form of assignment and the
certificate of validation to be endorsed upon the Series 1996/1997
Bonds, ,shall be in substantially the following forms, with such
variations, omissions and insertions as are required or permitted
by this Resolution:
190016.7
1I-3
No. RA-
$
UNITED STATES OP AMERICA
STATB OP GBORGIA
RICHMOND COUNTY WATBR AND SBWERAGE
RBV'ENt7B RBPONDING AND IKPROVBMBHT BOND
SBRIES 1996A
BOND DATE I MATURITY DATE I
November 15, 1996
INTBRBST RATE I
Ct1SIPI
'POR VALtJB RBCBIVBD, Richmond County (the "Consolidated'
Government") a political subdivision of the' State of Georgia,
hereby promises to pay solely from the special fund provided
therefor, as hereinafter set forth, to
or registered assigns, the principal sum of
DOLT.a.RS
in lawful money of the United States of America on the date
specified above, unless redeemed prior thereto as hereinafter
provided, upon presentation and surrender hereof at the principal
corporate trust office of SunTrust Bank, Atlanta, Atlanta, Georgia,
Paying Agent and Bond Registrar, and to pay to the registered owner
hereof solely from said special fund interest on the principal
amount from date hereof or from the most recent Interest PaYment
Date (hereinafter defined) to which interest has been paid, at the
rate per annum specified above semiannually on the 1st days of
April and October in each year (each an "Interest PaYment Date"),
commencing on April 1, 1997, until paYment of the principal amount
hereof. PaYments of interest on this Series 1996A Bond shall be
made by check or draft payable to the registered owner as shown on
the bond registration book kept by the Bond Registrar at the close
of business on the fifteenth day of the calendar month next
preceding each Interest PaYment D~te and such interest paYments
shall be mailed to the registered owner at the address shown on the
bond registration book. '
, This Series 1996A Bond is one of a duly authorized issue of
Richmond County Water and Sewe~age Revenue Refunding and
_Improvement Bonds, Series 1996A, in the aggregate principal amount
of $ , of like tenor, except as to numbers,
denominations, interest rates, dates of maturity and redemption
provisions (hereinafter sometimes referred to collectively as the
"Series 1996A Bonds") issued for the purpose of providing funds:
to be applied toward the cost of acquiring by redemption, paYment
or otherwise all of the Richmond County Water and Sewerage Revenue
Bonds, Series 1991 now outstanding in the aggregate principal
190016.7
1I-4
amount of $7,655,224, The City Council of Augusta Water and
Sewerage ,Revenue Bonds, Series 1972 now outstanding in the
aggregate principal amount of $1,125,000 and The City Council of
Augusta Water and Sewerage Revenue Bonds, Series 1991 , now
outstanding in the aggregate principal amount of $8,420,000, to be
applied toward the cost of additions, extensions and improvements
to the System (hereinafter defined), to pay a portion of the
interest accruing on the Series 1996A Bonds during the estimated
period of construction of the additions, extensions and
improvements to the System and to pay ~11 exPenses necessary to
accomplish the foregoing, and is issued under authority of the
Revenue Bond Law of the S~ate of Georgia (Title 36, Chapter 82,
Article 3 of the Official Code of Georgia Annotated, as amended),
~d the Richmond County--Consolidation with the City of Augusta and
the City of Hephzibah Act' (the "Act"), and was duly authorized by
a resolution of the Augusta-Richmond County Commission adopted on
October 21, 1996, as supplemented on November , ,1996 (the
"Resolution"). Simultaneously with the issuance of the Series 1996A
Bonds, the Consolidated Government is issuing its Taxable Water and
Sewerage Revenue Refunding Bonds, Series 1996B in the aggregate
principal amount of $ (the "Series 1996B Bonds" and,
together with the Series 1996A Bonds, the "Bonds") .
Effective January 1, 1996, the former The City Council of
Augusta (the "City") and' Richmond County (the "County") were
consolidated pursuant to the Act and referenda held in the City and
the County. Prior to consolidation, the City and the County each
owned and operated a water and sewerage system. Pursuant to the
Act, the water and sewerage systems of the City and the County are
owned and operated by the Consolidated Government, and pursuant to
the Resolution, have been combined into, one revenue producing
undertaking, hereinafter referred to as the .System." Upon the
issuance of the Bonds, there will be outstanding $6,220,000
aggregate' principal amount of the County's Water and Sewerage
Revenue Bonds, Series 1986 which are secured by a first and prior
lien on the net revenues of the County's water and sewerage system
(the "Prior Lien Bonds"). The Prior Lien Bonds were issued pursuant
to resolutions adopted by the County on April 24, 1984. and November
24, 1986 (collectively, the "Prior Lien Resolutions"). The Bonds
are junior and subordinate in right of payment tb the Prior Lien
Bonds and are secured by a lien on the net revenues of the County's
water and sewerage system" which is a part of, the System,
subordinate to the lien pn the net revenues of the County's water
and sewerage system created for the benefit of the owners of the'
Prior Lien Bonds. Upon the deposit of moneys sufficient to acquire
by redemption, payment or otherwise of the Prior Lien Bonds, the
Bonds shall have a first and prior lien on the Pledged Revenues
(hereafter defined) .
In addition to the Bonds, the Consolidated Government may
issue, under certain terms and conditions as provided in the
Resolution, additional revenue bonds or obligations, and if issued
190016.1
II-s
such additional bonds or oblig~tions will rank on a parity as to
lien on the Pledged Revenues with the lien securing the paYment of
the Bonds. Reference to the Resolution and the Prior Lien
Resolutions is hereby made for a complete description of the fund
charged with, and pledged to, the payment of the principal of and
,the interest on the Series 1996A Bonds, the nature and extent of
the security, a statement of rights, duties and obligations of the
Consolidated Government, the rights of the owners of the Series
1996A Bonds, and the terms and conditions under which additional
bonds may be issued, to all the provisions of which the owner
hereof, by the acceptance of this Series 1996A Bond, assents.
The terms and provisions of this Series 1996A Bond and
definitions of certain terms used herein are continued on the
reverse side hereof and such continued terms and provisions and
definitions shall for all purposes have the same effect as though
fully set forth at this place.
This Series 1996A Bond shall not be valid or become obligatory
for any purpose or be entitled to any security or benefit under the
Resolution until this Series 1996A Bond shall have been
authenticated and registered upon the bond registration book kept
by the Bond Registrar for that purpose, which authentication and
registration shall be evidenced by the execution by the manual
signature of a duly authorized signatory of the Bond Registrar of
the certificate hereon.
190016.7
1I-6
IN WITNESS WBEREOP, the consolidated government of Richmond
County has caused this Series 1996A Bond to be executed by use of
the facsimile signature of the Mayor of its Augusta-Richmond County
, Commission and a facsimile of its official seal to be imprinted
hereon and attested by use of the facsimile signature of the Clerk
of said Augusta-Richmond County Commission of Richmond County as of
the 15th day of November, 1996.
RICHMOND COtm'l'Y
(S E A L)
By:' (facsimile)
Mayor, Augusta-Richmond
County Commission
Attest:
(facsimile)
Clerk
Date of Authentication and Registration:"
CERTIPICATB OP AUT~ICATION AND REGISTRATION
This Bond is one of the Bonds described in
the resolution of , 1996.
S1JHTR.1J'ST BANK, ATLANTA,
as Bond Registrar
By:
Authorized Signatory
* * * * * *
190016.7
II-7
VALIDATION CERTIPICATE
STATE OF GEORGIA )
)
COUNTY OP RICHMOND )
The undersigned Clerk of the Superior Court of
County, State of Georgia, HEREBY CERTIPIES that this
validated and confirmed by judgment of the Superior
Richmond County, Georgia, on the ___ day of
1996, and that no intervention or obj ection
proceedings validating same and that no appeal
of validation has been taken.
Richmond
Bond was
Court of
,
was filed in the
from said judgment
WITNESS my facsimile signature and seal of the Superior Court
of Richmond County, Georgia.
(8 E A L)
Clerk, Superior Court,
Richmond County, Georgia
***********
190016.7
1I-8
[THE POLLOWING SHALL BB PRINTED ON THB BACK OW THB SERIBS 1996A
BONDS] ,
This Series 1996A Bond is transferable only upon' the bond
registration book kept for that purpose at the principal corporate
trust office of the Bond Registrar by the registered owner hereof
in person, or by attorney duly authorized in writing, upon the
surrender and presentation to the Bond Registrar of this Series
1996A Bond duly endorsed for transfer or accompanied by an
assignment duly executed by the registered owner or attorney duly
authorized in writing, and thereupon a new registered bond, in the
same aggregate principal amount and of the same maturity shall be
issued to the transferee in exchange therefor. '
The Series 1996A Bonds are issuable in the form 'of fully
registered bonds in the denomination of $5,000 or any integral
,multiple thereof and are exchangeable at the principal corporate
trust office of th~ Bond Registrar in the manner, subject to the
conditions and upon paYment of charges, if any, provided in the
Resolution. '
The Bonds and such revenue bonds of the Consolidated
Government as may in the future be issued on a parity therewith,
are eqUally and ratably secured by a pledge of and a lien on the
"Pledged Revenues," which are defined in ,the Resolution to include
net operating revenues of the System (gross operating revenues of
the System after provision for paYment of all reasonable expenses
of operation and maintenance) and earnings on investments made with
moneys and securities from time to time on deposit in the funds and
accounts established in the Resolution, excluding any amounts held
within the sinking fund for the Prior Lien Bonds.
The Resolution provides, among other things, for prescribing
and revising rates and collecting fees and charges for the
services, facilities and commodities furnished by the System, as
now existent and as hereinafter added to, extended, improved and
equipped to the extent necessary to produce revenues sufficient (i)
to pay the reasonable and necessary costs of operating and
maintaining the System, including any contractual obligations
incurred pertaining to the operation of the System, (ii) to produce
Pledged Revenues (excluding earnings on investments made with
moneys and securities from time to time on deposit in the
Construction Fund and any amounts held within the sinking fund for
the Prior Lien Bonds) in each Fiscal Year (as defined in the
Resolu~ion) equal to at last 110 percent of the amount required to
discharge the payment of the Bonds and any bondS issued on a parity
therewith then outstanding as the same become due and payable,
(iii) to pay into a special fund designated "Richmond County Water
and Sewerage System Sinking Fund No.1" the amounts required to pay
the principal of and the interest on the Prior Lien Bonds as the
same become due and payable, either at maturity or by proceedings
for mandatory redemption, and to create and maintain a reserve
190016.7
1I-9
therein for that purpose, (iv) to pay into the special fund
designated "Richmond County Water and Sewerage System Sinking Fund
No.2" the amounts required to pay the principal of and the
interest on the Bonds and any other bonds here~fter issued on a
parity therewith as the same become due payable, either at maturity
or by proceedings for mandatory redemption, and to create and
'maintain a reserve therein for that purpose, and (v) to create and
maintain a reserve for extensions and improvements to the System.
This Series 1996A Bond shall not be deemed to constitute a
debt of the State of Georgia or the Consolidated Government nor a
pledge of the faith and credit of said State or Consolidated
Government, nor shall the State or' Consolidated Government be
subject to any pecuniary liability hereon. This Series 1996A Bond
shall not be payable from, nor be a charge upon, any funds other
than the Pledged Revenues, and is payable solely from th~ special
fund provided therefor from the Pledged Revenues, including all
future additions thereto and any other moneys deposited therein.
No owner of this Series 1996A Bond shall ever have the right to
enforce paYment hereof against any other property of the State of
Georgia or the Consolidated Government, nor shall this, Bond
constitute a charge, lien or encumbrance, legal or equitable, upon
any other property of the Consolidated Government ,other than the
Pledged Revenues pledged to the paYment hereof. The issuance of
this Series 1996A Bond shall not directly, indirectly or
contingently obligate the State or the Consolidated Government to
levy or to pledge any form of taxation whatever therefor or to make
any appropriation for its paYment.
, The Series 1996A Bonds may be redeemed prior to their
respective maturities~ either in whole at any time or in part on
any Interest PaYment Date, in any year not earlier than October 1,
, from any moneys available for such purpose as provided in the
Resolution by paYment of the principal amount thereof and accrued
interest thereon to date of redemption, together with a premium of
2 percent of such principal amount if redeemed on or prior to
September 30, " 1 percent of such principal amoUnt if redeemed
thereafter and on or prior to September 30, , and at par
without a premium if redeemed thereafter and before maturity.
In addition, the Series 1996A Bonds maturing October 1,
are subject to mandatory redemption prior to maturity in accordance
with the provisions of the Resolution, in part, by lot in such
manner as may be designated by the Bond Registrar at par plus
accrued interest to the redemption date, in the following principal
amounts on October 1, in the years, as follows: '
Yeax:
Amount
190016.7
II-10
$ principal amount of Bonds maturing October 1,
shall be paid at maturity. '
, Notice designating the Bonds (or the portion of the principal
amount of the Series 1996A Bonds in multiples of $5,000) to be
acquired by redemption, as aforesaid, shall be mailed, postage
prepaid, not less than 30 days nor more than 60 days prior to the
redemption date to all registered owners of Series 1996A Bonds to
be redeemed in whole or in part at the addresses which appear in
the bond registration book, but failure so to mail any such notice
shall not affect the validity of the proceedings for such
redemption or cause the interest to accrue on the principal amount
of the Series 1996A Bonds so designated for redemption after the
. redemption date.
To the extent and in the manner permitted by the Resolution,
modifications, alterations, amendments, additions and recisions of
the provisions of the Resolution, or of any resolution supplemental
thereto or of the Series 1996A Bonds, may be made by the
Consolidated Government with the consent of the owners of at least
65 percent in aggregate principal amount of the Series 1996A Bonds
then outstanding, including any parity obligations therewith then
outstanding, and without the necessity for notation hereon of
reference thereto.
This Series 1996A Bond is issued with the intent that the laws
of the State of Georgia shall govern its construction.
In case of default, the owner of this Series 1996A Bond shall
" be entitled to the remedies provided in the Resolution authorizing
its issuance and in said Revenue Bond Law and any amendments
thereto.
It is hereby recited and certified that all acts, conditions
and things required to be done precedent to and in the issuance of
this Series 1996A Bond have been done, have happened and have been
performed in due and legal form as required by law, and that
provision has been made for the allocation from the anticipated
revenues of the System, as now existent and as hereafter added to,
extended, improved and equipped, of amounts sufficient to pay the
principal of and the interest on the Series 1996A Bonds as the same
mature, or are acquired by mandatory redemption, and to create and
maintain a reserve for that purpose, and that said revenues are
irrevocably allocated and pledged to the payment of the Series
1996A Bonds and the interest thereon.
.......*
[STATEMENT OP INSURAHCB]
190016.7
II-11
ASSIGNMENT
POR VALUE RECBIVED the undersigned hereby sells, assigns and
transfers unto
[please print or typewrite name and address
[Please insert Social Security
or Tax Identification Number]
the within Bond and all
including postal zip code of assignee]
rights
thereunder,
hereby
constituting
and
appointing
attorney to transfer this Bond on the bond registration book kept
for such purpose by the Bond Registrar, with full power of
substitution in the premises.
DATED
Notice: The signature to this assignment
must correspond with the name as it
appears upon the face of the within Bond
in, every particular, without alteration
or enlargement or any change whatever.
Signature Guaranteed
190016.7
II-12
No. RB-
$
UNITED STATES 01' AMERICA
, STATE OP GEORGIA
RICBHOND COtJHTY TAXABLE WATER
AND SEWERAGE RBVENtJE REPONDIHG BOND
SERIES 1996B
BOND DATB I MATURITY DATE I
November 15, 1996
INTEREST RATE I
CUSIP,
POR VALUE RECBIVED, Richmond County (the "Consolidated
Government") a political subdivision of the State of Georgia,
hereby promises to pay solely from the special fund provided
therefor, .as hereinafter set forth, to
or registered assigns, the principal sum of
DOLLARS
in lawful money of the United States of America on the date
specified above, unless redeemed prior thereto as hereinafter
provided, upon presentation and surrender hereof at the principal
corporate trust office of' SunTrust Bank, Atlanta, Atlanta, Georgia,
Paying Agent, and Bond Registrar, and to pay to the registered owner
hereof solely from said special fund interest on the principal
amount from date hereof or from the most recent Interest PaYment
Date (hereinafter defined) to which interest has been paid, at the
rate per annum specified above semiannually on the 1st days of
April and October in each year (each an "Interest Payment Date"),
commencing on April 1, 1997, until paYment of the principal amount
hereof. PaYments of interest on this Series 1996B Bond shall be
made by check or draft payable to the registered owner as shown on
the bond registration book kept by the Bond Registrar at the close
of business on the fifteenth day of the calendar month next
preceding each Interest PaYment Date and such interest paYments
shall be mailed to the registered owner at the address shown on the
bond registration book.
This Series 1996B Bond is one of a duly authorized issue of
Richmond County Taxable Water and Sewerage Revenue Refunding Bonds,
Series 1996B, in the aggregate principal amount of $ ,
of l,ike tenor, except as to numbers, denominations, interest rates,
dates of maturity and redemption provisions (hereinafter sometimes
referred to collectively as the "Series 1996B Bonds") issued for the
purpose of providing funds: to be applied toward the cost of
acquiring by redemption, paYment or otherwise all of the Richmond
County Water and Sewerage Revenue Bonds, Series 1987 now
190016.7
1I-13
outstanding in the aggregate principal amount of $2,924,591.75, and
to pay all expenses necessary to accomplish the foregoing, and is
issued under authority of the Revenue Bond Law of the State of
Georgia (Title 36, Chapter 82, Article 3 of the Official Code of
Georgia Annotated, as amended), and the Richmond County--
Consolidation with the City of Augusta and the City of Hephzibah
Act (the "Act"), and was duly authorized by a resolution of the
Augusta-Richmond County Commission adopted on October 21, 1996, as
supplemented on November _, 1996 (the' "Resolution").
Simultaneously with the issuance of the Series 1996B Bonds, the
'Consolidated Government is issuing its Water and Sewerage Revenue
Refunding and Improvement Bonds, Series 1996A in the aggregate
principal amount of $ (the "Series 1996A Bonds" and,
together with the Series 1996B Bonds, the "Bonds").
Effective January 1, 1996, the former The City Council of
Augusta (the "City") and Richmond County (the "County") 'were
consolidated pursuant to the Act and referenda held in the City and
the County. Prior to consolidation, the City and the County each
owned and operated a water and, sewerage system. Pursuant to the
Act, the water and sewerage systems of the City and the County are
owned and operated by,the Consolidated Government, and pursuant to
the Resolution, have been combined into one revenue producing
undertaking, hereinafter referred to as the "System." Upon the
issuance of the Bonds, there will be outstanding $6,220,000
aggregate principal amount of the County's Water and Sewerage
Revenue Bonds, Series 1986 which are secured by a first and prior
lien on the net revenues of the County's water and sewerage system
(the "Prior Lien Bonds"). The Prior Lien Bonds were issued pursuant
to resolutions adopted by the County on April 24, 1984 and November
24, 1986 (collectively, the "Prior Lien Resolutions"). The Bonds
are junior and subordinate in right of paYment to the Prior Lien
Bonds and are secured by a lien on the net revenues of the County's
water and sewerage system, which is a part of the System,
subordinate to the lien on the net revenues of the County's water
and sewerage system created for the benefit of the owners of the
Prior Lien Bonds. Upon the deposit of moneys sufficient to acquire
by redemption, paYment or otherwise of the Prior Lien Bonds, the
Bonds shall have a first and-prior lien on the Pledged Revenues
(hereafter defined) .
In addition to the Bonds, the Consolidated Government may
issue, under certain terms and conditions as provided in the
Resolution, additional revenue bonds or obligations, and if issued
such additional bonds or obligations will rank on a parity as to
lien on the Pledged Revenues with the lien securing the payment of
the Bonds. Reference to the Resolution and the Prior Lien
Resolutions is hereby made for a complete description of the fund
charged with, and pledged to, the payment of the principal of and
the interest on the Series 1996B Bonds, the nature and extent of
the security, a statement of right,s, duties and obligations of the
Consolidated Government, the rights of the owners of the Series
190016.7
II-14
1996B Bonds, and the terms and conditions under which additional
bonds may be issued, to all the provisions of which the owner
hereof, by the acceptance of this Series 199GB Bond, assents.
The terms and provisions of this Bond and definitions of
certain terms used herein are continued on the reverse side hereof
and such continued terms and provisions and definitions shall for
all purposes have the same effect as though fully set forth at this
place.
This Series 1996B Bond shall not be valid or become obligatory
for any purpose or be entitled to any security 'or benefit under the
Resolution until this Series 1996B Bond shall have been
authenticated and registered upon the bond registration book kept
by the Bond Registrar for that purpose, which authentication and
registration shall be evidenced 'by the execution by the manual
signature of a duly authorized signatory of the Bond Registrar of
the certificate hereon. '
190016.7
II-1s
IN WITNESS WBER.EOP, the consolidated government of Richmond
County has caused this Series 1996B Bond to be executed by use of
the facsimile signature of the Mayor of its Augusta-Richmond County
Commission and a,facsimile of its official seal to be imprinted
hereon and attested by use of the facsimile signature of the Clerk
of said Augusta-RiChmond County Commission of Richmond County as of
the 15th day of November, 1996.
RICBMOND COUNTY
(S E A L)
By: (facsimile)
Mayor, Augusta-Richmond
County Commission
Attest:
(facsimile)
Clerk
Date of Authentication and Registration:
CERTIPICATB 01' AUTHENTICATION AND REGISTRATION
This Bond is one of the Bonds described in
the resolution of ~, 1996.
SlJNTRt7ST BANlt, ATLANTA,
as Bond Registrar
By:
Authorized Signatory
* * * * * *
190016.7
1I-16
VALIDATION CERTIPICATB
STATE OP GBORGIA )
)
COUNTY OP RICHKOHD )
The undersigned Clerk of the Superior Court of' Richmond
County, State of Georgia, HEREBY CBRTIPIBS that this Bond was
validated and confirmed by judgment of the Superior. Court of
Richmond County, Georgia, on the _____ day of ,
1996, and that no intervention or obj ection was, filed in the
proceedings validating same and that no appeal from said judgment
of validation has been taken. '
WITNESS my facsimile signature and seal of the Superior Court
of Richmond County, Georgia.
(S B A L)
Clerk, Superior Court,
Richmond County, Georgia
***********
190016.7
1I-17
[THE POLLOWING SHALL BE PRINTED ON TBB BACK OP TBB SERIES 1996B
BONDS]
This Series 1996B Bond is transferable only upon the bond
registration book kept for that purpose at the principal corporate
trust office of the Bond Registrar by the registered owner hereof
in pe~son, or by attorney duly authorized in writing, upon the
surrender and presentation to the Bond Registrar of this Series
1996B Bond duly endorsed for transfer or accompanied by an
assignment duly executed by the registered owner or attorney duly
authorized in writing, and thereupon a new registered bond, in the
same aggregate principal amount and of the same maturity shall be
issued to the transferee in exchange therefor.
The Series 1996B Bonds are issuable in the form of fully
registered bonds in the denomination of $5,000 or any integral
multiple thereof and are exchangeable at the principal corporate
trust office of the Bond Registrar in the manner, subject to the
conditions and upon payment of charges, if any, provided in the
Resolution.
The Bonds and such revenue bonds of the Consolidated
Government as may in the future be issued on a parity therewith,
are equally and ratably secured by a pledge of and a lien on the
"Pledged Revenues," which are defined in the Resolution to include
net operating revenues of the System (gross operating revenues of
the System after provision for payment of all reasonable expenses
of operation and maintenance) and earnings on investments made with
moneys and securities from time to time on deposit in the funds and
accounts established in ,the Resolution, excluding any amounts held
within the sinking fund for the Prior Lien Bonds.' '
The Resolution provides, among other things, for prescribing
and revising rates and collecting fees and charges for the
services, facilities and commodities furnished by the System, as
now existent and as hereinafter added to, extended, improved and
equipped to the extent necessary to produce revenues sufficient (i)
to pay the reasonable and necessary costs of operating and
maintaining the System, including any contractual obligations
incurred pertaining to the operation of the System, (ii) to produce
Pledged Revenues (excluding earnings on investments made with
moneys and securities: from time to time on deposit in the
Construction Fund and any amounts held within the sinking fund for
the Prior Lien Bonds) in each Fiscal ,Year (as defined in the
Resolution) equal to at least 110 percent of the amount required to
discharge the payment of the Bonds and any bonds issued on a parity
therewith then outstanding as the same become due and payable,
(iii) to pay into a special fund designated "Richmond County Water
and Sewerage System Sinking Fund No.1" the amounts required to pay
the principal of and the interest on the Prior Lien Bonds as the
same become due and payable, either at maturity or by proceedings
for mandatory redemption" and to create and maintain a reserve
190016.7
1I-18
therein, for that purpose, (iv) to pay into the special fund
designated "Richmond County Water and Sewerage System Sinking Fund
No.2" the amounts' required to pay the principal of and the
interest on the Bonds and any other bonds hereafter issued on a
parity therewith as the same become due payable, either at maturity
or by proceedings for mandatory redemption, and to create and
maintain a reserve therein for that purpose, and (v) to create and
maintain a ~eserve for extensions and.improvements to the System.
This Series 1996B Bond shall not be deemed to constitute a
debt of the State of Georgia or the Consolidated Government nor a
pledge of the faith and credit of said State or Consolidated
Government, nor shall the State or, Consolidated Government be
subject to any pecuniary liability hereon. This Series 1996B Bond,
shall not be payable from, nor be a charge upon, any funds other
than the Pledged Revenues, and is payable solely from the special
fund provided therefor from the Pledged Revenues, including all
future additions thereto and any other moneys deposited therein.
No owner of this Series 1996B Bonds shall ever have the right to
enforce paYment hereof against any other property of the State of
Georgia or the Consolidated Government, nor shall this Series 1996B
Bonds constitute a charge, lien or encumbrance, legal or equitable,
upon any other property of the Consolidated Government other than
the Pledged Revenues pledged to the paYment hereof. The issuance
of this Series' 1996B Bond shall not directly, indirectly or
contingently obligate the State or the Consolidated Government to
levy or to pledge any form of taxation whatever therefor or to make
any appropriation for its paYment.
The Series 1996B Bonds, may be redeemed prior to their
respective maturities, either in whole at any time or in part on
any Interest Payment Date, in any year not earlier than October 1,
from any moneys available for such purpose as provided in the
Resolution by paYmen.t of th~ principal amount thereof and accrued
interest thereon to date of redemption, together with a premium of
2 percent of such principal amount if redeemed on or prior to
September 30, , 1 percent of such principal amount if redeemed
thereafter and on 'or prior to September 30, , and at par
without, a premium if redeemed thereafter and before maturity.
In addition, the Series 1996B Bonds maturing October 1,
are subject to mandatory redemption prior to maturity in accordance
with the provisions of the Resolution, in part, by lot in such
manner as may be designated by the Bond Registrar at par plus
accrued interest to the redemption date, in the following principal
amounts on October 1, in the years, as follows: .
~
Amount
190016.7
1I-19
principal amount of Series 1996B Bonds maturing
shall be paid at maturity.
$
October 1,
Notice designating the Series 1996B Bonds (or the portion of
the principal amount of the Series 1996B Bonds in multiples of
$5,000) to be acquired by redemption, as aforesaid, shall be
mailed, postage prepaid, not less than 30 days nor more than 60
days prior to the redemption date to all registered owners of
Series 1996B, Bonds to be redeemed in whole or in part at the
addresses which appear in the bond registration book, but failure
so to mail any such notice shall not affect the validity of the
proceedings for such redemption or cause the interest to accrue on
the principal amount of the Series 1996B Bonds so designated for
redemption after the redemption date.
To the extent and in the manner permitted by the Resolution,
modifications, alterations, amendments, additions and recisions of
the provisions of the Resolution, or of any resolution supplemental
thereto or of the Series 1996B Bonds, may be made by the
Consolidated Government with the consent of the owners of at least
65 percent in aggregate principal amount of the Series 1996B Bonds
then outstanding, including any parity obligations therewith then
outstanding, and without the necessity for notation hereon of
reference thereto.
This Series 1996B Bond is issued with the'intent that the laws
of the State of Georgia shall govern its construction.
In case of default, the owner of this Series 1996B Bond shall
be entitled to the remedies provided in the Resolution authorizing
its issuance and in said Revenue Bond Law and any amendments
thereto.
It is hereby recited and certified that all acts, conditions
and things required to be done precedent to and in the issuance of
this Series 1996B Bond have been done, have happened and have been
performed in due and legal form as required by law, and that
provision has-been made for the allocation from the anticipated
revenues of the System, as now existent and as hereafter added to,
extended, improved and equipped, of amounts sufficient to pay the
principal of and the interest on the Series 1996B Bonds as the same
mature, or are acquired by mandatory redemption, and to create and
maintain a reserve for that purpose~ and that said revenues are
irrevocably allocated and pledged to the payment of the Series
1996B Bonds and the interest thereon.
.....*.*
[STATEMENT OP INSURANCE]
190016.7
1I-20
ASSIGNMENT
POR VALUE RECBIVED the undersigned hereby sells, assigns and
transfers unto
[please print or typewrite name and address
[Please insert Social Security
or Tax Identification Number]
the within Bond and all
including postal zip code of assignee]
rights
thereunder,
hereby
constituting
and
appointing
attorney to transfer this Bond on the bond registration book kept
for such purpose by the Bond Registrar, with full power of
sUbstitution in the premises.
DATED
Notice: The signature to this assignment
must correspond with the name as it
appears upon the face of the within Bond
in every particular, without alteration
or enlargement or any change whatever.
Signature Guaranteed
190016.7
1I-21
No. R-
$
ONI'l'ED STATES 01' AMERICA
STATE OP GBORGIA
RICHMOND COONTY WATER AND SEWERAGE
R.BVENtJE REPONDING BOND -
SERIBS 1997
BOND DATE z MATORITY DATE z
January 1, 1997
INTEREST RATB z
CUSIPz
POR VALt7B RECBIVED, Richmond County (the "Consolidated
Government"), a political subdivision of the State of Georgia,
hereby promises to pay solely from the special fund provided
therefor, as hereinafter set forth, to
or registered assigns, the principal sum of
DOT.T.JUtS
in lawful money of the United ,States of America on the date
specified above, unless redeemed prior thereto as hereinafter
provided, upon presentation and surrender hereof at the principal
corporate trust office of SunTrust Bank, Atlanta, Atlanta, Georgia,
Paying Agent and Bond Registrar, and to pay to the registered owner
hereof solely from said special fund interest on the principal
amount from date hereof or from the most recent Interest PaYment
Date (hereinafter defined) to which interest has been paid, at the
rate per annum specified above semiannually on the 1st days of
.April and October in each year (each an "Interest PaYment Date"),
commencing on April 1, 1997, until paYment of the principal amount
hereof. PaYments of interest on this Bond shall be made by check
or draft payable to the registered owner as shown on the bond
registration book kept by the Bond Registrar at the close of
business on the fifteenth day of the calendar month next preceding
each Interest Payment Date and such interest paYments shall be
mailed to the registered owner at the address shown on the bond
registration book.
This Bond is one of a duly authorized issue of Richmond County
Water and Sewerage Revenue Refunding Bonds, Series 1997, in the
aggregate principal amount of $ , of' like tenor, except
as to numbers, denominations, interest rates, dates of maturity and
redemption provisions, (hereinafter sometimes referred to
collectively as the "Bonds") issued for the purpose of providing
funds: to be applied 'toward the cost of acquiring by redemption,
paYment or otherwise all of the Richmond County Water and Sewerage
Revenue Bonds,' Series 1986 now outstanding in the aggregate
principal amount of $6,220,000 '(the "Refunded Bonds"), and to pay
, 190016.7
1I-22
all expenses necessary to accomplish the foregoing, and is issued
under authority of the Revenue Bond Law of the State of Georgia
(Title 36, Chapter 82, Article 3 of the Official Code of Georgia
Annotated, as amended), and the Richmond County--Consolidation with
the City of Augusta and the City of Hephzibah Act (the, "Act"), and
was duly authorized by a resolution of the Augusta-Richmond County
Conuniss ion of Richmond County adopted on October 21, 1996, as
supplemented on November , 1996 (the "Resolution"). Pursuant to
the Resolution and simultaneously with the authorization of the
Bonds, the Consolidated Government authorized the issuance of and
did issue $ , aggregate principal amount of the Richmond
County Water and Sewerage Revenue Refunding and Improvement Bonds,
Series 1996A (the "Series 1996A Bonds") and $ aggregate
principal amount of the Richmond County Taxable Water and Sewerage
Revenue Refunding Bonds~ Series 1996B (the "Series 1996B Bonds") .
Effective January 1; 1996, the former The City Council of
Augusta (the "City") and Richmond County (the "County") were
consolidated pursuant to the Act and referenda held in the City and
the County. Prior to consolidation, the City and the County each
owned and operated a water and sewerage system. Pursuant to the
,Act, the water and sewerage systems of the City and the County are
oWned and operated by the Consolidated Government, and pursuant to
the Resolution, have been combined into one revenue producing
undertaking, hereinafter referred to as the "System." Upon the
issuance of the Bonds, the Bonds, the Series 1996A Bonds and the
Series 1996B Bonds shall be the only obligations secured by a first
and prior lien on the Pledged Revenues (hereafter defined)
In addition to the Bonds, the Series 1996A Bonds and the
Series 1996B Bonds, the Consolidated Government may issue, under
certain terms and conditions as provided in the Resolution,
additional revenue bonds or oblig~tions, and if issued such
additional bonds or obligations will rank on a parity as to lien on
the Pledged Revenues with the lien securing the payment of the
Bonds and the Series 1996A Bonds and the Series 1996B Bonds.
Reference to the Resolution, is hereby made for a complete
description of the fund charged with, and pledged to, the paYment
of the principal of and the interest on the Bonds, the nature and
extent of the security, a statement of rights, duties and
obligations of the Consolidated Government, the rights of the
owners of the Bonds, and the terms and conditions under' which
additional bonds may be issued, to all the provisions of which the
owner hereof, by the acceptance of this Bond, assents.
The terms and provisions of this Bond and definitions of
certain tenns used hereIn are continued on the reverse side hereof
arid such continued terms and provisions and definitions shall for
all purposes have the same effect as though fully set forth at this
place.
190016.7
1I-23
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under the
Resolution until this Bond shall have been authenticated and
registe'red upon the bond registration book kept by the Bond
Registrar for that purpose, which authentication and registration
shall be evidenced by the execution by the manual signature of a
duly authorized signatory of the Bond Registrar of the certificate
hereon. '
190016.7
1I-24
IN WITNESS WBER.EOP, the consolidated government of Richmond
County has caused this Bond to be executed by use of the facsimile
signature of the Mayor' of its Augusta-Richmond County Commission
and a facsimile of its official seal to be imprinted hereon and
attested by use of the facsimile signature of the Clerk of said
Augusta~Richmond County Commission of Richmond County as of the 1st
day of January, 1997.
RICHMOND COmrrY
(S' B A L)
By: (facsimile)
Mayor, Augusta-Richmond
County Commission
Attest:
(facsimile)
Clerk
Date of Authentication and Registration:
CERTIPICATB OP AUT~ICATION AND R.EGISTRATIOR
This Bond is one of the Bonds described in
the resolution of ___, 1996.
SUN'l'RtJST BANlt, A'l'LAH'l'A"
as Bond Registrar
By:
Authorized Signatory
* * * * * *'
190016.7
II-2s
VALIDATION CERTIPICATB
STATB OF GEORGIA )
)
COUNTY OP RICHMOND )
The undersigned Clerk' of the Superior Court of
County, State of Georgia, HEREBY CERTIPIBS that this
validated and confirmed by judgment of the Superior
Richmond County, Georgia, on the _____ day of
1996, and that no intervention or obj ection
proceedings validating same and that no appeal
of validation has been taken.
Richmond
Bond was
Court of
,
was filed in the
from said judgment
WITNESS my facsimile signature and seal of the Superior Court
of Richmond County, Georgia.
(S B A L)
Clerk, Superior Court,
Richmond County, Georgia
***********
, 190016.7
1I-26
[THEPOLLOWING SHALL BE PRINTED ON THE BACK, 01' THE SERIES 1997
BONDS]
This Bond is transferabl'e only upon the bond registration book
kept for that purpose at the principal corporate trust office of
the Bond Registrar by the registered owner hereof in person, or by
attorney, duly authorized in writing, upon the surrender and
presentation to the Bond Registrar of this Bond duly endorsed for
transfer or accompanied by an assignment duly executed by the
registered owner or attorney duly authorized in writing, and
thereupon a new registered bond, in the same aggregate principal
amount and of the same maturity shall be issued to the transferee
in exchange therefor.
The Bonds are issuable in the form of fully registered bonds
in the denomination of $5,000 or any integral multiple thereof and
are exchangeable at the principal corporate trust office of the
Bond Registrar in the manner, subject to the conditions and upon
paYment of charges, if any, provided in the Resolution.
The Bonds, the Series 1996A Bonds, the Series 1996B Bonds and
such revenue bonds of the Consolidated Government as may in the
future be issued on a parity therewith, are equally and ratably
secured by a pledge of and a lien on the "Pledged Revenues," which
are defined in the Resolution to include net operating revenues of
the System (gross operating revenues of the System after provision
for paYment of all reasonable expenses of operation and
maintenance) and earnings on investments made with moneys and
securities from 'time to time on deposit in the funds and accounts
established in the Resolution, excluding any amounts held within
~he sinking fund for the Refunded Bonds.
The Resolution provides, among other things, for prescribing
and revising rates and collecting fees and charges for the
services, facilities and commodities furnished by the System, as
now existent and as hereinafter added to, extended, improved and
equipped to the extent necessary to produce revenues sufficient (i)
to pay the reasonable and necessary costs of operating and
maintaining the System, including any contractual obligations
incurred pertaining to the operation of the System, (ii) to produce
Pledged Revenues (excluding earnings on investments made with
moneys and securities from- time to time on deposit in the
Construction Fund and any amounts held within the sinking fund for
the Prior Lien Bonds)' in each Fiscal Year (as defined in the
Resolution) equal to at least 110 percent of the amount required to
discharge the payment of the, Bonds, the Series 1996A Bonds, the
Series 1996B Bonds and any bonds issued on a parity therewith then
outstanding as the same become' due and payable, (iii), to pay into
the special fund designated ,"Richmond County Water and Sewerage
System Sinking Fund" the amounts required to pay the principal of
and the interest on the Bonds, the Series 1996A Bonds, the Series
1996B Bonds and any other bonds hereafter issued on a parity
190016.7
1I-27
therewith as the same become due payable, either at maturity or by
proceedings for mandatory redemption, and to create and maintain a
reserve therein for that purpose and (iv) to create and maintain a
reserve for extensions and improvements to the System.
This Bond shall not be deemed to constitute a debt of the
State of Georgia or the Consolidated Government nor a pledge of the
faith and credit of said State or Consolidated Government, nor
shall the State or Consolidated Government be, subject to any
pecuniary liability hereon. This Bond shall not be payable from,
nor be a charge upon, any funds other than the Pledged Revenues,
and is payable solely from the special fund provided therefor from
the Pledged Revenues, including all future additions thereto and
any other moneys deposited therein. No owner of this Bond shall
ever have the right to enforce paYment hereof against any other
property of the State of Georgia or the Consolidated Government,
nor shall this Bond constitute a charge" lien or encumbrance, legal
or equitable, upon any other property of the Consolidated
Government other than the net revenues pledged to the payment
hereof. The issuance of this Bond shall not directly, indirectly
or contingently obligate the State or the Consolidated Government
to levy or to pledge any form of taxation whatever therefor or to
make any appropriation for its paYment.
The Bonds may be redeemed prior to their respective
maturities, either in whole at any time or in part on any Interest
Payment Date, in any year not earlier than October 1, from
any moneys available for such purpose as provided in the Resolution
by payment of the principal amount thereof and accrued interest
thereon to date of redemption, together with a premium of 2 percent
of ,such principal amount if redeemed on or prior to September 30,
, 1 percent of such principal amount if redeemed thereafter
and on or prior to September 30, , and at par without a
premium if redeemed thereafter and before maturity.
In addition, the Bonds maturing October 1, are subject
to mandatory redemption prior to maturity in accordance with the
provisions of the Resolution, in part, by lot in such manner as may
be designated by the Bond Registrar at par plus accrued interest to
the redemption date, in the following principal amounts on October
1, in the years, as follows:
~
Amount
$ principal amount of Bonds maturing October 1,
shall be paid at maturity.
190016.7 1I-28
Notice designating the Bonds (or the portion of the principal
amount o~ the Bonds in multiples of $5,000)' to be acquired by
redemption, as aforesaid, shall be mailed, postage prepaid, not
less than 30 days nor more than 60 days prior to the redemption
date to all registered,owners of Bonds to be redeemed in whole or
in part at the addresses which appear in the bond registration
book, but failure so to mail any such notice shall not affect the
validity of the proceedings for such redemption or cause the
interest to accrue on the principal amount of the Bonds so
designated for redemption after the redemption date.
, '
To the extent and in the manner permitted by the Resolution,
modifications, alterations, amendments, additions and recisions of
the provisions of the Resolution, or of any resolution supplemental
thereto or of the Bonds, may be made by the Consolidated Government
with the consent of the owners of at least 65 percent in aggregate
principal amount of the Bonds then outstanding, including any
pari ty obligations therewith then outstanding, and without the
necessity for notation hereon of reference thereto.
This Bond is issued with the intent that the laws of the State
of Georgia shall govern its construGtion.
In case of default, the owner of this Bond shall be entitled
to the remedies provided in the Resolution authorizing its issuance
and in said Revenue Bond Law and any amendments thereto.
It is hereby recited and certified that all acts, conditions
and things required to be done precedent to and in the issuance of
this Bond have been done, have happened and have been performed in
due and legal form as required by law, and that provision has been
made for the allocation from the anticipated revenues of the
System, as now existent and as hereafter added to, extended,
improved and equipped, of amounts sufficient to pay the principal
of ,and the interest on the Bonds as the same mature, or are
acquired by mandatory redemption, and to create and maintain a
reserve for that purpose, and that said revenues are irrevocably
allocated and pledged to the payment of the Bonds and the interest
thereon.
********
[STATEMENT O. INSURANCE]
190016.7
1I-29
ASSIGNMENT
POR VALOB RECEIVED the undersigned hereby sells, assigns and
transfers unto
[please print or typewrite name and address
[Please" insert Social Security
or Tax Identification Number]
the within Bond and all
including postal zip code of assignee]
rights
thereunder,
hereby
constituting
and
appointing
attorney to transfer this Bond on the bond registration book kept
for such purpose by the Bond Registrar, with full power of
substitution in the premises.
DATED
Notice: The signature to this assignment
must correspond with the name as it
appears upon the face of the within Bond
,in every particular, without alteration
or enlargement or any change whatever.
Signature Guaranteed
190016.7
1I-30
,Section 6. ReWlired Authentication. Proof of Ownership. Only
those Ser~es 1996/1997 Bonds which shall have endorsed thereon a
certificate of authentication and registration substantially in the
form hereinbefore set forth, duly executed by the manual signature
of an authorized signatory of the Bond Registrar shall be entitled
to any benefit or security under this Resolution and such
certificate upon any of the Series 1996/1997 Bonds when duly
executed shall be conclusive evidence that such Series 1996/1997
Bond has been duly authenticated, registered and delivered. It
shall not be' necessary that the same signatory of the Bond
Registrar sign the certificate of authentication and registration
on all of the Series 1996/1997 Bonds that may be issued hereunder
at anyone time. The person in whose name any Series 1996/1997
Bond shall be registered shall be deemed and regarded as the
absolute owner thereof for all purposes and the paYment of the
principal amount, interest and premium, if any, shall be made only
to or upon the order of the registered owner thereof. A1l,such
paYments shall be valid and effectual to satisfy and discharge the
liability upon such Series 1996/1997 Bond, including redemption
premium, if any, and the interest thereon to the extent of the sums
so paid.
Section 7. Bond Registrar. Transfer and Exchange. The Bond
Registrar shall keep the bond registration book for the
registration of the Series 1996/1997 Bonds and for the registration
of transfers of the Series 1996/1997 Bonds as herein provided. The
transfer of any Series 1996/1997 Bond shall be registered upon the
bond registration book upon the surrender and presentation of the
Series 1996/1997 Bond to the Bond Registrar duly endorsed for
transfer or accompanied by an assignment duly executed by the
registered owner or attorney authorized in writing in such form as
shall be satisfactory to the Bond Registrar. Upon any such
registration of transfer, the Bond Registrar shall authenticate and
deliver in exchange for such Series 1996/1997 Bond or Series
1996/1997 Bonds so surrendered, a new Series 1996/1997 Bond or
Series 1996/1997 Bonds registered in the name of the transferee of
the same series and, of any denomination or denominations
authorized by this Resolution, and in an aggregate principal amount
equal to the aggregate principal amount of the Series 1996/1997
Bonds so surrendered and of the same maturi ty . 'Any Series
1996/1997 Bond, upon presentation and surrender thereof to the Bond
Registrar, together with an assignment duly executed by the
registered owner or duly authorized attorney, in such form as may
be satisfactory to the Bond Registrar, may be exchanged, at the
option of the registered-owner, for an aggregate principal amount
of Series 1996/1997 Bonds of the same series and maturity equal to
the principal amount of the Series 1996/1997 Bond,so surrendered
and of any authorized denomination or denominations. The Bond,
Registrar may make a charge for every exchange or registration of
transfer of the Series 1996/1997 Bonds sufficient to reimburse it
for any tax or other governmental charge required to be paid with
respect to such exchange or registration of transfer, but no other
190016.7,
1I-31
charge shall be made to the owner for the privilege of transferring
or exchanging the Series 1996/1997 Bonds under this Resolution.
Section 8. Lost. Destroyed. Mutilated Bonds. If any Series
1996/1997 Bond shall become mutilated, the Bond Registrar-in its
discretion and at the expense of the owner of such Series 1996/1997
Bond shall authenticate and deliver a new Series 1996/1997 Bond of
like tenor and series registered in the name of the owner in
exchange and substitution for such mutilated Series 1996/1997 Bond.
If any Series 1996/1997 Bond shall become lost, destroyed or
wrongfully taken, evidence of such loss, destruction or wrongful
taking within a reasonable time thereaf~er may be submitted to the
Consolidated Government and if such evidence shall be satisfactory
and indemnity of a character and in an amount satisfactory shall be
given, then the Consolidated Government at the expense of the owner
shall cause a new Series 1996/1997 Bond of like tenor and series
registered in the name of the owner to be authenticated by the Bond
Registrar and delivered to the registered owner.
Secti~n 9. Blank Bonds. The Consolidated Government shall
make all necessary and proper provisions for the transfer and
exchange of the Series 1996/1997 Bonds by the Bond Registrar and
the Consolidated Government shall deliver or cause to be delivered
to the Bond Registrar a sufficient quantity of blank Series
1996/1997 Bonds duly executed on behalf of the Consolidated
Government, together with the certificate of validation pertaining
thereto duly executed by the Clerk of the Superior Court of
Richmond County, as herein provided, in order that the Bond
Registrar shall at all times be able to register and authenticate
the Series 1996/1997 Bonds at the earliest practicable time in
accordance with the provisions of this Resolution. All Series
1996/1997 Bonds surrendered in any such exchange or registration of
transfer ,shall be forthwith canceled by the Bond Registrar and a
record thereof duly entered in the permanent records pertaining to
the Series 1996/1997 Bonds maintained by the Bond Registrar.
190016.7
1I-32
ARTICLE III
REDEMPTION OP BONDS BBPORB MATURITY
Section 1. Optional Red~tioD of Series 1996/1997 Bonds.
(a) The Series 1996 Bonds may be redeemed at the option of
the Consolidated Government in whole at any time or in part on any
Interest PaYment Date in any year not earlier than October- 1, 2006,
from any moneys which may be available for such purpose and
deposited with the Paying Agent on or before the date fixed for
redemption. The optional redemption of the Series 1996 Bonds shall
be made by the paYment of the principal amount of the Series 1996
Bonds to be redeemed and accrued interest thereon to date of
redemption, together with a premium of 2 percent of such principal
amount if redeemed on or prior to September 30,2007, 1 percent of
such principal amount if redeemed thereafter and on or prior to
September 30, 2008 and at par without a premium if redeemed
thereafter and before maturity.
(b) The Series 1997 Bonds may be redeemed at the option of
the Consolidated Government in whole at any time or in parton any
Interest PaYment Date in any year not earlier than October 1 of the
year that is 10 years after the date of issuance of the Series 1997
Bonds, from any moneys which may be available for such purpose and
deposited with the Paying Agent on or before the date fixed for
redemption. The optional redemption of the Series 1997 Bonds shall
be made by the paYment of the principal amount of the Series 1997
Bonds to be redeemed and accrued interest thereon' to date of
redemption, together with a premium of 2 percent of such principal
amount if redeemed after 10 years, 1 percent of such principal
amount if redeemed after 11 years and at par without a premium if
redeemed thereafter and before maturity.
Section 2. Procedure for. and Notice of. Red~tion. The
Consolidated Government shall select the maturities of Series
1996/1997 Bonds to be redeemed in part. If less than all of the
Series 1996/1997 Bonds of a single series and maturity are to be
redeemed, the Bond Registrar shall treat any Series 1996/1997 Bond
of such series and maturity outstanding in a denomination of
greater than $5,000 as two or more separate Series 1996/1997 Bonds
of such series in the denomination of $5,000 each and shall assign
separate numbers to each for the purpose of determining the Series
1996/1997 Bonds or the principal amount of such Series 1996/1997
Bonds in a denomination greater than $5,000 to be redeemed by lot.
With respect to any Series 1996/1997 Bond called for partial
redemption, the registered owner thereof shall surrender such
Series 1996/1997 Bond to the Bond Registrar in exchange for one or
more Series 1996/1997 Bonds in any authorized denomination in the
same' series and the aggregate principal amount equal to the
unredeemed principal amount of such Series 1996/1997 Bond so
surrendered.
190016.7
III-l
The Bond Registrar shall furnish the Consolidated Government
on or before the 45th day next preceding each mandatory redemption
date (or optional redemption date if such option is exercised) with
its certificate setting forth the Series 1996/1997 Bon~s that have
been selected for mandatory redemption (or optional redemption)
either in whole or in part on such date.
Not less than 30 days nor more than 60 days before any date
upon which any such optional redemption or mandatory redemption is
to be made a notice of such redemption signed by a ,duly authorized
signatory of the Bond Registrar designating the Series 1996/1997
Bonds to be redeemed (in whole or in part) shall be filed at the
place at which the principal of and interest on the Series
1996/1997 Bonds shall be payable and shall be mailed, postage
prepaid, to all registered owners of Series 1996/1997 Bonds to be
redeemed (in whole or in part) at addresses which appear upon the
bond registration book.
It is expressly provided, however, that the failure so to mail
any such notice of the optional redemption or mandatory redemption
of the Series 1996/1997 Bonds shall not affect the validity of the
'proceedings for such redemption or cause the interest to continue
to accrue on the prin~ipal amount of such Series 1996/1997 Bonds so
designated for redemption after the redemption date.
However, it is expressly understood arid agreed that should the
Consolidated Government hereafter elect to issue any Additional,
Bonds, as herein authorized, it shall have the right to exercise
any optional redemption provision to redeem the Bonds of any such
future issue or issues before it redeems either series of the
Series 1996/1997 Bonds, or it may redeem either series of the
Series 1996/1997 Bonds' before it redeems the Bonds of any such
future issue or issues, or it may redeem some of the Series
1996/1997 Bonds and some of the Bonds of any such future issue or
issues at the same time. If less than a full maturity within an
issue of Bonds is redeemed, then such redemption shall be by lot in
such manner as may be designated by the Bond Registrar.
Section 3. MAndatory Red~tioD. The mandatory redemption
provisions applicable to the Series 1996/1997 Bonds shall be set
forth in the Supplemental Resolution.
Section 4. Pur~hAse in Qpen Market. Nothing herein contained
shall be construed to limit the right of the Consolidated
Government to purchase with any excess moneys, as hereinabove
defined, in the Sinking Fund and for Sinking Fund purposes, the
Series 1996/1997 Bonds in the open market at a price not exceeding
the' callable price hereinabove set forth. Any such Series
1996/1997 Bonds so purchased cannot be reissued and same shall be
disposed ,of as is hereinafter provided in this Resolution.
190016.7
1II-2
Section 5. Effect of Call for Red~tion. Notice having been
given in the manner and under the conditions hereinabove'provided,
the Series 1996/1997 Bonds so designated for redemption or the
portion of the Series 1996/1997 Bonds so designated for partial
redemption shall, on the redemption date designated in such notice,
become and be due and payable at the redemption price hereinabove
specified, and from and after the date of redemption so designated,
unless default shall be made in the payment of the Series 1996/1997
Bonds so designated for redemption or the portion of the Series
1996/1997 Bonds so designated for partial redemption, interest on
the principal amount of said Series 1996/1997 Bonds so designated
for redemption shall cease to accrue on the redemption date.
Section 6. Cancellation of Bonds. All Bonds paid, purchased
or redeemed shall be canceled or otherwise destroyed upon their
payment and a record of such', destruction shall be made and
preserved in the permanent records of the Consolidated Government
and in the records of the Bond Registrar pertaining to the Series
1996/1997 ,Bonds.
190016.7
1II-3
ARTICLE IV
CUSTODY AND APPLICATION OP PROCEEDS, CON'STRt1CTION POND
The Consolidated Government covenants and agrees:
Section 1. (a) ~lication of Series 1996A Bond Proceeds.
From the proceeds derived from the sale of the Series 1996 Bonds,
including accrued interest to date of delivery, the following
,paYments shall be made, simultaneously with the issuance and'
delivery of the Series 1996A Bonds, to the extent and in the manner
herein set forth:
(i) An amount of said proceeds as may be necessary, together
with moneys to be contributed by the Consolidated Government, shall,
be deposited with ,the 1996 Escrow Agent and shall be used and
applied by the 1996 Escrow Agent toward the cost of acquiring by
redemption, paYment or otherwise all of the Refunded Prior Lien
Bonds (except the Series 1987 Bonds) now outstanding in the
aggregate principal amount of ,$17,200,224 and to pay certain
expenses incident thereto, all pursuant to the terms of the 1996
Escrow Deposit Agreement. -
(ii) The accrued interest so received shall be deposited into
the Sinking Fund hereinafter created in Article V and ~redited to
the special account designated as "Debt Service Account" to be used
and applied toward the payment of interest on the Series 1996A
Bonds coming due on April 1, 1997.
(iii) The amount of proceeds received allocable to capitalized
interest, shall be deposited in~o the Capitalized Interest Fund to
be used and applied toward the payment of the interest on the
Series 1996A Bonds coming due on April 1, 1997, October 1, 1997,
April 1, 1998 and October 1, 1998.
(i v) The premium for any Reserve Account Surety Bond for
deposit into the Sinking Fund and credited to the special account
designated,as "Debt Service Reserve Account" to fund the Reserve
Requirement for the Series 1996A Bonds shall be paid to the Reserve
Account Surety Bond Provider of such Reserve Account Surety Bond.
(v) The premium for any Credit Facility insuring the payment
of the principal of and interest on the Series 1996A Bonds shall be
paid to the Credit Facility Provider of such Credit Facility.
(vi) The Consolidated Government shall retain such amount as
shall be necessary to be used and applied toward the payment of
fees, charges and expenses incurred in connection with the issuance
and delivery of the Series 1996A Bonds. '
190016.7
IV-1
(vii) The balance of the proceeds derived from the sale of the
Series 1996A Bonds shall be deposited into the Construction Fund
hereinafter described.
(B) ApplieatioD of Series 1996B Bond Proeeeds. From the
proceeds derived from the sale of the Series 1996B Bonds, including
accrued interest to date of delivery, the following payments shall
be made, simultaneously with the issuance and delivery of the
Series 1996B Bonds, to 'the extent and in the manner herein set
forth:
(i) An amount of said proceeds as may be necessary', together
with moneys to be contributed by the Consolidated Government, shall
be deposited with the 1996 Escrow Agent and shall be used and
applied by the 1996 Escrow Agent toward the cost of acquiring by
redemption, payment or otherwise all of the Series 1987 Bonds now
outstanding in the aggregate principal amount of $2,924,591.75 and
to pay certain expenses incident thereto, all pursuant to the terms
of the 1996 Escrow Deposit Agreement.
(ii) The accrued interest so received shall be deposited into
the Sinking Fund hereinafter created in Article V and credited to
the special account designated as "Debt Service Account" to be used
and applied toward the payment of interest on the Series 1996B
Bonds coming due on April 1, 1997.
(iii)- The premium for any Reserve Account, Surety Bond for
deposit into the Sinking Fund and credited to the special account
designated as "Debt Service Reserve Account" to fund the Reserve
Requirement for the Series 1996BBonds shall be paid to the Reserve
Account Surety Bond Provider of such Reserve Account Surety Bond.
(iv) The premium for any Credit Facility insuring the payment
of the principal of and interest on the Series 1996B Bonds shall be
paid to, the Credit Facility Provider of such Credit Facility.
(v) The balance of the proceeds shall be retained by the
Consolidated Government shall retain and used and applied toward
the payment of fees, charges and expenses incurred in connection
with the issuance and delivery of the Series 1996B Bonds.
Section 2. Application of Series 1997 Bond Proceeds. From
the, proceeds derived from the sale of the Series 1997 Bonds,
including accrued interest to date of delivery, the following
payments 'shall be made, simultaneously with the issuance and
delivery of the Series 1997 Bonds, to the extent and in the manner
herein set forth:
(a) An amount of said proceeds as may be necessary, together
with moneys to be contributed by the Consolidated Government, shall
be deposited with the 1997 Escrow Agent and shall be used and
applied by the 1997 Escrow Agent toward the cost of acquiring by
IV-2
190016.7
redemption, payment or otherwise all of the Prior Lien Bonds now
outstanding in the aggregate principal amount of $6,220,000, all
pursuant to the terms of the 1997 Escrow Deposit Agreement.
(b) The accrued interest so received shall be deposited into
the Sinking Fund hereinafter created in Article V and credited to
, the special account designated as "Debt Service Account" to be used
and applied toward the paYment of interest on the Series 1997 Bonds
coming due on April 1, 1997.
(c) The premium for, any Reserve Account Surety Bond for
deposit into the Sinking Fund and credited to the special account
designated as "Debt Service Reserve Account" to fund the Reserve
Requirement for the Series 1997 Bonds shall be paid to the Reserve
Account Surety Bond Provider for such Reserve Account Surety Bond.
(d) The premium for any Credit Facility insuring the paYment
of the principal of and interest on the Series 1997 Bonds shall be
paid to the Credit Facility Provider of such Credit, Facility.
(e) The balance of the proceeds shall be retained by the
Consolidated Government to be used and applied toward the paYment
of fees, charges and expenses incurred in connection with the
issuance and delivery of the Series 1997 Bonds.
Section 3. Construetion Fund.
(a) A special fund is hereby created and designated "Richmond
County Water and Sewerage System Construction Fund,--1996" (the
"Construction Fund"), for the credit of which there shall be
deposited with the Construction Fund Depository all of the
remaining proceeds derived from the sale of the Series 1996A Bonds,
after complying with the provisions of Section 1 of this Article
IV, and any other funds acquired for this purpose by gift,
donation, grant or otherwise.
(b) The additions to, extensions, improvements and equipping
of the System shall be accomplished in accordance with, or
substantially in accordance with, the Engineering Report, which is
duly recorded in the Minute Book of the Consolidated Government,
said Minute Book being kept in the office of the Clerkqf the
Commission and the Engineering Report, by this reference thereto,
is incorporated herein and made a part hereof.
(c) The moneys in the Construction Fund'shall be held by the
Construction Fund Depository and withdrawn and applied in
accordance with, or substantially in accordance with, the
Engineering Report and subject to the provisions and restrictions
set forth in this Article, and the Consolidated Government will not
cause or permit to be paid'from the Construction Fund any sums
, except in accordance with, or substantially in accordance with, the
Engineering Report. and in accordance with such provisions and
190016.7
IV-3
restrictions; provided, however, that any moneys in the
Construction Fund not presently needed for the paYment of current
obligations during the course of construction, as properly
certified by the, Consulting Engineers, may be invested in such
securities as authorized pursuant to Code Section 36-82-7 of the
Official Code of Georgia Annotated, as amended, upon passage of a
resolution of the governing body to that effect and proper evidence
of the same being delivered to the Construction Fund Depository.
Any such securities shall be held by the Construction Fund
Depository for the account of the Construction Fund until maturity
or until sold, and at maturity or upon such sale, the proceeds
received therefrom, including interest income andpremiurn, if any,
shall be immediately deposited into the Construction Fund and shall
be disbursed in the manner and for the purposes hereinafter set
forth.
(d) Withdrawals from the Construction Fund may be made for
the purpose of paying the cost of the undertaking herein
contemplated, including the purchase of such property and equipment
as may be useful in connection therewith, and without intending
thereby to limit or restrict or to extend any definition of such
cost contained in the Revenue Bond Law, as amended and as it may
hereafter be amended, shall include: (i) the cost of indemnity and
fidelity bonds either to secure deposits in the Construction Fund
or to insure the faithful completion of any contract pertaining to
said improvements; (ii) any taxes or any charges lawfully levied or
assessed against the undertaking; (iii) fees and expenses of
Consulting Engineers for engineering studies, surveys and
estimates, and the preparation of plans and supervising the
construction; (iv) legal expenses and fees and all other items of
expense not elsewhere in this Section specified incident to said
undertaking; (v) paYments made for labor, contractors, builders and
materialmen in connection with the improvements contemplated by the
undertaking and paYment for machinery and equipment and for the
restoration of property damaged or destroyed in connection
therewith and the repayment of advances or loans made for the
purpose of paying any of the aforementioned costs; (vi) the cost of
acquiring by purchase, and the amount of any award or final
judgment in any proceeding to acquire by condemnation, lands and
rights of way necessary for the improvements and appurtenances in
connection therewith, and options and paYments thereon, and any
easements or rights or any damages incident to or resulting from
the making of such improvements; and (vii) to reimburse the
Consolidated Government for the advance paYment of costs pertaining
to the undertaking now contemplated as set forth in the Engineering
Report prior to the receipt of the proceeds ,derived from the sale
of the Series 1996 Bonds. '
, (e) All paYments fro~ the Construction Fu~d shall be made
upon checks signed by the officers of the Consolidated Government
properly authorized to sign in its behalf, but before they shall
sign any such checks there shall be filed with the Construction
IV-4
190016.7
Fund Depository: (i) a requisition for such paYment (the above-
mentioned checks may be deemed a requisition for the purpose of
this Section), stating each amount to be paid and the name of the
person, firm or corporation to whom paYment thereof is, due; and
(ii) a certificate attached to the requisition and certifying: (1)
that an obligation in the stated amount has been incurred, and that
the same is a proper charge against the Construction Fund and has
not been paid, specifying the purpose and circumstances of such
obligation in reasonable detail and to whom such obligation is
owed, accompanied by the bill or statement of account for such
obligation, or a copy thereof; (2) that they have, no notice of any
vendor's, mechanic's or other liens or rights to liens, chattel
mortgages, conditional sales contracts or any security interest,
which should be satisfied or discharged before such paYment is
made; and (3) that such requisition contains no item representing
paYment on account or any retained percentages which the
Consolidated Government is" at the date of such certificates,
entitled to retain; and (iii) no requisition for paYment shall be
made until the Consolidated Government has been furnished with a
proper certificate of the Consulting Engineers that insofar as such,
obligation was incurred for work, materials, supplies or equipment
in connection with the undertaking, such work was actually
performed or such materials, supplies or equipment were actually
installed in or about the construction or delivered at the site of
the work for that purpose,~
(f) No certificate of said Consulting Engineers shall be
required for the Consolidated Government to make paYments for the
costs and expenses incurred pursuant to Section 3 (d) of this
Article and not subject 'to the supervision of said Consulting
Engineers.
Section 4. Other proj eet Covenants. The Consolidated
Government will do all things, and take all re~sonable and prudent
measures, necessary to effect the completeness of the construction
program and to expend the moneys deposited in the Construction FUnd
as ,expeditiously as possible in order to assure the completion of
the project, in accordance with, or substantially in accordance
with, the Engineering Report, on the earliest practicable date, and
will indemnify itself against the usual hazards incident to the
construction of an undertaking of this type, and without in any way
limiting the generality of ~he foregoing, agrees to: (a) require
each construction contractor, and each subcontractor to furnish a
letter of credit, bond, or bonds" of such type and in ,amounts
adequate to assure the faithful performance of their contracts and
the paYment of all bills and claims for labor and material arising
by virtue of such contract; and (b) require each construction,
contractor or the subcontractor to maintain at all times until the
completion and acceptance of the undertaking adequate compensation
insurance for all of their employees and adequate public liability
and property damage insurance for the full and complete protection
of the Consolidated Government from any and all claims of every
190016.7,
IV-S
kind and character which may arise by virtue of the operations
under their contracts, whether such operations be by themselves or
by anyone directly or indirectly for them, or under their control.
Section 5. Availability of Re~isitions and Certifi~ates.
(a) All requisitions and certificates required by this'
Article shall be retained either by the Construction Fund
Depository or by the Consolidated Government, subject at all times
to inspection by an officer of the Consolidated Government, the
Consulting Engineers and the duly authorized Representative of the
original purchaser of the Series 1996 Bonds issued hereunder.
(b) When the additions and improvements to the System shall
have been completed, such fact shall be evidenced by a certificate
from the Consulting Engineers stating the date of completion, and
should there then be any balance in the Construction Fund, such
balance, unless otherwise provided, shall be paid into the special
account designated as, Debt Service Account held within the Sinking
Fund created in Article V hereof.
Section 6. Creation of Capitalized :Interest Pundl Use o~
Mon~s in C~italized :Interest Fund. There is hereby created by
the Consolidated Government a fund designated "Richmond County
Water and Sewerage System Capitalized Interest FundR (the
"Capitalized Interest FundR). There shall be paid into the
Capitalized Interest Fund such ,amount from the proceeds of the sale
of the Series 1996A Bonds allocable to capitalized interest. Such
moneys shall be transferred to the Debt Service Account held within
the Sinking Fund and used to pay interest coming due on the Series
1996A Bonqs on April 1, 1997, October 1, 1997, April 1, 1998 and
October 1, 1998.
190016.7
IV-6
ARTICLE V
REVENUES AND, FONDS
The Consolidated Government covenants and agrees:
, Section 1. Piscal Year. The System is now being and will
continue to be operated on a Fiscal Year basis ending December 31;
however, should it be deemed advisable at some later date to change
the Fiscal Year, same may be done by the adoption of proper
proceedings to that effect. '
Section 2. Plow of Punds. Commencing with the month in which
the Series 1996 Bonds are actually issued and delivered, all
revenues arising from the ownership or operation of the System and
properties in connection therewith as then existent and as
thereafter added to, extended and improved shall be collected by
the Consolidated Government or by its agents or employees and
deposited promptly with the depository to the credit of a special
fund which is hereby created and designated as "Richmond County
Water and Sewerage System Revenue Fund--1996" (the "Revenue Fund")
and the Consolidated Government shall continue to maintain the
'Revenue, Fund separate and apart from its other funds so long as the
Series 1996/1997 Bonds and any future issue or issues of Additional
Bonds therewith hereafter issued are outstanding and unpaid or
until provision shall have been duly made for the paYment thereof.
Said revenues shall be disbursed from the Revenue Fund to the
extent and in the following manner, and order:
1. Costs of County's System. As long as the Prior Lien
Bonds are outstanding, there shall first be paid from the
Revenue Fund the Expenses of Operation and Maintenance
allocable to the County's System.
2. Sinking Fund No.1. As long as the Prior Lien Bonds
, are outstanding, after there have been paid from the Revenue
Fund the payments required or permitted to be made pursuant to
the foregoing paragraph 1, there shall next be paid from the
Revenue Fund into Sinking Fund No. 1 at the times set forth in
the Prior Lien Resolutions the amounts set forth in the Prior
Lien Resolutions. Upon the issuance of the Series 1997 Bonds
and the deposit into the 1997 Escrow Fund of adequate moneys
sufficient to acquire by redemption, paYment or otherwise of
the Prior Lien Bonds, (i) the Prior Lien Resolutions shall no
longer be of any force and effect, (ii) the, Consolidated
Government shall no longer be required to make" the payments
into Sinking Fund No. 1 described in this paragraph 2 of this
Section 2, (iii) the Expenses of Operation and Maintenance of
the System shall be paid without preference or priority as to
the County's System or the City'S System, from the Revenue
Fund pursuant to paragraph 3 of this Section 2, and (iv) the
"Richmond County Water, and Sewerage Sinking Fund No.2,"
190016.7
V-1
hereinafter described in paragraph 4 of this Section 2, shall
be redesignated the "Richmond County Water and Sewerage
S inking Fund."
3. Costs of th~ Remaining Portion of the System. After
there shall have been paid from the Revenue Fund the ,sums
required or permitted to be paid pursuant to the foregoing,
there shall next be paid from the Revenue Fund the Expenses of
Operation and Maintenance allocable to the remaining portion
of the System.
4. Sinking Fund No.2. After there shall have been paid
from the Revenue Fund the sums required or permitted to be
paid pursuant to the foregoing, there shall next be paid from
the Revenue Fund into the special fund which is hereby created
and designated as "Richmond County Water and Sewerage System
Sinking Fund No.2" (the "Sinking Fund")" and which shall
contain two accounts, one of which is hereby created and
designated as "Debt Service Account" and the other of which is
hereby created and designated as "Debt Service Reserve Account"
(the "Reserve Account"), the following amounts:
(a) Commencing with the month in which the Series
1996 Bonds are actually issued and delivered and, taking
into consideration the moneys then on hand and the moneys
to be deposited therein simultaneously with the issuance
and delivery of the Series 1996 Bonds, 'there shall be
deposited into the Debt Service Account for the purpose
of paying the principal of and interest on the Series
1996 Bonds as same become due and payable, either at
maturity or by proceedings for mandatory redemption, in
the then current Sinking Fund Year, substantially equal
monthly payments from December, 1996 to September, 1997,
inclusive, in amounts sufficient to pay the interest on
the Series 1996 Bonds coming due on April 1, 1997 and the
principal of and interest on the Series 1996 Bonds coming
due on October 1, 1997 and commencing with the month of
October, 1997 from month to month thereafter an amount
equal to one-sixth of the interest on the Series 1996
Bonds coming due on the next ensuing Interest Payment
Date and, 'one-twelfth of the principal on the Series 1996
Bonds coming due on the next ensuing principal payment
date, such aggregate monthly payments to continue from
month to month until sufficient funds are on hand in the
Sinking Fund to pay all of the outstanding Series 1996
Bonds as same mature or are acquired by mandatory
redemption and the interest which will become due and
payable thereon.
(b) Commencing with the month in which the Series
1997 Bonds are actually issued and delivered and, taking
into consideration the moneys then on hand and the moneys
190016.7
V-2
190016.7
to be deposited therein simultaneously with the issuance
and delivery of the Series 1997 Bonds, there shall be
deposited into the Debt Service Account for the purpose
of paying the principal of and interest on the Series
1997 Bonds as same become due and payable, either at
maturity or by proceedings for mandatory redemption, in
the then current Sinking Fund Year, substantially equal
monthly paYments from the month of issuance of the Series
1997 Bonds to September 1997, inclusive, in amounts
sufficient to pay the interest on the Series 1997 Bonds
coming due on April 1, 1997 and the principal of and
interest on the Series 1997 Bonds coming due on October
1, 1997 and commencing with the month of October, 1997
and from month to month thereafter an amount equal to
one-sixth of the interest on the Series 1997 Bonds coming
due on the next ensuing Interest PaYment Date and one-
twelfth of the principal on the Series 1997 Bonds coming
due on the next ensuing principal _ paYment date, such
aggregate monthly payments to continue from month to
month until sufficient funds are on hand in the Sinking
Fund to pay all of the outstanding Series 1997 Bonds as
same mature or are acquired by mandatory redemption and
the interest which will become due and payable thereon.
(c) Upon the issuance of the Series 1996 Bonds and
the Series 1997 Bonds, the Consolidated Government shall
purchase a Reserve Account Surety Bond for the credit of
the Reserve Account. With respect to the issuance of
Additional Bonds, there shall be deposited into the
Reserve Account such amount, 'if any, as may be required
to create in the Reserve Account a reserve equal to the
Reserve Requirement upon the date of issuance of any
Additional Bonds. The Reserve Account shall be
maintained for the purpose of paying the principal of and
interest on the Series 1996/1997 Bonds and any Additional
Bonds falling due in any year as to which there would
otherwise be a' default and if money is taken from the
Reserve Account for the paYment of such principal and
interest, the money so taken shall be replaced in the
Reserve Account,from the first moneys in the Revenue Fund
thereafter available and not required to be used for
Expenses of' Operation and Maintenance of the System and
not required to be paid into Sinking Fund No. 1 and the
Debt Service Account as hereinabove provided in this
subparagraph 4(a).
(d) All sums required to be paid to comply with the
provisions ot subparagraphs (a), (b) and (c) above shall
be paid on or before the 25th day of the month in which
the paYment is due, and if, in any month, for any reason,
the full amount herein required to be paid in such month
V-3
shall not be paid into the Sinking Fund, any deficiency
shall be added to and shall become a part of the amount
required to be paid into the Sinking Fund in the next
succeeding month; provided, however, the Consolidated
Government covenants and agrees that in the event it
hereafter elects to issue Additional Bonds, pursuant to
the provisions of this Resolution, the above stated
paYments into the Sinking Fund will be increased to the
extent necessary to pay the principal of and interest on
the Series 1996/1997 Bonds and on any Additional Bonds
therewith then outstanding and on the proposed Additional
Bonds to be issued coming due, either at maturity or by
proceedings for mandatory redemption, in the then current
Sinking Fund Year and to create upon the issuance of the
bonds to be issued and"thereafter maintain a reserve for
that purpose in an amount at least equal to the Reserve
Requirement on the then outstanding Series 1996/1997
Bonds, any outstanding Additional Bonds and on the
proposed Additional Bonds to be issued.
All Pledged Revenues immediately shall become subject to a lien to
secure the paYment by the Consolidated Government of the amounts
herein agreed to be paid; and the Consolidated Government hereby
pledges such Pledged Revenues and hereby covenants and agrees that
the Pledged Revenues are hereby pledged to the extent necessary to
secure the paYment by the Consolidated Government of the amounts
herein agreed to be paid with respect to the Series 1996/1997 Bonds
and any Additional Bonds and that the lien of this pledge shall be
junior and subordinate to the lien thereon created under the Prior
Lien Resolutions until such time as the proceeds of the Series 1997
Bonds are deposited with the 1997 Escrow Agent pursuant to the 1997
Escrow Deposit, Agreement in an amount sufficient to defease, in
full, the Prior Lien Bonds and such pledge shall be valid and
binding against the Consolidated Government and against all other
parties and against all claims of any kind against the Consolidated
Government, whether arising in tort, contract or otherwise,
irrespective of whether or not such parties have notice hereof.
upon deposit of the proceeds of the Series 1997 Bonds with the 1997
Escrow Agent in an amount sufficient to defease, in full, the Prior
Lien Bonds, the Prior Lien Resolutions shall be null and void and
of no further force and effect and no paYments s~all be required
from the revenues of the System pursuant to Article V, Section 2,
paragraphs (1) and (2) of this Resolution.
S. Debt Service Reserve Account. In the event a withdrawal
of moneys is made from the Reserve Account or any draw is made upon
any Reserve Account Surety Bond held within the Reserve Account for
the payment of principal of or interest on the Series 1996/1997
Bonds, the first moneys available in the Revenue Fund and not
required to pay Expenses of Operation and Maintenance, not required
to be used to make payments into Sinking Fund No. 1 and not
required to make the monthly payments into the Debt Service Account
190016.7
V-4
as hereinabove provided, shall be immediately paid into the Reserve
Account or paid to the Reserve Account Surety Bond Provider as
hereinafter described until the amount on deposit in the Reserve
Account after payments of any amounts payable under the succeeding
sentence equals the Reserve Requirement; provided, however, such
paYments will in any event be,at least sufficient to restore the
Reserve Account to its proper balance within 12 months after the
date upon which money is taken from the Reserve Account or the date
upon which a draw on any Reserve Account Surety Bond is made. In
the event of a draw down on any Reserve Account Surety Bond, the
Consolidated Government shall on a pro rata basis make (I) all
payments (if any) into the Reserve Account necessary to' restore the
amount of cash or securities, if any, on deposit, therein
immediately prior to such draw and (2) make all payments to any
Reserve Account Surety Bond Providers as a repayment of such draw
down (such payments to be made on a pro rata basis to each Reserve
Account Surety Bond Provider based upon the amount drawn and not
reimbursed under each Reserve Account Surety .Bond in the event
there is ever more than one Reserve Account Surety Bond issued),
and (3) upon making full repayment to any Reserve Account Surety
Bond Provider, shall thereafter make payments into the Reserve
Account, to the extent that the then applicable Reserve Requirement
exceeds the aggregate of the amount available to be drawn on a
Reserve Account Surety Bond and the amoune of cash or securities,
if any, on deposit therein immediately prior to such draw.
Repayment ,or any draw- down on the Reserve' Account Surety Bond
(other than repayments which reinstate the Reserve Account Surety
Bond) and any interest or fees due the Reserve Account Surety Bond
Provider under such Reserve Account Surety Bond shall be secured by
a lien on the Pledged Revenues subordinate to payments into the
Debt Service Account, the Reserve Account and payments to any
Credit Issuer securing the Series 1996/1997 Bonds and any
Additional Bonds.
Any such Reserve Account Surety Bond shall be pledged to the
benefit of the owners of all of the Series 1996/1997 Bonds and any
Additional Bonds. The Consolidated Government reserves the right,
if it deems it necessary in order to acquire such a Reserve Account
Surety Bond, to amend the Resolution without the ,consent of, any of
the owners of the Series, 1996/1997 Bonds and any Additional Bonds
in order to grant the Reserve Account Surety Bond Provider such
additional rights as it may demand, provided that such amendment
shall not, in the written opinion of Bond Counsel filed with the
Consolidated Government, impair or reduce the security granted to
the owners of the Series 1996/1997 Bonds and any Additional Bonds
or any of them.
It is expressly provided, however, that if on the 2nd day of
October in any year' there are on deposit in the Debt Service
Account of the Sinking Fund any money and securities, same shall be
withdrawn therefrom and immediately deposited into the Revenue
Fund. It is expressly provided further, however, that if on the
190016.7
v-s
2nd day of October in any year there are on deposit in the Reserve
Account of the Sinking Fund moneys and securities (such securities
to be valued at their market value plus accrued interest thereon to
October 2nd) the aggregate amount of which, together with the
amounts available under any Reserve, Account Surety Bond, is in
excess of the then required Reserve Requirement, such excess moneys
shall be withdrawn from the Sinking Fund and immediately deposited
into the Revenue Fund. The calculation and determination of such
excess amount in accordance with this provision shall be the
responsibility of' the chief financial officer of the Consolidated
Government and such firiancial,officer shall notify the Sinking Fund
Custodian and make or cause to be made any transfer of funds
required pursuant to the provisions of this sUbparagraph.
The Consolidated Gqvernment may at any time fulfill any
portion of its obligation to fund the Reserve Account by depositing
in the Reserve Account a Reserve Account Surety Bond payable on any
interest and/or principal paYment date in an amount equal to any
portion of the reserve requirement then required to be maintained
within the Reserve Account. Before any such Reserve Account Surety
Bond is substituted for cash or deposited in lieu of cash within
the Reserve Account, '(A) there shall be filed with the Consolidated
Government and the Sinking Fund Custodian (i) an opinion of
nationally recognized bond counsel to the effect that such
substitution will not adversely affect the exclusion of interest on
the Bonds from gross income for federal income tax purposes; (ii)
a certificate of Moody'S or Standard & Poor's, whichever rating
agency maintains a rating on the outstanding Bonds, to the effect
that (a) if the issuer(s) of the Reserve Account Surety Bond were
insuring paYment of principal and interest on the Bonds to which
the Reserve Account relates, such Bonds would receive the highest
rating available from such rating agency (or any similar rating
agency then in existence) and (b) that the substitution of such
Reserve Account Surety Bond for cash within the Reserve Account
will not, in and of itself, result in a reduction of the ratings
issued for the Series 1996/1997 Bonds or any Additional Bonds
outstanding, and (iii) a copy of the Reserve Account Surety Bond
issued to fulfill the Consolidated Government's obligation to fund
the Reserve Account together with an opinion of counsel
satisfactory to the Sinking Fund Custodian to the effect that the
Reserve Account Surety Bond is valid and enforceable in accordance
with its terms, (B) the Consolidated Government shall not secure
any obligation to the Reserve Account Surety Bond Provider by a
lien equal to or superior to the lien granted to the related series
of Bonds; (C) the Reserve. Account Surety Bond shall permit a,
drawing by the Consolidated Government for the full stated amount
in the event (i) the Reserve Account Surety Bond expires or
terminates for any reason prior to the final maturity of the
related series of Bonds, arid (ii) the Consolidated Government fails
to satisfy the Reserve Requirement by the deposit to the Reserve
Account of cash, obligations, a sUbstitute Reserve Account Surety
Bond, or any combination thereof, on or before the date of such
190016.7
V-6
expiration or termination; (D) if the rating issued by the Rating
Agency to the Reserve Account Surety Bond Provider is withdrawn or
reduced below the rating assigned to that of the related series of
Bonds immediately prior to such action by the Rating Agency, the
Consolidated Government shall provide a sUbstitute Reserve Account
Surety Bond within 60 days after such rating change, and, if no
substitute Reserve Account Surety Bond is obtained by such date,
shall fund the Reserve Requirement in not more than 24 equal
monthly paYments commencing not later than the first day of the
month immediately succeeding the date representing the end of such
60 day period; and (E) if the Reserve Account Surety Bond Provider
commences any insolvency proceedings or is determined, to be
insolvent or fails to make paYments when due on its obligations,
the Consolidated Government shall provide a, sUbstitute Reserve
Account Surety Bond within 60 days thereafter, and, if no
substitute Reserve Account Surety Bond is obtained by such date,
shall fund the Reserve Requirement in not more than 24 equal
monthly paYments commencing not later than the first day of the
month immediately succeeding the date representing the end of such
_60 day period. If the events described in either clauses (D) or
(E) above occur, the Consolidated Government shall not relinquish
the Reserve Account Surety Bond at issue until after the Reserve
Requirement is fully satisfied by the provision of cash,
obligations, or a substitute Reserve Account Surety Bond or any
combination thereof. Each such Reserve Account Surety Bond shall
be unconditional and irrevocable and shall provide liquidity for
the life of the Bonds with respect to which the Reserve Account
Surety Bond is purchased and, if the Reserve Account Surety Bond is
purchased with respect to more than one issue of Bonds hereunder,
then for the term of the Bonds for which it was purchased. So long
as the balance of the Reserve Account equals the Reserve Account
Requirement on the Series 1996/1997 Bonds and any Additional Bonds,
any reimbursement agreement entered into between the Consolidated
Government and any such Reserve Account Surety Bond Provider may
provide that the Consolidated Government will be obligated to repay
such provider an amount equal to any drawdown on the Reserve
Account Surety Bond plus a market rate of interest over a specified
period of time not t9 exceed three years but such obligation shall
be junior and subordinate in right of payment to all outstanding
Bonds.
6. Utility General Fund. After there have been paid from the
Revenue Fund in each month all amounts required or permitted to be
paid as provided herein, all moneys remaining in the Revenue Fund
shall be paid at the end of each month into the special fund which
is hereby created and designated the "Richmond County Water and
Sewerage System Utility General Fund" (the "Utility General Fund").
Except as set forth below, expenditures shall be made from the
Utility General Fund only for the purpose of: (a) paying principal
of and/or interest on, or Compounded Amounts (as defined in the
Prior Lien Resolutions) with respect to, all of the Prior Lien
Bonds, the Series 1996/1997 Bonds and any Additional Bonds then
V-7
190016.7
SENT BY;ATLANT~ G~
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e
outstanding and falling due at any time for the payment of which
money is not available in the sinking Fund securing the payment of
same: prov ided, however, no moneys shall be usea to pay the
principal of or interest on the Series 1996/1997 Bonds or any
Additional Bonds unless Sinking Fund No. 1 is at its proper
balance; (b) making paymeftts into Sinking Fund No. 1 and the
Sin~ing Fund in the amounts required in order to accumulate and
maintain the Reserve Accounts created therein at their respective
proper balances; provided, however, no monQYs shall be deposited
into the Sinking Fund unless sinking Fund No. 1 is at its proper
balance; (c) paying such expenses as may be necessary to alleviate
or remove the effects of an emergency having a major impact on the
System caused by some extraordinary occurrence which makes it
necessary to use the funds of the System, to the extent that moneys
on deposit in the Revenue Fund are insufficient to meet such
emergencies: (d) paying Expenses of Operation and Maintenance for
which moneys are not available in the Revenue Fundr (e) making
replacements, additions, extensions and improvements and a,cquiring
equipment and paying the cost of any engineering studies, surveys
or plans and specifications pertaining to the future development or
expansion of the system deemed to be reasonable and in the best
interest of the Consolidated Government and the holders of the
Bonds and the Prior Lien Bonds; (f) payment of the charges of the
utility General Fund Depository for investment services: and
(g) paying to any Reserve Account Surety Bond Provider interest on
amounts drawn under such Reserve Account Surety Bond. The
Consolidated Government ,shall maintain at all times a minimum
balance' in the utility General Fund equal to the li!aeer of
$2,500,000 or 5 percent of the Operating Revenues of the system for
the immediately preceding Fiscal Year. The Consolidated Government
may wit.hdraw amounts not exceeding the following amounts from the
utility General Fund and use such amounts for any lawful corporate
purpose, provided further that the requir~d payments into sinking
Fund No. 1 and the Sinking Fund and each of the accounts therein
have been made and that the required minimum balance is on deposit
in the utility General Fund: (a) $558,335 per month in Fiscal Year
1996; (b) $5,200,000 in Fiscal Year 1997; (c) $3,700,000 in Fiscal
Year 1998; (d) $2,500,000 in Fiscal Year 1999 and (e) $1,000,000 in
each succeeding Fiscal Year.
It is expressly provided, however, that should bonds be
hereafter issued ranking as to lien on the Pledged Revenues junior
and subordinate to the lien- securing the payment of the series
1996/1997 Bonds authorized to be issued hereunder, including any
issue or issues of Additional Bonds hereafter issued, then such
payments into the utility.Ceneral Fund as provided in Paragraph 6
of this Section may be suspended and such moneys shall be available
to the extent necessary to pay the principal of and interest on
such junior lien bonds and to create and maintain a reasonable
190016.7
v-a
'reserve therefor and such moneys may be allocated and pledged for
that purpose.
Section 3. Schedule of Rates. Pees and Cll&rges.The
Consolidated'Government has placed into effect a schedule of rates,
fees and charges for the services, facilities and commodities
furnished by the System and as often as it shall appear necessary
the Consolidated Government shall revise and adjust such schedule
of rates, fees and charges for either water or sewerage services
and facilities, or both, to the extent necessary to produce funds
sufficient to operate and maintain the System on a sound business-
like basis and to create and maintain the Sinking Fund as herein
provided and produce Pledged Revenues (excluding Investment
Earnings, if any, on the Construction Funds created under this
, Resolution or the Prior Lien Resolutions) equal to 1.1 times the
amount required to discharge the paYment of the principal of and
the interest on the Series 1996/1997 Bonds and any future parity
issues as the same become due and payable in the then current
Sinking Fund Year, either at maturity or by proceedings for,
mandatory redemption but in no event, however, will said amount be
less than that required to create and maintain the Debt Service
Account held within Sinking Fund No.1, and the Debt Service
Reserve Account held within Sinking Fund No. 1 as required by the
Prior Lien Resolutions and the Debt Service Account and the Reserve
Account as required by this Resolution, and to create and maintain
a reserve therefor in the amount as required herein or such larger
amounts as may be required in any 'proceedings authorizing any such
issue or issues of Additional ,Bonds, as well as to create and
maintain a reserve for extensions and improvements to the System.
The rates, fees' and charges shall be classified in a
reasonable manner to cover users of the services and facilities
furnished by the System so that as near as practicable such rates,
fees and charges shall be uniform in application to all users
falling within any reasonable class. No free services shall at any
time be furnished from the System and it will undertake within its
health powers or such other applicable powers now or hereafter
provided by law, to require the owners of all improved property
abutting any water line or sewerage line to connect with the
System. No customer shall be connected to the System or served by
the Consolidated Government without a proper meter having been'
first installed. All services shall be furnished in accordance
with rates now or hereafter established, including services
furnished to any county, municipal corporation or other public
board or body.
In the event the Consolidated Government shall fail to adopt
a schedule or schedules of rates, fees and charges, or to revise
its schedule or schedules of rates, fees and charges, in accordance
with the provisions of this Section, any Bondholder without regard
to whether any Event of Default, as defined in Article VIII of this
Resolution, shall have occurred, may institute and prosecute in any
190016.7
V-9
court ,of competent jurisdiction, an appropriate action to compel
the Consolidated Government to adopt a schedule or schedules of
rates, fees and charges, or to revise its schedule or, schedules of
rates, fees and charges in accordance with the requirements of this
Section.
Section 4. Transfer from Revenue Fund. All transfers from
the Revenue Fund and all paYments from said Revenue Fund shall be
made by checks or wire transfers authorized by the proper officers
of the Consolidated Government duly authorized for such purpose.
Section 5. Sinking Pund Custodian. The Sinking Fund herein
provided shall be kept as a trust account in a bank separate from
other deposits of the Consolidated Government, said bank to be
designated as "Sinking Fund CUstodian," and is hereinafter named in
Article VI hereof and it shall comply with all of the applicable
provisions of this Resolution.
Section 6. Sinking Pund Disbursements. Subj ect to the terms
and conditions set forth in this Resolution, moneys in the Sinking
,Fund shall be disbursed for', (a) the payment of the interest on the
Series 1996/1997 Bonds secured hereby as such interest becomes due
and payable; (b) the payment of the principal of the Series
1996/1997 Bonds secured hereby as same becomes due and payable,
either at maturity or by proceedings for mandatory redemption; (c)
the optional redemption of Series 1996/1997 Bonds secured hereby
before maturity at the price and under the conditions provided
therefor in Article III hereof; (d) the purchase of Series
1996/1997 Bonds in the open market; provided, however, the price
paid shall not exceed the authorized call price; (e) the transfer
of excess moneys, if any, in the Sinking Fund (as described in the
second paragraph of subparagraph (c) of Section 4 of this Article
V) to the Revenue Fund; (f) the paYment of charges for paying the
Series 1996/1997 ,Bonds and interest thereon and the charges for the
registration of the Series 1996/1997 Bonds secured hereby ,and their
transfer or exchange in accordance with the terms thereof; and (g)
the paYment of any charges for investment services. '
Moneys in the Sinking Fund not' immediately required to pay the
interest falling due on April 1, and not immediately required to
pay the principal and interest falling due on October 1 in any year
shall be held, managed, invested and reinvested by the Sinking Fund
Custodian in Permitted Investments as said CUstodian may deem in
its discretion to serve the best interest of the Sinking Fund
without the necessity for any other specific authorization from the
Consolidated Government to that effect. Any such securities so
purchased shall be held by the Sinking Fund CUstodian in trust
until paid at maturity or sold, and all income - or increments
therefrom shall be immediately deposited to the credit of the
Sinking Fund. The moneys in the Sinking Fund and all securities
held in and for said Sinking Fund, and all income and increments
,190016.7
V-10
therefrom are hereby pledged to and charged with the payments
mentioned in this Section.
Section 7. Investment of Maneys in the Utili~ General Fund.
Moneys in the Utility General Fund, not immediately needed for the
purposes set forth in Paragraph 6 of Section 2 of this Article, may
be invested in Permitted Investments upon passage of a resolution
of the governing body to that effect and proper evidence of same
being delivered to the Utility General Fund Depository. Any such
securities so purchased shall be held by the Utility General Fund
Depository in trust until paid at maturity or sold, and all income
or increments therefrom shall be immediately deposited to the
credit of the Utility General Fund. The money~ in the Utility
General Fund and all securities held in and for the Utility General
Fund, ,and all income and increments therefrom are hereby pledged to
and charged with the paYments set forth in Paragraph 6 of Section
2 of this Article.
Section 8. Refunding Bonds. Any or all of the Series
1996/1997 Bonds and Additional Bonds may be refunded at maturity,
upon redemption in accordance with their terms, or with the consent
of the owners of such Bonds, and the refunding Bonds so issued
shall constitute Additional Bonds, if:
(a) The Consqlidated Government shall have executed
a certificate: (i) setting forth the aggregate amount of
interest and principal of the Series 1996/1997 Bonds and
Additional Bonds falling due during the ,then current
Sinking Fund Year and for each subsequent Sinking Fund
Year to and including the Sinking Fund Year of the last
maturity of any Series 1996/1997 Bonds and Additional
Bonds then outstanding (A) with respect to all Series
1996/1997 Bonds and Additional Bonds outstanding
immediately prior to the date of authentication and
delivery of such refunding Bonds and (B) with respect to
all Series 1996/1997 Bonds and Additional Bonds to be
outstanding immediately thereafter; and (ii)
demonstrating that the amount s'et forth for each Sinking
Fund Year pursuant to (i) (B) above is no greater than the
amount set forth for such Sinking Fund Year pursuant to
(i) (A) above; or
(b) The Consolidated Government shall have executed a
certificate: (i) setting forth with respect to the Bonds being
refunded by the refunding Bonds, the aggregate interest and
principal on such refunded Bonds falling due from the date
of the proposed authentication and issuance of the refunding,
Bonds to and through the final maturity date of the refunded
Bonds; (ii) setting forth with respect to the proposed
refunding Bonds, the aggregate interest and principal on such
Bonds falling due on such refunding Bonds from the date of the
authentication and delivery thereof to the final maturity of
190016.7
V-:11
the refunding Bonds; (iii) demonstrating that the amount set
forth in (ii) above is less than the amount set forth in (i)
above and (iv) demonstrating that, with respect to all Series
1996/1997 Bonds and Additional Bonds to be outstanding
immediately after the date of authentication and issuance of
the refunding Bonds, the maximum interest and principal
falling due on such bonds in any Sinking Fund Year shall not
exceed the least amount of interest and principal falling due
on such bonds in any Sinking Fund Year by more than 20
percent; or
(c) As an alternative to, and in lieu of, satisfying
the requirements of paragraphs (a) and (b), all
outstanding Series 1996/1997 Bonds and Additional Bonds
are being refunded under arrangements which immediately
result in making provision for ,the payment of the
refunded Bonds; and
(d) The requirements of section 9, paragraphs (a),
(e) and (f) are met with respect to such refunding Bonds.
section 9. Add! tional Bonds Generally. The Consol idated
Government covenants that no other bonds or obligations of any kind
or nature will hereafter be issued which are payable from or enjoy
a lien on the Pledged Revenues prior to the lien created for the
payment of the Prior Lien Bonds and the Series 1996/1997 Bonds and
any future issue or issues of Additional Bonds herein authorized to
be issued. It is expressly provided that nothing contained herein,
however, restricts the issuance of additional bonds or obligations
from time to time payable from the Pledged Revenues and secured by
a lien on the Pledged Revenues junior and subordinate to the lien
h~rein created (WSubordinate Bonds").
It is expressly provided, however, that Additional Bonds
(including refunding Bonds, which do not meet the requirements of
Article V, section 8) or obligations may be issued, from time to
time, ranking as to lien on the Pledged Revenues of the System on
a parity with the Prior Lien Bonds and the Series 1996/1997 Bonds
herein authorized to be issued, provided the following conditions
are met:
(a) The payments covenanted to be made into Sinking
Fund No. 1 and the Sinking Fund, as the same may have
been enlarged and extended in any proceedings authorizing
the issuance of any Additional Bonds, must be currently
being made in full amount as required and the Debt
Service Account and Reserve Account held within Sinking
Fund No.1, and the Debt'Service Account and the Reserve
Account held within the Sinking Fund must be at their
proper respective balances.
190016.7
V-12
(b) Except in the case of Additional Bonds issued
for refunding purposes pursuant to Article V, section 8,
there shall have been procured and filed with the
Consolidated Government (i) a report by Independent
certified Public Accountants to the effect that the
Pledged Revenues (excluding Investment Earnings, if any,
on the Construction Funds created under this Resolution
and, the Prior Lien Resolutions) for a period, of 12
consecutive months out of ,the most recent 18 consecutive
months preceding the month of adoption of the proceedings
authorizing the issuance of such Additional Bonds must
have been equal to at least 1.25 times the maximum Debt
Service Requirement for any succeeding Sinking Fund Year
on the Series 1996/1997 Bonds and any other issue or
issues of Additional Bonds therewith then outstanding and
on the proposed Additional Bonds to be issued, or in lieu
of the foregoing formula, if a new schedule of rates and
charges for the services, ,facilities and commodities
furnished by the System shall have been adopted and shall
be in effect and Independent certified Public Accountants
shall certify that had this new rate schedule been in
effect during the period described above, the Pledged
Revenues of the System would have equaled the
requirements of the above formula; or (ii) (x) a report
by Independent Certified Public Accountants to the effect
that the historical Pledged Revenues (excluding
Investment Earnings, if any, on the Construction Funds
created under this Resolution and the Prior Lien
Resolutions) for a period of 12 consecutive months out of
the most recent 18 consecutive months preceding the month
of adoption of the proceedings authorizing the issuance
, of the proposed Additional Bonds were equal to at least
1.10 times the historical Debt Service Requirement on all
Bonds (other than Subordinate Bonds) which were
outstanding during such 12-month period, and (y) a report
by the Consulting Engineers to the effect that the
forecasted Pledged ,Revenues (excluding Investment
Earnings, if any, on the Construction Funds created under
this Resolution and the Prior Lien Resolutions) for each
Fiscal Year in the Forecast Period are expected to equal
at least 1.25 times the maximum' annual Debt service
Requirement on all Bonds (other than Subordinate Bonds)
which will be outstanding immediately after the issuance
of the proposed Additional Bonds, in the then current or
any succeeding Sinking Fund Year.
The reports by the Independent certified Publid
Accountant that are 'required by this paragraph (b) may
contain pro forma adjustments to historical Pledged
Revenues equal to 100 percent of, the increased, annual
amount attributable to any revision in the schedule of
rates, fees, and charges for the services, facilities,
190016.7
V-13
and commodities furnished by the System, imposed prior to
the date of delivery of the proposed Additional Bonds and
not fully reflected in the historical Pledged Revenues
actually received during such 12-month period. Such pro
forma adjustments shall be based upon a report of the
Consul ting Engineers as to the amount of Operating
Revenues which would have been received during such 12-
month period had the new rate schedule been in effect
throughout such 12-month period.
For the purpose of calculating the maximum Debt
service Requirements under this subparagraph (b), the
maximum annual Debt service Requirements shall be reduced
by an amount equal to any capitalized interest funded
from the proceeds of the Additional Bonds proposed to be
issued in each succeeding Sinking Fund Year for the
period for which said interest has been capitalized.
(c) An Independent Certified Public Accountant
shall certify in triplicate to the Consolidated
Government that the requirements of subparagraph (a)
above are being complied with and that the requirements
of subparagraph (b) above have been met. A copy of such
certificate shall be furnished to the Designated
Representative of the original purchasers of the
Additional Bonds herein authorized.
(d) Except wh~n Bonds are being issued solely for
the purpose of refunding outstanding revenue Bonds, the
Consul ting Engineers for the Consolidated Government
shall provide the Consolidated Government with a written
report recommending the additions, extensions and
improvements to be made to the System and stating that
same are feasible, designating in reasonable detail the
work and installation proposed to be done and the
estimated cost of accomplishing the undertaking; The
Consulting Engineers shall set forth in said report the
forecasted Pledged Revenues to be derived from the System
which will be available for debt service payments in each
of the next 10 years and shall indicate the projected
coverage of such debt service payments in each succeeding,
Sinking Fund Year. ' '
An executed duplicate original of such report of the
Consulting Engineers as required by this provision shall
be furnished to the Designated Representative of the
original purchasers of the Series 1996/1997 Bonds issued
hereunder not less than ten days before any proceedings
are taken to ,actually issue such Additional Bonds.
(e) The Consolidated Government shall pass proper
proceedings reciting that all of the above requirements
190016.7
V-14
have been met, shall authorize the issuance of the
Additional Bonds and shall,provide in such proceedings,
among other things, the date such Additional Bonds shall
'bear, the rate or rates of interest and maturity dates,
as well as the registration and redemption provisions.
Except for Additional Bonds that bear interest at a
Variable Rate, the interest on the Additional Bonds of
any such issue shall fall due on April 1 and october 1 of
each year, and the Additional Bonds shall mature in
installments on October 1, but, as to principal, not
necessarily in each year or in equal installments. Any
such proceeding or proceedings shall require the
Consolidated Government to increase the monthly payments
then being made into the sinking Fund to the extent
necessary to pay the principal of and the interest on the
Series 1996/1997 Bonds and on all such Additional Bonds
therewith then outstanding and on the proposed Additional
Bonds to be issued as same become due and payable, either
at maturity or by proceedings for mandatory redemption,
in the then current Sinking Fund Year, and to create upon
the issuance of the proposed Additional Bonds to be
issued a reserve in the Reserve Account at least equal to
the Reserve Requirement on the Series 1996/1997 Bonds and
any Additional Bonds therewith then outstanding and on
the proposed Additional Bonds to be, issued and to
maintain said reserve in an amount sufficient for that
purpose; provided, however, the Consolidated Government
may satisfy funding of the 'required reserve through the
purchase of a Reserve Account Surety Bond meeting the
requirements of the Resolution. Any such proceeding or
proceedings shall restate and reaffirm, by reference~ all
of the applicable terms, conditions and provisions of
this Resolution. If any Additional Bonds would bear
interest at a Variable Rate, the resolutiori under which
such Additional Bonds are issued shall provide a maximum
rate of interest per annum which such Additional Bonds
may bear. In connection wi th the issuance of any
Additional Bonds under the Resolution, the Consolidated
Government may obtain or cause, to be obtained one or more
Credit Facilities providing for payment of all or a
portion of the principal of, premium, if any, 'or interest
due or to become due on such Additional Bonds, providing
for the purchase of such Additional Bonds by the Credit
Issuer, or providing funds for the purchase of such
Additional Bonds by the Consolidated Government. ' In
connection therewith the Consolidated Government shall
enter into Credit Facility Agreements with such Credit
Issuers providing for, among other things, (i) the
payment of fees and expenses to such Credit Issuer for
the issuance of such Credit Facility; (ii)the terms and
conditions of such Credit Facility and the Additional
Bonds affected thereby; and (iii) the security, if any,
190016.7
V-15
to be provided for the issuance of such Credit Facility.
The Consolidated Government may, in a Credit Facility
Agreement agree to directly reimburse such Credit Issuer
for amounts paid under the terms of such Credit Facility,
together with interest thereon; provided, however, that
no Reimbursement Obligation shall be created, for
purposes of the Resolution, until amounts are paid under
such Credit Facility. Any such Reimbursement Obligation
shall be deemed to be, a part of the Additional Bonds to
which the Credit Facility relates which gave rise to such
Reimbursement obligation, and references to principal and
interest payments with respect to such Additional Bonds
shall include principal and interest (except for
Additional Interest) due on the Reimbursement Obligation
incurred as a result of payment of such Additional Bonds
with the Credit Facility . All other amounts payable
under the, Credit Facility Agreement (including any
Additional Interest) shall be fully subordinate to the
payment of debt service on Bonds (other than Subordinate
Bonds) . Any such Credit Facility shall be for the
benefit of and secure such Additional Bonds or portion
thereof as specified in the applicable bond resolution
authorizing such Additional Bonds.
(f) Such Additional Bonds or obligations and all
proceedings relative thereto, and the security therefor,
shall be validated as prescribed by law.
section 10. Accession of Subordinate Bonds to Parity status.
By proceedings authorizing Subordinate Bonds, the Consolidated
Government may provide for the accession of such Subordinate Bonds
to the status of complete parity with the Series 1996/1997 Bonds
and any Additional Bonds then outstanding if, as of the date of
accession, the conditions of Section 9, subparagraphs (a), (b) (i),
(d) ~nd(e) are satisfied~ on a basis which includes all Seriei
1996/1997 Bonds and any Additional Bonds then outstanding and such
Subordinate Bonds, and if on the date of accession:
(a) the Reserve Account contains an amount equal to
the Reserve Requirement computed on a basis which
includes all Series 1996/1997 Bonds and any Additional
Bonds then outstanding and such Subordinate Bonds; and
(b) the Debt service Account contains the amount
which would have been required to be accumulated therein
on the date of accession if' the Subordinate Bonds had
originally been issued as Additional Bonds.
Section 11. Defeasance. When sufficient moneys or sufficient
Government Obligations are deposited with the Sinking Fund
Custodian or the Pay ing Agent, as the case may be, to pay any
series of outstanding Series 1996/1997 Bonds or the bonds of any
V-16
190016.7
issue or issues of Additional Bonds therewith hereafter issued, and
the interest due or to become due thereon, and also including any
premium required to be paid should such bonds be called for
redemption, or provision having been duly made therefor, same shall
constitute payment in full of such bonds of such issue or issues.
Government Obligations shall be considered sufficient for purposes
of this section only: (i) if such Government Obligations are not
callable by the issuer of the Government obligations prior to their
stated maturity, and (ii) if such Government obligations fall due
and bear interest in such amounts and at such times as will assure
sufficient cash (whether or not, such Government obligations are
redeemed by the Consolidated Government pursuant to any right of
redemption) to pay currently maturing interest and to pay principal
and redemption premium, if any, when due on the Bonds without
rendering the interest on any Bonds includable in gross income of
any owner thereof for federal income tax purposes.
section 12. No Prior LieD Bonds. Notwi thstanding any
provision of the Prior Lien Resolutions to the contrary, so long as
any Bonds are outstanding under this Resolution, no additional
bonds or obligations may be issued and secured under the Prior Lien
Resolutions on a parity with the Prior Lien Bonds.
190016.7
V-17
ARTICLE VI
DEPOSITORIES OP MONEYS' AND SECUR.ITIES POR DEPOSIT
The Consolidated Government covenants and agrees:
Section 1. Depository. Sinking Fund Custodian. Security for
Deposits.
(a) Except as otherwise provided in this Resolution, all
moneys received by the Consolidated Government under the terms
hereof shall, subject to the giving of security as hereinafter
provided, be deposited with the proper Depository or with the
Siriking Fund CUstodian in the name of the Consolidated Government.
All moneys deposited under the provisions hereof shall be deposited
in banks insured by the Federal Deposit Insurance Corporation and
such moneys shall be applied in accordance with the terms and for
the purposes set forth in this Resolution and shall not be subject
to lien or attachment or any type of security interest by any
creditor of the Consolidated Government.
(b) No moneys belonging to any of the funds created hereunder
shall be deposited or remain on deposit with the Depository and/or
Sinking Fund CUstodian in an amount in excess of the amount
guaranteed by the Federal Deposit Insurance Corporation., unless
such institution shall have pledged for the benefit of the
Consolidated Government and the owners, of the Bonds as collateral
security for the moneys deposited direct obligations of or
obligations the principal and interest of which are unconditionally
guaranteed by the United States of America, or other marketable
securities eligible as security for the deposit of trust funds
under regulations of the ,Board of Governors of the Federal Reserve
System and having a market value, (exclusive of accrued interest) at
least equal to the amount of such deposits.
Section 2. SunTrust Bank, Atlanta, Augusta, Georgia is hereby
designated as the Construction Fund Depository; SunTrust Bank,
Atlanta, Augusta, Georgia, is hereby designated as the Revenue Fund
Depository; SunTrust Bank, Atlanta, Atlanta, Georgia is hereby
. designated as the Sinking Fund CUstodian; and SunTrust Bank,
Atlanta, Atlanta, Georgia, is hereby designated as Paying Agent and
Bond Registrar for the Series 1996/1997 Bonds.
The Consolidated Government may, from time to time, designate
,a successor Sinking Fund Custodian; provided said Custodian
complies with all of 'the provisions of this Article and the
applicable provisions of this Resolution, and the Consolidated
Government may, from time to time~ designate a successor Depository
or . Depositories of any or all of said funds, provided said
successor Depository or Depositories complies or comply with all of
the provisions of this Article and the applicable provisions of
this Resolution.
190016.7
VI-1
In the event the Sinking Fund CUstodian and the paying Agent
for the Series 1996/1997 Bonds and all issues of Additional Bonds
then outstanding is the same bank acting in both capacities, then
the Sinking Fund CUstodian shall, without any further direction on
the part of or any further authorization from the Consolidated
Government, use and disburse the moneys in the Sinking Fund as
provided, in this Resolution; except that, if, as provided under
Article III of this Resolution, it redeems or buys any Series
1996/1997 Bonds issued hereunder with moneys in the Sinking Fund,
then proper authorization and direction from the governing body of,
the Consolidated Government shall be furnished for such use and
disbursement of said moneys.
190016.7
VI-2
ARTICLB VII
PARTICULAR COVENANTS
The Consolidated Government covenants:
Section 1. P~ent. That it will promptly pay the principal
of and interest on, every'Series 1996/1997 Bond issued hereunder
and secured hereby at the place, on the dates and in the manner
herein and in the Series 1996/1997 Bonds specified, and any premium
required for the redemption of the Series 1996/1997 Bonds,
according to the true intent and meaning thereof. The principal,
interest and premiums, if any, and the charges of the Paying Agent
and Bond Registrar are payable solely out of the revenues of the
System, which revenues are hereby pledged to the payment thereof in
the manner and to the extent hereinbefore particularly specified,
and nothing herein or in the Series 1996/1997 Bonds shall be
construed as an obligation of the Consolidated Government to levy
or to pledge any form of taxation whatever therefor or to make any
appropriation for their payment, except from the revenues of the
System, and no Bondholder shall ever have any recourse to the power
of taxation. -
Section 2. Rules and Regulations. That it has and will
continue to enforce reasonable rules and regulations governing the
System and the 'operation thereof, and that all compensation,
salaries, fees and wages paid by it in connection with the
operation, repair and maintenance of the System will be reasonable,
and that no more persons will be employed by it than are necessary,
and that it will operate same in an efficient and economical
manner, and will at all times maintain the same in good repair and
in sound operating condition, and will make all necessary repairs,
renewals and replacements, and that it will comply with all valid
acts, rules, regulations, orders and directions of any legislative,
executive, administrative or judicial body applicable to' such
undertaking and enterprise. The Consolidated Government will also
cause to be bonded its officials, employees or agents handling
funds of the System, same to be in such amount or amounts as are
customarily carried by like organizations engaged in like
businesses of compa~able size.
Section 3. 10 PerC!ent Retention. That, subject to the
provisions of Code Section 13-10-2 of the Official Code of Georgia
Annotated, as amended, any contract relating to the installation,
extension, improvement, maintenance or repair of the System, shall
provide for the retention of 10 percent of the gross value of the
completed work; provided, however, that no amounts shall be
retained on estimates or progress payments submitted after 50
percent of the work has been completed, if, in the opinion of the
Consolidated Government, such work is satisfactory and has been
completed on schedule. If, after discontinuing the retention, the
Consolidated Government determines that the work is unsatisfactory
190016.7
VlI-1
or has fallen behind schedule , the 10 percent retention may be
resumed. Nothing herein contained shall affect the retained
amounts on the first 50 percent of the work which shall continue to
be held to ensure satisfactory completion of the work. Final
payment shall be made after certification by the Consulting
Engineers that the work has been satisfactorily completed and is
accepted in accordance with the contract and plans and
specifications pertaining thereto.
Section 4. Liens. That, except for the liens' created
pursuant to the Prior Lien Resolutions and this Resolution, it
will not create or suffer to be created, in the operation and
maintenance of the System, any lien, security interest or charge
thereon, or any part thereof, or upon the reveriues derived
therefrom, ranking equally with or prior to the lien and charge
herein authorized upon such revenues, and that it will pay, or
cause to be discharged, or will make adequate provisions to satisfy
and discharge, within 60 days after the same shall occur, all
lawful claims and demands for labor, materials, supplies or other
objects, which, if unpaid, might by law become a lien upon such
System, or any part thereof, or upon the revenues derived
therefrom; provided, however, that nothing contained in, this
Section shall require the Consolidated Government to pay, or cause
to be discharged, or make provision for, any such lien, security
interest or charge, so long as the validity thereof shall be
contested in good faith and by appropriate legal proceedings; and
provided further that nothing contained in this Section shall
prohibit the issuance of Additional Bonds in accordance with the
terms hereof.
Section S. Insurance. That it shall procure and maintain or
cause to be procured and maintained so long as the Series 1996/1997
Bonds and any Additional Bonds' therewith are outstanding: (a) fire
and extended coverage insurance on the insurable portions of the
System in a responsible insurance company or companies authorized
and qualified to do business Under the laws of the State of Georgia
inarnounts not less than 80 percent of the full insurable value;
(b) public liability insurance relating to the operation of the
System within the limits of not less than $100,000 for injury to or
death of one individual, $500,000 for injury or death growing out
of anyone accident and $50,000 property damage insurance for any
one acc'ident; (c) vehicular public liability insurance on any
vehicle owned or leased by the Consolidated Government and used in
the operation of the System within the limits of not less than
$100,000 for injury to or death of one individual, $500,000 for
injury or death growing out of anyone accident and $50,000
property damage insurance - for anyone accident. In lieu of
maintaining the insurance 'policies described in clauses (b) and
(c), the Consolidated Government may self-insure against the risks
covered by such policies. The proceeds of such fire and extended
coverage policies are pledged as security for the Series 1996/1997
Bonds, but shall be available for and shall, to the extent
190016.7
VII-2
necessary and desirable, be applied to the repair and replacement
of the damaged or destroyed property. In the event the proceeds of
such policies are not used for that purpose, then same shall be
deposited in the Utility General Fund. All insurance policies
shall be open to the inspection of the Bondholders or their duly
authorized representatives at all reasonable times.
Section 6. Records and Accounts. That it will keep the funds
and accounts of the System separate from all other funds and
accounts of the Consolidated Government, or any of its departments,
and no paYment will be made from the revenues derived from the
System which is not properly payable from such revenues, and that
it will keep accurate records and accounts of all items of cost and
all expenditures relating to the System, and of the revenues
collected' and the application thereof, and of the number of
customers, and that it will keep said records and accounts with
respect to the physical properties in such manner that it will be
possible at all times to identify both the amounts and the items of
all additions and retirements. Such records and accounts shall be
open to the inspection of all interested persons.
, 'Section 7. Annual Audi t. That in the month immediately
following the end of each Fiscal, Year, or as soon thereafter as
practicable, it will cause an annual audit to be made of the books
,and accounts pertaining to, the System by an independent and'
recognized firm of certified public accountants of suitable
experience and responsibility, to be chosen by the governing body
of the Consolidated Government. The annual audit shall include,
among others, a statement of the income and expenses and a balance
sheet, both in reasonable detail, a list of insurance policies paid
for and in force respecting the System and its operation, comments
by the auditor respecting compliance by the Consolidated Government
with the provisions of this Resolution and that it is complying
therewith or point out where, if any, 'the Consolidated Government
is not in compliance therewith.
Such annual audit shall be open to the inspection of all
interested persons and a copy of the same shall be sent annually to
the Designated Representative of the original purchasers of the
Series 1996/1997 Bonds. It will also cause any additional reports
or audits relating to the System to be made, as required by law,
and that from time to time, as often as may be requested, it will
furnish to the Designated Representative of the original purchasers
of the Series 1996/1997 Bonds issued hereunder such, other
information concerning the System, or the operation thereof, as may
be reasonably requested.
Section 8. Sale of Assets. That so long as any of the Bonds
shall be outstanding, it will not encumber the System or any part
thereof, and it will not sell or ,otherwise dispos~ of the System or
any integral part thereof, except it may sell such System as a'
,whole, or substantially as a whole, if the proceeds of such sale be
.
190016.7
VII-3
at least sufficient to provide for the payment and redemption of
all outstanding Prior Lien Bonds and all outstanding Bonds and any
interest accrued or to accrue thereon, and that the proceeds of any
such sale shall be deposited with the Sinking Fund CUstodian for
the Prior Lien Bonds and the Bonds in trust and applied by them to
the extent necessary to purchase or redeem such outstanding Prior
Lien Bonds or Bonds. Nothing contained herein, however, shall
preclude sale of a part of the System where the sale would not, in
any way, adversely affect the revenues of the System, and provided
further that the proceeds from such sale are used for extensions
and improvements to the System, or are paid into Sinking Fund No.
1 for deposit into the Debt Service Account held therein, or, if no
Prior Lien Bonds are outstanding, paid into the Sinking Fund for
deposit into the Debt Service Account in trust and applied toward
the purchase or redemption of the Bonds.
Section 9. Non-Arbitrage Covenant. The Consolidated
Government hereby covenants and agrees that it will not, subsequent
to the date of the issuance and delivery of the Series 1996/1997
Bonds, intentionally use any portion of the proceeds of th~ Series
1996/1997 Bonds to acquire higher yielding investments, or to
replace funds which were used directly or indirectly to acquire
higher yielding investments, except as may otherwise be permitted
by the Code or the regulations promulgated thereunder, including,
but not limited to" complying with the requirements of Section
148(f) of the Code and the regulations promulgated thereunder and
the payment of rebate, if any, required to be made, and,that it
will expend the proceeds of the Series 1996/1997 Bonds in
compliance with the applicable provisions of Sections 141 to 149,
inclusive, of the Code. Anything herein notwithstanding, earnings
on amounts in any fund or account may, and shall to the extent
necessary, be used to make the payments required under this Section
9. '
Section 10. Certificate as to Use of Proceeds. The Mayor and
the Clerk of the Commission are hereby authorized and directed to
execute, for and on behalf of the Consolidated Government, a
certification, based upon facts, .estimates and circumstances, as to
the reasonable expe~tations regarding the amount, expenditure and
use of the proceeds derived from the sale of the Series 1996/1997
Bonds, as well as such other documents as may be necessary or
desirable in connection with the issuance and delivery, of the
Series 1996/1997 Bonds. '
Section 11. Use of Proceeds. The Series 1996A Bonds and
Series 1997 Bonds are being issued by the Consolidated Government
'in compliance with the conditions necessary for interest income on
the Series 1996A Bonds and Series 1997 Bonds to be excluded from
gross income 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 the Consolidated Government that the interest on the Series
190016.7
VII-4
1996A Bonds and Series 1997 Bonds be and remain excludable from
gross income for federal income tax purposes, and, to that end, the
Consolidated Government hereby covenants with the holders of the
Series 1996A Bonds and Series 1997 Bonds as follows: '
(a) 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 tax exempt status of interest on the
Series 1996A Bonds and Series 1997 Bonds under Section 103 of
the Code.
(b) that they will not directly or indirectly use or
permit the use of any proceeds of the Series 1996A Bonds or
Series 1997 Bonds or any other funds of, the Consolidated
Government or take or omit to take any action that would cause
the Series 1996A Bonds and Series 1997 Bonds to be "arbitrage
bonds" within the meaning of Section 148 of the Code. To that
end', the Consolidated Government will comply with all
requirements of Section 148 of the Code to the extent
applicable to the Series 1996A Bonds and Series 1997 Bonds.
In the event that at anytime the Consolidated Government is
of the opinion that for purposes of this Section it is necessary to
restrict or limit the yield on the investment of 'any moneys held
under this Resolution, the Consolidated Government shall take such
, action as may be necessary.
190016.7
, VI I - 5
ARTICLE VIII
EVENTS OP DEPAtJLT, RRlnmIES
Section 1. Events of Default. Each of the following events
is hereby declared an "Event of Default," that is to say, if: (a)
paYment of the principal of any of the Series 1996/1997 Bonds or
any Additional Bonds shall-not be made when the same shall become
due and payable, at its maturity or by proceedings for mandatory
redemption or optional redemption; or (b) payment of any
installment of interest on any Series 1996/1997 Bonds or any
Additional Bond shall not be made when the same becomes due and
payable, or within 30 days thereafter; or (c) the Consolidated
Government shall, for any reason, be rendered incapable of
fulfilling its obligations hereunder; or (d) an order or decree
shall be entered, with the consent or acquiescence of the
Consolidated Government, appointing a Receiver (as defined in the
Revenue Bond Law), or Receivers, of the System, or of the revenues
thereof, or any proceedings shall be instituted, with the consent
or acquiescence of the Consolidated Government, for the purpose of
effecting a composition between the Consolidated Government and its
creditors, or for the purpose of adjusting claims of such
creditors, pursuant to any federal or state statute now or
hereafter enacted, if the claims of such creditors are under any
circumstances payable'out of the revenues of the System, or if such
order or decree, having been entered wi thout the consent and
acquiescence of the Consolidated Government, shall not be vacated
or discharged or stayed on appeal within 60 days after entry
thereof, or if such proceeding, having been instituted without the
consent or acquiescence of the Consolidated Government, shall not
be withdrawn, or any orders entered shall not be vacated,
discharged or stayed on appeal, within 60 days after the
institution of such proceedings, or the entry of such orders; or
(e) the Consolidated Government shall make a default in the due and
punctual performance of any other of the covenants, conditions,
agreements or provisions contained in the Series 1996/1997 Bonds or
any Additional Bonds or in this Resolution, on the part of the
Consolidated Government to 'be performed, and such default shall
continue for 30 days after written notice, specifying such default
and requiring same to be remedied, shall have been given to the
Consolidated Government by any Bondholder; or (f) any Credit Issuer
shall fail to pay the purchase price of Bonds (other than
Subordinate Bonds) under any Credit Facility then in effect; or (g)
a Credit Issuer delivers to the Consolidated Government a written
notice stating that an "Event of Default" has occurred under the
Credit Facility Agreement.
Section 2. Acceleration. Upon the happening and continuance
of any Event of Default specified in Section 1 of this Article
(except in sub-paragraphs (f)--and (g)), then and in every such case
the owners of not less than 55 percent in the principal amount of
the Series 1996/1997 Bonds or any Additional Bonds then outstanding
VllI-1
,190016.7
may, by a notice in writing to the Consolidated Government, declare
the principal of all, of ,the Series 1996/1997 Bonds or any
Additional Bonds then outstanding (if not then due and payable) to
be due and payable immediately, and upon such declaration the same
shall become and be immediately due and payable, anything in the
Series 1996/1997 Bonds or any Additional Bonds or herein contained
to the contrary notwithstanding. Upon any declaration of
acceleration under the Resolution, the Consolidated Government
shall immediately draw under the applicable Credit Facility to the
extent permitted by the terms thereof that amount which, together
with, other amounts on deposit under the Resolution, shall be
sufficient to pay the principal of and accrued interest on the
related Bonds so accelerated. The above provisions are subject to
the condition that if at any time after the principal of the Series
1996/1997 Bonds or any Additional Bonds shall have been so declared
to be due and payable, all arrears of interest, if any, upon the
Series 1996/1997 ~onds or any Additional Bonds then outstanding,
and,all other indebtedness secured hereby, except the principal of
any Series 1996/1997 Bonds and any Additional Bonds not then due by
their terms, and the interest accrued on such Bonds since the last
Interest PaYment Date, shall have been paid, or shall have been
provided for any deposit with the paying Agent for such Bonds of a
sum sufficient to pay the same, and every other default in the
observance or performance of any covenant, condition or agreement
in the Series 1996/1997 Bonds and any Additional Bonds, or herein
contained, shall be made good, or provisions therefor satisfactory
to such Bondholders shall have been made, then and in every such
case the owners of not less than 55 percent in principal amount of
such Bonds then outstanding may, by written notice to the
Consolidated Government, rescind arid annul such declaration and its
consequences, but no such rescission or annulment shall extend to,
or affect, any subsequent default or impair any right consequent
thereto.
Section 3. Remedies. Upon the happening and continuance of
any Event of Default, as provided in Section 1 of this Article,
then and in every such case any Bondholder may proceed, subject to
the provisions of Section 5 of this Article, to protect and enforce
the rights of the Bondholders hereunder by a suit, action or
special proceedings in equity, or at law, either for the
appointment of a Receiver of the System as authorized by the
Revenue Bond Law, or for the special performance of any covenant or
agreement contained herein or in aid or execution of any power
herein granted, or for, the enforcement of any proper legal or
equitable remedy as such Bondholder shall deem most effectual to
protect and enforce the rights aforesaid, insofar as such may be
authorized by law.
Section 4. Restoration. In case any proceeding taken by any
Bondholder on account of any def~ult shall have been discontinued
or abandoned for any reason, or shall have been determined
adversely to such Bondholder, then and in every such case the
190016.7
VIII-2
Consolidated Government and the Bondholders shall be restored to
their former positions and rights hereunder, respectively, and all
,rights, remedies, powers and duties of the Bondholders shall
continue as though no such proceedings had been taken.
Section s. Equa1 Benefit.. No one 'or more owners of the Bonds
secured hereby shall have any right in any manner whatever by his
or their action to affect, disturb, or prejudice the security
granted and provided for herein, or to enforce any right hereunder,
except in the manner herein provided, and all proceedings at law or
in equity shall be instituted; had and maintained for the equal
benefit of all owners of such outstanding Bonds.
Section 6. Nonexc1usivity of Remedies. No remedy herein
conferred upon the Bondholders is intended to be exclusive of any
other remedy or remedies, and each and every such remedy shall be
curnulative~ and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity, or by
statute.
Section 7. No Waiver. No delay or omission of any Bondholder
to exercise any right or power accruing upon any default occurring
and continuing as aforesaid, shall impair any such default or be
construed as an acquiescence therein and every power and remedy
given by this Article to the owners of the Series 1996/1997 Bonds
and any Additional Bonds, respectively, may be exercised from time
to time and as often as may be deemed expedient.
Section 8. Rights of Credit Issuer. ,Notwithstanding any
other provisions of the Resolution, in the event that the
Consolidated Government shall draw under the Credit Facility any,
amount for the payment of principal of or interest on any Bonds,
then upon such payment the rights of the recipients of such
payments and such principal or interest shall be deemed to continue
to be unpaid and outstanding for all purposes and shall continue to
be fully secured by the Resolution until the Credit Issuer, as
successor and subrogee, has been paid all amounts owing in respect
thereof. Such rights shall be limited and evidenced by having the
Consolidated Government note the Credit Issuer's rights as
successor and subrogee on its records, and the Consolidated
Government shall, upon request, deliver to the Credit Issuer (i) in
the case of interest on the Bonds, an acknowledgment of the Credit'
Issuer's ownership of interest to be paid on the Bonds specifying
the amount of interest owed, the period represented by such
interest, and the numbers. of the Bonds on which such interest is
owed and (ii) in the case of principal of the Bonds, either the
Bonds themselves duly assigned to the Credit Issuer or new Bonds
registered in the ~ame of the Credit Issuer or in such other name
as the Credit Issuer shall specify. Whenever moneys become
available for the paYment of any interest when overdue, the Credit
Issuer shall be treated as to interest owed to it as successor and
190016.7
VIII-3
subrogee as if it had been the Bondholder of the Bonds on which
such interest is payable on any special record date therefor.
~
190016.7
VIII-4
ARTICLB IX
SUPPLEMENTAL PROCBBDINGS
Section 1. Ado.ption of S~lemental Proceedings. The
Consolidated Government may, from time to time and at any time,
adopt such resolution or resolutions supplemental hereto as shall
be deemed necessary or desirable for the purpose of modifying,
altering, amending, adding to, or rescinding, in any particular,
any of the terms or provisions contained in this Resolution or in
any supplemental resolution or in the Bonds; provided, however,
that nothing herein contained shall permit, or be construed as
permitting: (a) the extension of the maturity of any Bond issued
hereunder; (b) the reduction in the principal amount of any Bond or
the alteration of the rate or rates of interest thereon or any
other modification of the terms of paYment of such principal or
interest; and (c) the reduction of the percentage of the principal
amount of Bonds required for consent to such supplemental
resolution. A modification or amendment of the provisions with
respect to the Sinking Fund is not to be deemed a change in the
terms of paYment.
Nothing herein contained, however, shall be construed as
making necessary the approval by the Bondholders of any resolution
,not inconsistent with the terms and provisions of this Resolution
and any supplemental proceedings forming a part hereof to cure any
ambiguity or formal defect or omission in this Resolution or in any
supplemental proceedings or to grant any additional rights,
remedies, powers, authority or security that may lawfully be
granted to or conferred upon the Bondholders by the Consolidated
Government.
Section 2. Notice. After any supplemental resolution
requiring the consent of the Bondholders shall have been adopted,
the Consolidated Government shall cause a notice of the adoption of
such resolution to be mailed, postage prepaid, to all registered
owners of Bonds 'appearing on the bond registration book kept by the
Bond Registrar and a copy of such supplemental resolution shall be
mailed, postage prepaid, ~o the Designated Representative of the
original purchasers of any Bonds.
Section 3. Re~ired Approval. No such supplemental
resolution shall become effective unless the owners of at least 65
percent in aggregate principal amount of the Bonds issued hereunder
then outstanding shall have filed with the Clerk of the Commission
within three months after the date of adoption of such resolution
properly executed instruments approving the adoption of such
supplemental resolution, each such instrument to be accompanied by
proof of ownership of the Bonds to which such instrument refers,
which proof shall be such as is permitted by the provisions of
Section 7 of this Article.
190016.7
IX-1
Section 4. Legal Action.
(a) Any action or proceeding in any court objecting to
such supplemental resolu~ion or to any of the_terms and provisions
therein contained or the operation thereof, or in any manner
questioning the propriety of the adoption thereof, or the execution
by any Bondholder of any instrument purporting to approve the
adoption of such resolution, or to enjoin or restrain the
Consolidated Government from taking any action pursuant to the
provisions thereof, must be commenced within 30 days after the
Consolidated Government shall have determined that the owners of at
least 55 percent in aggregate principal amount of the Bonds then
outstanding, including any' Additional Bonds, have approved the
adoption of such supplemental resolution.
(b) Upon the expiration of such 30-day period, or, if
any such action or proceedings shall be commenced, upon any
judgment or decree sustaining such supplemental resolution becoming
final, this Resolution and any resolution authorizing the issuance
of Additional Bonds with the Bonds shall be, and be deemed to be,
modified and amended in accordance with such supplemental
resolution, and the respective rights, duties and obligations under
this Resolution and any re,solution authorizing the issuance of
Additional Bonds with the Bonds of this issue and all owners of
outstanding Bonds shall thereafter be determined, exercised and
enforced hereunder; Subject, in all respects, to such modifications
and amendments. '
Section 5. Inco%1)oration. Any supplemental resolution
adopted and becoming effective in accordance with the provisions of
this Article shall thereafter form a part of this Resolution and
all conditions of this Resolution for any and all purposes, and
shall be effective as to all owners of Bonds then outstanding and
no notation or legend of such modifications and amendments shall be
required to be made thereon.
Whenever referred to herein as "supplemental resolution" same
shall be construed to mean such action as shall be taken by the
Consolidated Government, as may be required to comply with the law
then in force and effect.
Section 6. Effect on Additional Bonds. In the event of the
issuance of any Additional Bonds ranking pari passu with the Series
1996/1997 Bonds, then the provisions of this Article shall likewise
be applicable in all respects to any such proceedings so
authorizing such Additional Bonds and in any supplemental
resolution amending such proceedings and the notice of such
supplemental resolution shall be given such parity Bondholders and
any such modification and amendment shall apply to any such
Additional Bonds and the owners of such Additional Bonds.
190016.7
IX-2
Section 7., Proof of Ow.Iiership. Any request, waiver,
direction, consent or other instrument required by this Resolution
to be signed or executed by Bondholders may be in any number of
concurrent writings of similar tenor and may be signed or executed
by such Bondholders in person or by agent appointed in writing.
Proof of the execution of any such instrument, or of the written
appointment of such agent, and of the ownership of Bonds, if made
in the following manner, shall be sufficient for any purpose of
this Resolution and shall be conclusive in favor of the
Consolidated Government with regard to any action taken under such
instrument:
, (a) The fact and date of the execution by any person of
any such instrument may be proved by the certificate of any officer
in any jurisdiction, who by the laws thereof, has power to take
acknowledgments within such jurisdiction, to the effect that the
person signing such instrument acknowledged before him the
execution thereof, or by, an affidavit of a witness to such
execution.
(b) The fact of the ownership of the Bonds or any issue
of Additional Bonds therewith shall be determined and proved by
reference to the bond registration book kept by the Bond Registrar
for such issue or issues of Bonds and the Consolidated Government
may conclusively assume that such ownership continues until written
notice to the contrary is served upon it.
Any request or consent of the owner of any Bond shall bind
every future owner of the same Bond in respect of anything done by
the Consolidated Government pursuant to such request or consent.
190016.7
IX-3
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 1. Severabili~. In case anyone or more of the
provisions of this Resolution, or the Bonds issued hereunder, shall
for any reason be held illegal or invalid, such illegality or
invalidity shall not affect any other provisions of this Resolution
or the Bonds, but this Resolution and the Bonds shall be construed
and enforced as if such illegal or invalid provisions had not been
contained therein. '
Section 2. Contract.
(a) The provisions of this Resolution shall constitute a
contract by and between the Consolidated Government and the owners
of the Series 1996/1997 Bonds authorized to be issued hereunder and
the owners of any Additional Bonds subsequently issued by the
Consolidated Government, and after the issuance of the Series
1996/1997 Bonds this Resolution shall not be repealed or amended in
any respect which will adversely affect the rights and interest of
'the owners of the Bonds, nor shall the Consolidated Government pass
any proceedings in any way adversely affecting the rights of such
owners or issuers, so long as any of the Bonds authorized by this
Resolution, or the interest thereon, shall remain unpaid; provided,
however, that this covenant shall not be construed as prohibiting
modifications hereof or amendments hereto to the extent and in the
manner as provided in Article IX hereof.
(b) The provisions of this ,Resolution and every
appropriate sentence hereof shall be construed as including and as
being applicable to any Additional Bonds issued by the Consolidated
Government, as well as to the Series 1996/1997 Bonds, and any
'Additional Bonds issued by the Consolidated Government shall be
treated for all intents and purposes, unless otherwise specifically
stated, just as if they had been issued together with the Series
1996/1997 Bonds and pursuant to the terms of this Resolution.
(c) Any subsequent proceedings authorizing the issuance
of Additional Bonds issued by the Consolidated Government as
provided in this Resolution shall in nowise conflict with the', terms,
and conditions of this Resolution, but shall, for all legal
,purposes, reaffir.m all of the applicable covenants, agreements and
provisions of this Resolution for the equal protection and benefit
of all Bondholders.
Section 3. Validation. The Series 1996/1997 Bonds herein
authorized shall be validated in the manner provided by law, and to
that end notice of, the adoption of this Resolution and a copy
thereof shall be served upon the District Attorney of the Augusta
Judicial Circuit, in order that proceedings for the above purpose
be instituted in the Superior Court of Richmond County.
190016.7
X-1
Section 4. Offerings Doeuments. The Consolidated Government
hereby ratifies the distribution of that certain Preliminary
Of,fi'cial Statement with respect to the Series 1996/1997 Bonds. The
Preliminary Official Statement is hereby "deemed final" for purposes
of Rule lSc2-12 of the Securities and Exchange Conunission. , The
preparation and distribution of a final Official Statement with
respect to the Series 1996/1997 Bonds in substantially the same
form as said Preliminary Official Statement but containing the
information included in this Resolution is hereby authorized and
approved. An officer of the Consolidated Government' is authorized
to execute such final Official Statement on behalf of the
Consolidated Government.
Section 5. Continuing Diselosure. The Consolidated
Government hereby covenants and agrees that it will, to the extent
allowed by applicable law, comply with and carry out all provisions
of the Continuing Disclosure Certificate to be executed by the
Consolidated Government and dated as of the date of issuance and
delivery of the Series 1996/1997 Bonds, as originally executed and
as it may be amended from time to time in accordance with its terms
(the "DisGlosure Certificate"). Notwithstanding any other
provision of this' Resolution, failure of the Consolidated
Government to comply with the Disclosure Certificate shall not be
considered a default hereunder, and under no circumstances shall
such failure affect the validity or the security for the payment of
the Series 1996/1997 Bonds., It is expressly provided, however,
that any beneficial owner of the Series 1996/1997 Bonds may take
such action, to the extent 'and in such manner as may be allowed by
applicable law, as may be necessary and appropriate, including
seeking mandamus or specific performance by court order, to cause
the Consolidated Government to comply with its obligations under
this Section. The cost to the Consolidated Government of
performing its obligations set forth in this Section shall be paid
solely from funds lawfully available for such purpose. Nothing
contained in this Resolution shall obligate the levy of any tax for
the' Consolidated Government's obligations set forth in, this
Section.
Section 6. Sqpplemental Resolution. The Commission, after
the Series 1996/1997 Bonds have actually been sold, shall adopt a
resolution supplementing this resolution and among other things
will specify in said supplernentalresolution the interest rate or
rates per annum which the Series 1996/1997 Bonds shall bear, the
principal amount of Series 1996/1997 Bonds, the maturities of the
Series 1996/1997 Bonds which shall be designated' as term bonds
subject to mandatory redemption, will authorize and approve the
execution and delivery of a bond purchase agreement, will provide
for the terms of any Credit Facility and Reserve Account Surety
Bond and will provide for the actual issuance and delivery of the
Series 1996/1997 Bonds upon payment therefor by the purchaser'
thereof. '
190016.7
X-2
Section 7. Repealer. Any and all resolutions or parts of
resolutions in conflict with this Resolution this day adopted be
and the same are hereby repealed, and this Resolution shall be in
full force and effect from and after its adoption.
190016.7
X-3
~
CLERK'S CERTIPICATE
GEORGIA, RICHMOND COUNTY
I, Lena Bonner, Clerk of the Augusta-Richmond County
Commission (the "Commission"), DO HEREBY CERTIFY that the foregoing
pages constitute a true and correct copy of the resolution adopted
by said Commission at an open publ ic meeting duly called and
lawfully assembled at 5:00 p.m., on the 21st day of October,
1996, authorizing the issuance of not to exceed $69,670,000
Richmond County Water and Sewerage Revenue Refunding and
Improvement Bonds, Series 1996A, not to exceed $3,760,000 Richmond
County Taxable Water and Sewerage Revenue Refunding Bonds, Series
1996B and not to exceed $6,210,000 Richmond County Water and
Sewerage Revenue Refunding and Improvement Bonds, Series 1997, the
original of said resolution being duly recorded in the Minute Book
of said Commission, which Minute Book is in my custody and control.
I do hereby further certify that the following members of said
Commission were present at said meeting:
Lee Beard
Moses Todd
Ulmer Bridges
James B. Powell
Rob Zetterberg
Jerry Brigham
Freddie Handy
William H. Mays
Larry E. Sconyers, Mayor
and that the following members were absent:
Henrv Bri2:ham
Bill Kuhlke
and that said resolution was duly adopted by a vote of
Aye
7
Nay
1
Abstain
WITNESS my hand and the official seal of Richmond County this
the 21st day of October, 1996.
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