HomeMy WebLinkAboutBOND RESOLUTON GENERAL OBLIGATION BONDS, SERIES 2009
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A BOND RESOLUTION AUTHORIZING THE ISSUANCE OF $30,550,000
IN AGGREGATE PRINCIPAL AMOUNT OF AUGUSTA, GEORGIA
GENERAL OBLIGATION BONDS, SERIES 2009, ADOPTING A FORM
FOR THE BONDS, AUTHORIZING THE EXECUTION OF THE BONDS,
ESTABLISHING THE DATE, DENOMINATIONS, AND RATE OR
RATES OF INTEREST FOR THE BONDS, LEVYING AN ANNUAL AD
VALOREM TAX ON THE TAXABLE PROPERTY WITHIN AUGUSTA,
GEORGIA SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST
ON THE BONDS AS THE SAME BECOME DUE, AUTHORIZING THE
SALE OF THE BONDS TO THE SUCCESSFUL BIDDER, DESIGNATING
A PAYING AGENT AND BOND REGISTRAR FOR THE BONDS,
AUTHORIZING THE EXECUTION AND DELIVERY OF A
CONTINUING DISCLOSURE CERTIFICATE, AND FOR OTHER
RELATED PURPOSES.
WHEREAS, the Augusta-Richmond County Commission (the "Commission") is the
governing authority of Augusta, Georgia (the "Consolidated Government"), a political
subdivision and a consolidated city-county government created and existing under the laws of
the State of Georgia, and is charged with the duties of levying taxes, contracting debts, and
managing the affairs of the Consolidated Government; and
WHEREAS, on April 1,2009, the Commission adopted, at a meeting duly called and
held, a resolution (the "Referendum Resolution") entitled:
A REFERENDUM RESOLUTION TO REIMPOSE A
SPECIAL ONE PERCENT SALES AND USE TAX,
SUBJECT TO REFERENDUM APPROVAL; TO
REGULATE AND PROVIDE FOR THE CALLING OF AN
ELECTION AND TO CALL AN ELECTION TO
DETERMINE THE REIMPOSITION OR NON
REIMPOSITION OF THE SALES AND USE TAX; TO
SPECIFY THE PURPOSES FOR WHICH THE PROCEEDS
OF THE SALES AND USE TAX ARE TO BE USED AND
MAY BE EXPENDED; TO SPECIFY THE ESTIMATED
COST OF THE PROJECTS THAT WILL BE FUNDED
FROM THE PROCEEDS OF THE SALES AND USE TAX;
TO SPECIFY THE AMOUNT OF PREVIOUSLY
INCURRED GENERAL OBLIGATION DEBT TO BE
RETIRED FROM THE PROCEEDS OF THE SALES AND
USE TAX; TO SPECIFY THE MAXIMUM AMOUNT OF
REVENUE TO BE RAISED BY THE SALES AND USE TAX;
TO AUTHORIZE THE ISSUANCE OF $52,500,000 IN
AGGREGATE PRINCIPAL AMOUNT OF GENERAL
OBLIGATION DEBT OF AUGUSTA, GEORGIA IN
CONJUNCTION WITH THE REIMPOSITION OF THE
SALES AND USE TAX; TO SPECIFY THE PURPOSES FOR
WHICH THE DEBT IS TO BE ISSUED, THE MAXIMUM
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INTEREST RATE OR RATES THAT SUCH DEBT IS TO
BEAR, AND THE AMOUNT OF PRINCIPAL TO BE PAID
IN EACH YEAR DURING THE LIFE OF SUCH DEBT; TO
PROVIDE FOR THE LEVY AND COLLECTION OF AD
VALOREM TAXES TO SERVICE SUCH DEBT, TO THE
EXTENT THE PROCEEDS OF THE SALES AND USE TAX
ARE NOT SUFFICIENT FOR SUCH PURPOSE; AND FOR
OTHER PURPOSES; and
WHEREAS, the Referendum Resolution called an election to be held in all the precincts
in Richmond County for the purpose of submitting to the qualified voters of Richmond County
the question of whether or not a special one percent sales and use tax should be reimposed within
the special district of Richmond County (which includes the geographic areas within the
Consolidated Government and the City of Blythe, Georgia ("Blythe") and the City of Hephzibah
("Hephzibah")) created by Section 48-8-110.1 ( a) of the Official Code of Georgia Annotated,
upon the termination of the special one percent sales and use tax presently in effect, for the
raising of not more than $184,724,000 for the following purposes pursuant to an
Intergovernmental Sales Tax Agreement, dated as of March 23, 2009, among the Consolidated
Government, Blythe, and Hephzibah: (l)(a) capital outlay projects, which are estimated to cost
$169,000,000, to be owned or operated or both by the Consolidated Government or by one or
more local authorities within such special district pursuant to intergovernmental contracts with
the Consolidated Government (the "Consolidated Government Projects"): (i) Road, Street,
Bridge, and Drainage Improvements, (ii) Public Safety Facilities, Equipment, and Vehicles, (iii)
Parks, Recreation, Cultural, Library, and Historic Facilities, (iv) Jail Expansion, (v) New
Sheriffs Administrative Building, (vi) Municipal Building Renovations, (vii) Information
Technology, (viii) Airport Improvements, (ix) Industrial Infrastructure Improvements, and (x)
Transit Facilities and Vehicles; (b) capital outlay projects, which are estimated to cost
$1,300,000, to be owned or operated or both by Blythe: (i) Water System Improvements, (ii)
Storm Water Drainage and Sidewalks, (iii) Development of Veterans Memorial Park, (iv) Public
Safety Facilities, Vehicles, and Information Technology Upgrades, and (v) Major Equipment;
and (c) capital outlay projects, which are estimated to cost $4,424,000, to be owned or operated
or both by Hephzibah: (i) Water and Sewer System Improvements, (ii) City Cemetery
Expansion, and (iii) Public Safety Facilities, Equipment, and Vehicles; and (2) retiring the
Consolidated Government's Tax Anticipation Notes, dated March 25, 2009 (the "Consolidated
Government Notes"), by paying or making provision for the payment of the principal of and
interest on the Consolidated Government Notes coming due on December 31, 2009, in the
estimated maximum amount of $10,000,000; and
WHEREAS, the ballots used in the election provided that if the reimposition of the sales
and use tax is approved by the voters in the referendum described above, such vote shall also
constitute approval of the issuance of general obligation debt (in the form of general obligation
bonds, promissory notes, or other instruments, as the Commission may approve) of the
Consolidated Government in the aggregate principal amount of $52,500,000 in conjunction with
the reimposition of the sales and use tax, to be payable first from the separate account in which
are placed the proceeds received by the Consolidated Government from the sales and use tax and
then from the general funds of the Consolidated Government, for the purpose of providing funds
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to pay the costs of (1) anyone or more of the Consolidated Government Projects and (2) retiring
the Consolidated Government Notes; and
WHEREAS, the Referendum Resolution called the election for June 16, 2009, and
authorized and directed publication of notice of the election (in the form specified in the
Referendum Resolution) in the newspaper in which sheriffs advertisements for Richmond
County are published for a period of not less than thirty (30) days preceding the date of the
election; and
WHEREAS, notice of the election was duly published in The Augusta Chronicle, which
is the newspaper in which sheriff s advertisements for Richmond County are published, as
required by law; and
WHEREAS, at the election duly called and held on June 16, 2009, a majority of the
qualified voters of Richmond County, voting in the election, voted in favor of the reimposition of
the sales and use tax, which vote also constituted approval of the issuance of general obligation
debt (in the form of general obligation bonds, promissory notes, or other instruments, as the
Commission may approve) of the Consolidated Government in the aggregate principal amount of
$52,500,000, such general obligation debt to be dated as of the date of delivery or such other
date(s) as the Commission may approve, to be in such denomination or denominations as the
Commission may approve, and to bear interest from date at such rate or rates as the Commission
may approve but not exceeding seven percent (7.00%) per annum in any year, all interest to be
payable semiannually on April 1 and October 1 in each year, beginning April 1, 2010, and the
principal shall mature (by scheduled maturity or by mandatory redemption, as the Commission
may approve) on the dates and in the amounts as follows:
October 1
of the Year
Amount
2011
2013
2014
2015
$10,000,000
12,500,000
12,500,000
17,500,000
WHEREAS, on September 15, 2009, the Commission adopted, at a meeting duly called
and held, a resolution entitled:
A RESOLUTION OF THE AUGUSTA-RICHMOND
COUNTY COMMISSION DECLARING THE RESULTS OF
AN ELECTION HELD ON JUNE 16, 2009 TO DETERMINE
THE REIMPOSITION OR NON-REIMPOSITION OF A
SPECIAL ONE PERCENT SALES AND USE TAX; AND
FOR OTHER RELATED PURPOSES
declaring the results of the election to be in favor of the reimposition of the sales and use tax; and
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WHEREAS, the Consolidated Government wishes to issue all of such general obligation
debt so authorized in the aggregate principal amount of $52,500,000, in the form of general
obligation bonds of the Consolidated Government, and on September 15, 2009, the Commission
adopted, at a meeting duly called and held, a resolution entitled:
A RESOLUTION OF THE AUGUSTA-RICHMOND
COUNTY COMMISSION AUTHORIZING THE
COMMENCEMENT OF VALIDATION PROCEEDINGS
FOR ITS GENERAL OBLIGATION BONDS; AND FOR
OTHER RELATED PURPOSES; and
WHEREAS, on October 27, 2009, the Superior Court of Richmond County entered a
judgment validating such bonds in the case of STATE OF GEORGIA vs. AUGUSTA,
GEORGIA, Civil Action File No. 2009-RCCV-1345; and
WHEREAS, the Referendum Resolution provides that the bonds so authorized may be
issued in one or more series and on one or more dates of issuance as the Commission may
approve; and
WHEREAS, the Consolidated Government now wishes to issue a portion of such bonds
so authorized and validated in the aggregate principal amount of $30,550,000; and
WHEREAS, pursuant to an Official Notice of Sale with respect to such bonds circulated
by the Consolidated Government (the "Notice of Sale"), providing for the receipt by the
Consolidated Government of sealed bids for the purchase of such bonds on December 15,2009,
the Consolidated Government has received sealed bids for the purchase of such bonds; and
WHEREAS, representatives of the Consolidated Government opened the bids, submitted
via the Parity electronic bidding system, at the Consolidated Government's offices at 530 Greene
Street, Room 105, Augusta, Georgia, at 11:00 a.m., on December 15, 2009, in the presence of
various officials of the Consolidated Government; and
WHEREAS, the Notice of Sale provided that such bonds would be sold to the
responsible bidder specifying interest rates and prices that would result in the lowest true interest
cost to the Consolidated Government for such bonds, and the bids were as follows:
Bidder
True Interest Cost Bid
Robert W. Baird & Co., Inc.
Wachovia Bank, National Association
Morgan Stanley & Co Inc.
J.P. Morgan Securities Inc.
Citigroup Global Markets Inc.
Barclays Capital, Inc.
Morgan Keegan & Co., Inc.
Hutchinson, Shockey, Erley & Co.
1.969462%
2.080001
2.091291
2.110628
2.183682
2.223111
2.301755
2.340616
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WHEREAS, the bid of a responsible bidder resulting in the lowest true interest cost to
the Consolidated Government was submitted by Robert W. Baird & Co., Inc. (the "Purchaser"),
and a copy of such bid is attached to this Resolution as Exhibit B and incorporated herein by
reference; and
WHEREAS, after due consideration it is deemed advisable and in the best interest of the
Consolidated Government that such bonds be sold to the Purchaser, the Purchaser having in all
respects complied with the terms of the Notice of Sale; and
WHEREAS, in order to issue and deliver such bonds, it is necessary to adopt a form for
such bonds, to authorize the execution of such bonds, to establish the date, denominations, and
rate or rates of interest for such bonds, to levy an annual ad valorem tax on the taxable property
within the Consolidated Government sufficient to pay the principal of and interest on such bonds
as the same become due, to authorize the acceptance of an offer to purchase such bonds from,
and the sale of such bonds to, the Purchaser, to designate a paying agent and bond registrar for
such bonds, and to authorize the execution and delivery of a Continuing Disclosure Certificate;
NOW, THEREFORE, BE IT RESOLVED by the Augusta-Richmond County
Commission, and it is hereby resolved by authority of the same, as follows:
Section 1. There is hereby authorized to be issued, executed, and delivered $30,550,000
in original aggregate principal amount of bonds designated "Augusta, Georgia General
Obligation Bonds, Series 2009" (the "Bonds"). The Bonds shall be dated as of the date of their
issuance and delivery, shall be issued only as fully registered bonds without coupons in
denominations of $5,000 or any integral multiple thereof, and shall bear interest from date at the
rates per annum specified below (computed on the basis of a 360-day year consisting of twelve
30-day months). Interest shall be payable semiannually on Apri11 and October 1 in each year,
beginning Apri11, 2010, and the principal shall mature on October 1 in the years and amounts as
follows:
Year Amount Interest Rate
2011 $ 8,750,000 5.00%
2013 5,000,000 3.00
2014 5,000,000 3.00
2015 11,800,000 4.00
Section 2. Interest on the Bonds shall be payable by the Paying Agent (designated
below) by check or draft mailed to the registered owner of record as of the March 15 or
September 15 immediately preceding the applicable interest payment date, at such owner's
address as it appears on the registration books of the Consolidated Government, maintained by
the Bond Registrar (designated below), or at such other address as is furnished in writing by such
registered owner to the Bond Registrar. The principal of and redemption premium, if any, on the
Bonds shall be payable upon the presentation and surrender of the Bonds at the principal
corporate trust office of the Paying Agent. Both the principal of and interest on the Bonds shall
be payable in lawful money of the United States of America. The Bank of New York Mellon
Trust Company, N.A., Atlanta, Georgia, is hereby designated as Paying Agent and Bond
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Registrar (the "Paying Agent" or the "Bond Registrar") for the Bonds. The Mayor of the
Consolidated Government and the Clerk of Commission of the Consolidated Government are
hereby authorized to execute and deliver, for and on behalf of the Consolidated Government, a
paying agency and registrar agreement between the Consolidated Government and The Bank of
New York Trust Company, N.A. The execution and delivery of a paying agency and registrar
agreement by the Mayor and the Clerk of Commission shall constitute conclusive evidence of the
ratification, confirmation, and approval by the Consolidated Government of the terms and
conditions of the paying agency and registrar agreement.
Section 3. The Bonds are transferable only on the books and records maintained by the
Bond Registrar for that purpose. The Consolidated Government, the Paying Agent, and the
Bond Registrar may deem and treat the registered owner of any Bond as the absolute owner of
such Bond for the purpose of receiving payment of or on account of the principal of, premium, if
any, and interest on such Bond, and for all other purposes whatsoever, and neither the
Consolidated Government, the Paying Agent, nor the Bond Registrar shall be affected by any
notice to the contrary. The Bonds may be transferred upon surrender thereof to the Bond
Registrar, at the principal corporate trust office of the Bond Registrar, together with an
assignment duly executed by the registered owner or such registered owner's attorney duly
authorized in writing, in the form imprinted on the Bonds or in any other form satisfactory to the
Bond Registrar. Upon any such transfer of ownership, the Bond Registrar shall cause to be
executed and delivered a new Bond or Bonds registered in the name of the transferee in the same
aggregate principal amount, maturity, and interest rate as the Bond or Bonds surrendered for
transfer and in any authorized denomination. Bonds may be exchanged for a like aggregate
principal amount of Bonds of the same maturity and interest rate and of authorized
denominations. The Bond Registrar shall not be required to transfer or exchange any Bond after
notice of redemption of such Bond has been given.
Upon surrender for transfer of any Bond at the principal corporate trust office of the
Bond Registrar, the Bond Registrar shall authenticate and register a new fully registered Bond or
Bonds for the same aggregate principal amount, maturity, and interest rate, shall execute the
Certificate of Authentication and Registration on each such Bond, and shall deliver such Bond or
Bonds to the transferee or transferees.
For every exchange or registration of transfer of Bonds, the Bond Registrar may make a
charge 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 charge may be made to the
owner for any exchange or registration of transfer of Bonds.
In case any Bond shall become mutilated or be destroyed or lost, the Consolidated
Government may cause to be executed and delivered a new Bond of like type, date, number, and
tenor in exchange and substitution for and upon cancellation of such mutilated Bond, or in lieu of
and in substitution for such Bond destroyed or lost, upon the registered owner of such Bond
paying the reasonable expenses and charges of the Consolidated Government in connection
therewith and, in case of a Bond destroyed or lost, the registered owner's filing with the
Consolidated Government evidence satisfactory to it that such Bond was destroyed or lost, and
of the registered owner's ownership thereof, and furnishing the Consolidated Government, the
Paying Agent, and the Bond Registrar with indemnity satisfactory to them. If any such Bond
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shall have matured, instead of issuing a new Bond, the Consolidated Government may pay the
same.
Section 4. The Bonds shall be initially issued in the name of Cede & Co., as nominee
for The Depository Trust Company, New York, New York, or its nominee, or its successors and
assigns, or any other depository performing similar functions under this Resolution ("DTC"), as
registered owner of the Bonds, and held in the custody of DTC. A single certificate will be
issued and delivered to DTC for each maturity of the Bonds. The actual purchasers of the Bonds
(the "Beneficial Owners") will not receive physical delivery of Bond certificates except as
provided herein. Beneficial Owners are expected to receive a written confirmation of their
purchase providing details of each Bond acquired. For so long as DTC shall continue to serve as
securities depository for the Bonds as provided herein, all transfers of beneficial ownership
interests will be made by book-entry only, and no investor or other party purchasing, selling, or
otherwise transferring beneficial ownership of Bonds is to receive, hold, or deliver any Bond
certificate.
For every transfer and exchange of the Bonds, the Beneficial Owner may be charged a
sum sufficient to cover such Beneficial Owner's allocable share of any tax, fee, or other
governmental charge that may be imposed in relation thereto.
Bond certificates are required to be delivered to and registered in the name of the
Beneficial Owner, under the following circumstances:
(a) DTC determines to discontinue providing its service with respect to the Bonds
(such a determination may be made at any time by giving 30 days' notice to the Consolidated
Government and the Bond Registrar and discharging its responsibilities with respect thereto
under applicable law), or
(b) the Consolidated Government determines that continuation of the system of book-
entry transfers through DTC (or a successor securities depository) is not in the best interests of
the Beneficial Owners.
The Consolidated Government and the Bond Registrar will recognize DTC or its nominee
as the registered owner of the Bonds for all purposes, including notices and voting.
The Consolidated Government and the Bond Registrar covenant and agree, so long as
DTC shall continue to serve as securities depository for the Bonds, to meet the requirements of
DTC with respect to required notices and other provisions of the Blanket Issuer Letter of
Representations between the Consolidated Government and DTC.
The Bond Registrar is authorized to rely conclusively upon a certificate furnished by
DTC as to the identity of, and the respective principal amount of Bonds beneficially owned by,
the Beneficial Owner or Beneficial Owners.
Whenever, during the term of the Bonds, the beneficial ownership thereof is determined
by a book entry at DTC, the requirements in this Resolution of holding, delivering, or
transferring Bonds shall be deemed modified to require the appropriate person to meet the
requirements of DTC as to registering or transferring the book entry to produce the same effect.
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If at any time, DTC ceases to hold the Bonds, a supplemental resolution amending the
provisions of this Resolution shall be adopted and thereafter all references in this Resolution to
DTC in connection with the Bonds shall be of no further force or effect.
Section 5. The Bonds shall be payable first from the separate account in which are
placed the proceeds received by the Consolidated Government from the sales and use tax and
then from the general funds of the Consolidated Government. No part of the net proceeds from
the sales and use tax received in any year shall be used for any purposes other than to pay debt
service on the Bonds until all debt service requirements on the Bonds for that year have first
been satisfied from the account in which the proceeds of the sales and use tax are placed. An
amount of net proceeds of the sales and use tax received in each year sufficient to satisfy all debt
service requirements on the Bonds for that year are hereby irrevocably pledged and appropriated
to the payment of the principal of and interest on the Bonds as the same become due and
payable.
Section 6. There shall be and is hereby levied a continuing direct annual ad valorem tax
for the years 2009 through 2014, without limitation as to rate or amount, upon all property
subject to taxation for general obligation bond purposes within the territorial limits of the
Consolidated Government, sufficient to provide moneys required to pay the principal (including
principal payable upon mandatory redemption, if any, of the Bonds) of and interest on the Bonds,
as more fully set forth in Exhibit A attached hereto and incorporated herein by this reference, to
the extent such principal and interest is not satisfied from the proceeds of the sales and use tax.
The sums hereby levied are hereby irrevocably pledged and appropriated to the payment of the
principal (including principal payable upon mandatory redemption, if any, of the Bonds) of and
interest on the Bonds as the same become due and payable. The amount to be levied for each
year is the amount specified to pay principal, if any, and interest coming due in the following
year, to the extent such principal and interest is not satisfied from the proceeds of the sales and
use tax. These sums shall be collected by the tax collector of the Consolidated Government, in
each of the years levied, and shall be paid into a sinking fund to be maintained for, and shall be
applied to, the payment of the principal of and interest on the Bonds as the same become due and
payable, and provisions to meet the requirements of this Section 6 shall be made annually
hereafter.
Section 7. The Bonds, the Certificate of Authentication and Registration, the Validation
Certificate, and the Assignment and Transfer shall be substantially in the following forms,
provided that some of the text of each such Bond may appear on the reverse side of the Bond,
with such variations, omissions, substitutions, and insertions as may be required or permitted by
this Resolution:
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[FORM OF BOND]
UNITED STATES OF AMERICA
STATE OF GEORGIA
AUGUSTA, GEORGIA
GENERAL OBLIGATION BOND, SERIES 2009
Unless this Bond is presented by an authorized representative of The Depository Trust
Company ("DTC''), a New York corporation, to the Consolidated Government or its
agent for registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
Number R-
$
Maturity
Date
Interest
Rate
Dated
CUSIP
October 1, , 2009
Registered Owner: CEDE & CO.
Principal Amount:
AUGUSTA, GEORGIA (the "Consolidated Government"), for value received, hereby
promises to pay to the registered owner identified above, or registered assigns, on the Maturity
Date stated above, without option of prior redemption, the principal amount identified above and
to pay interest from the date of this Bond, or from the most recent interest payment date to which
interest has been paid, on the balance of such principal sum from time to time remaining unpaid
at the interest rate per annum shown above (computed on the basis of a 360-day year consisting
of twelve 30-day months) on April 1 and October 1 of each year, commencing April 1, 2010,
until the payment of the principal amount of this Bond in full.
The interest on this Bond shall be payable by check or draft mailed to the registered
owner of this Bond of record as of the March 15 or September 15 immediately preceding the
applicable interest payment date, at such owner's address as it appears on the registration books
of the Consolidated Government (the "Bond Register") maintained by The Bank of N ew York
Mellon Trust Company, N.A., Atlanta, Georgia, as Bond Registrar (the "Bond Registrar"), or at
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such other address as is furnished in writing by the registered owner to the Bond Registrar. The
principal of and redemption premium, if any, on this Bond shall be payable upon the presentation
and surrender of this Bond at the principal corporate trust office of The Bank of New York
Mellon Trust Company, N.A., Atlanta, Georgia, as Paying Agent (the "Paying Agent"). Both the
principal of and interest on this Bond shall be payable in lawful money of the United States of
America.
This Bond is one of a duly authorized issue of like tenor (the "Bonds"), except as to
numbers, interest rates, dates of maturity, and denominations, in the original aggregate principal
amount of $30,550,000, issued by the Consolidated Government for the purpose of providing
funds to pay the cost of (1) anyone or more of the following capital outlay projects to be owned
or operated or both by the Consolidated Government or by one or more local authorities pursuant
to intergovernmental contracts with the Consolidated Government: road, street, bridge, and
drainage improvements; public safety facilities, equipment, and vehicles; parks, recreation,
cultural, library, and historic facilities; jail expansion; new sheriffs administrative building;
municipal building renovations; information technology; airport improvements; industrial
infrastructure improvements; and transit facilities and vehicles; and (2) retiring the Consolidated
Government's Tax Anticipation Notes, dated March 25,2009, by paying or making provision for
the payment of the principal of and interest on such Notes coming due on December 31, 2009.
The Bonds are authorized by the Constitution and laws of the State of Georgia and are being
issued pursuant to a resolution (the "Bond Resolution") duly adopted by the Augusta-Richmond
County Commission on December 15, 2009.
The Bonds are issuable only as fully registered bonds without coupons in denominations
of $5,000 or any integral multiple thereof. The Bonds may be exchanged for a like aggregate
principal amount of Bonds of the same maturity and interest rate and of authorized
denominations, all in accordance with the provisions of the Bond Resolution.
The Consolidated Government has established a book-entry system of registration for the
Bonds. Except as specifically provided otherwise in the Bond Resolution, an agent will hold this
Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of purchase,
delivery, or transfer, the beneficial owner of this Bond shall be deemed to have agreed to such
arrangement. While the Bonds are in the book-entry system of registration, the Bond Resolution
provides special provisions relating to the Bonds that override certain other provisions of the
Bond Resolution. This Bond is transferable by the registered owner hereof in person or by such
registered owner's attorney duly authorized in writing at the principal corporate trust office of
the Bond Registrar in the manner provided in the Bond Resolution and upon surrender of this
Bond. Upon such transfer a new registered Bond or Bonds in the same aggregate principal
amount, maturity, and interest rate as the Bond surrendered for transfer, and in any authorized
denomination, shall be issued to the transferee in exchange therefor. Unless this Bond is
presented by an authorized representative of The Depository Trust Company ("DTC"), a New
York corporation, to the Consolidated Government or its agent for registration of transfer,
exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
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TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
The Consolidated Government, the Paying Agent, and the Bond Registrar may deem and
treat the registered owner of this Bond as the absolute owner hereof for the purpose of receiving
payment of or on account of the principal of, premium, if any, and interest hereon, and for all
other purposes whatsoever, and neither the Consolidated Government, the Paying Agent, nor the
Bond Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all acts, conditions,
and things required by the Constitution and laws of the State of Georgia to exist, happen, and be
performed precedent to and in the issuance of this Bond do exist, have happened, and have been
performed in due time, form, and manner as required by law, that provision has been made for
the collection of a sales and use tax and a direct annual ad valorem tax, without limitation as to
rate or amount, sufficient to pay the principal of and interest on this Bond in accordance with its
terms, and that the total indebtedness of the Consolidated Government, including the Bonds,
does not exceed any limitation prescribed by the Constitution and laws of the State of Georgia.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
benefit until this Bond shall have been authenticated and registered upon the Bond Register.
Such 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 of Authentication and
Registration on this Bond.
IN WITNESS WHEREOF, Augusta, Georgia has caused this Bond to be executed by
the Mayor of the Consolidated Government and has caused the official seal of the Consolidated
Government to be impressed hereon and attested by the Clerk of Commission of the
Consolidated Government.
AUGUSTA, GEORGIA
(SEAL)
By:
Mayor
Attest:
Clerk of Commission
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"
CERTIFICATE OF AUTHENTICATION
AND REGISTRATION
This Bond is one of the above-described Augusta, Georgia General Obligation Bonds,
Series 2009.
Date of Authentication
and Registration:
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,
as Bond Registrar
By:
Authorized Signatory
VALIDATION CERTIFICATE
STATE OF GEORGIA
COUNTY OF RICHMOND
The undersigned Clerk of the Superior Court of Richmond County, Georgia, does hereby
certify that this Bond was validated and confIrmed by judgment of the Superior Court of
Richmond County, Georgia, on the 27th day of October 2009, that no intervention or objection
was fIled opposing the validation of this Bond, and that no appeal of such judgment of validation
has been taken.
IN WITNESS WHEREOF, I have hereunto set my hand and have impressed hereon the
offIcial seal of the Superior Court of Richmond County, Georgia.
(SEAL)
Clerk, Superior Court of
Richmond County, Georgia
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The following abbreviations, when used in the inscription on this Bond or in the
assignment below, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM
TEN ENT
IT TEN
as tenants in common
as tenants by the entireties
as joint tenants with right of survivorship and not as tenants in
common and not as community property
UNIF TRANS
MIN ACT
Custodian
(Custodian)
under Uniform Transfers to Minors Act
(Minor)
(State)
Additional abbreviations may be used although not in the above list.
ASSIGNMENT AND TRANSFER
FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers unto
(N ame and Address of Assignee)
(Insert Social Security or Taxpayer
Identification Number of Assignee)
the within Bond of Augusta, Georgia and does hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for registration thereof
with full power of substitution in the premises.
Dated:
(Signature Guaranteed)
Notice: Signature(s) must be guaranteed
by an eligible guarantor institution (such
as banks, stockbrokers, savings and loan
associations, and credit unions) with
membership in an approved Signature
Guarantee Medallion Program pursuant to
S.E.C. Rule l7Ad-IS.
Registered Owner
Notice: The signature(s) on this assignment
must correspond with the name as it appears
on the face of the within Bond in every
particular without alteration or enlargement
or any change whatsoever.
[END OF FORM OF BOND]
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ATLANTA:5176758.3
Section 8. The Bonds shall be executed for and on behalf of the Consolidated
Government by the manual signature of the Mayor of the Consolidated Government, and the
Consolidated Government's seal shall be impressed thereon and attested by the manual signature
of the Clerk of Commission of the Consolidated Government. In case any officer whose
signature shall appear on any Bond shall cease to be such officer before delivery of any Bonds,
such signature shall nevertheless be valid and sufficient for all purposes the same as if such
officer remained in office until such delivery.
No Bond shall be valid or become obligatory for any purpose or be entitled to any benefit
until such Bond shall have been authenticated and registered upon the bond registration books of
the Consolidated Government maintained for that purpose. Such 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 of Authentication and Registration contained on the Bond.
Section 9. The bid submitted by the Purchaser to purchase the Bonds, attached hereto as
Exhibit B, is hereby accepted, and all other bids so received are hereby rejected, and the actions
of the Administrator of the Consolidated Government, for and on behalf of the Consolidated
Government, are hereby ratified and approved relating to his earlier notification to all bidders of
the acceptance and rejection of such bids by the Consolidated Government and the return to the
unsuccessful bidders of their good faith checks, if any. The Bonds shall, in due course, be
delivered to the Purchaser against payment for the Bonds in accordance with the Notice of Sale
and the Purchaser's bid accepted by the Consolidated Government.
Section 10. The use and distribution of the Notice of Sale, the Preliminary Official
Statement, and the Official Statement with respect to the Bonds shall be and is hereby
authorized, ratified, confirmed, and approved, and execution and delivery of the Official
Statement in final form shall be and is hereby authorized, ratified, confirmed, and approved. The
Mayor of the Consolidated Government is hereby authorized and directed to ratify, confirm,
approve, execute, and deliver the Official Statement on behalf of the Consolidated Government,
and the execution of an Official Statement by the Mayor shall constitute conclusive evidence of
the Mayor's ratification, confirmation, approval, and delivery thereof on behalf of the
Consolidated Government.
Section 11. All actions taken or to be taken by the Mayor of the Consolidated
Government, the Clerk of Commission of the Consolidated Government, and the Administrator
of the Consolidated Government relating to the authorization, issuance, and sale of the Bonds,
shall be, and the same are hereby, ratified, confirmed, and approved.
Section 12. The Consolidated Government recognizes that the purchasers and owners of
Bonds will have accepted the Bonds on, and paid for the Bonds a price that reflects, the
understanding that interest on such Bonds is not included in the gross income of the owners for
federal income tax purposes under laws in force at the time the Bonds shall have been delivered.
The Consolidated Government shall take any and all action that may be required from
time to time in order to assure that interest on the Bonds shall remain excludable from the gross
income of the owners of the Bonds for federal income tax purposes and shall refrain from taking
any action that would adversely affect such status.
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Prior to or contemporaneously with delivery of the Bonds, the Mayor of the Consolidated
Government and the Clerk of Commission of the Consolidated Government shall execute a
Certificate as to Arbitrage Matters on behalf of the Consolidated Government respecting the
investment of the proceeds of the Bonds. Such certificate shall be a representation and
certification of the Consolidated Government, and an executed copy thereof shall be delivered to
the Bond Registrar. The Consolidated Government shall not knowingly invest or participate in
the investment of any proceeds of the Bonds if such investment would cause interest on any
Bonds to become included in gross income for federal income tax purposes.
The Mayor or the Clerk of Commission may also execute and deliver, on behalf of the
Consolidated Government: (i) such agreements, filings, and other writings as may be necessary
or desirable to cause or bind the Consolidated Government to comply with any requirements for
rebate under Section l48(f) of the Internal Revenue Code of 1986, as amended (the "Code"), or
(ii) such certificate or other writing as may be necessary or desirable to qualify for exemption
from such rebate requirements.
The Consolidated Government shall calculate, from time to time, as required in order to
comply with the provisions of Section 148(f) of the Code, the amounts required to be rebated
(including penalties) to the United States and shall payor cause to be paid to the United States
any and all of such amounts on or before the due date.
The Consolidated Government hereby covenants and agrees that it will not use or permit
any use of the proceeds of the sale of any Bonds, or use or permit the use of any of the facilities
being financed thereby, which would cause any Bonds or any portion thereof to be "private
activity bonds" within the meaning of Section 141 of the Code.
The covenants, certifications, representations, and warranties contained in this Section 12
shall survive payment in full or provision for payment in full of the Bonds.
Section 13. The issuance of the Bonds shall not exceed any debt limitation prescribed by
the Constitution of the State of Georgia.
Section 14. The Consolidated Government hereby covenants and agrees that it shall, to
the extent allowed by applicable law, comply with and carry out all of the provisions of the
Continuing Disclosure Certificate to be executed by the Consolidated Government and to be
dated as of the date of the issuance and delivery of the Bonds, as originally executed and as it
may be amended from time to time in accordance with its terms (the "Disclosure 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. It is
expressly provided, however, that any beneficial owner of the 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 14. The cost to the
Consolidated Government of performing its obligations set forth in this Section 14 shall be paid
solely from funds lawfully available for such purpose.
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Section 16. The Mayor of the Consolidated Government and the Clerk of Commission
of the Consolidated Government are hereby authorized and directed to execute, for and on behalf
of the Consolidated Government, such other agreements, certificates (including, without
limitation, the Disclosure Certificate), or documents as may be necessary or desirable in
connection with the issuance, sale, and delivery of the Bonds or the investment of the proceeds
of the Bonds.
Section 15. All resolutions and parts of resolutions in conflict with this Resolution, if
any, shall be and the same are hereby repealed.
Section 17. Notwithstanding anything herein to the contrary, any action that the Mayor
of the Consolidated Government is required, permitted, or otherwise authorized to take in
connection with the Bonds may be taken by the Mayor Pro Tempore of the Consolidated
Government, in the absence at the time or in the event of the vacancy in the office of the Mayor
or the incapacity at the time of the Mayor. These actions shall include execution, delivery, or
performance of any certificate, agreement, contract, instrument, document, or other writing
relating to the Bonds, including the execution of the Bonds. To this end, this Resolution shall be
construed so that all references to the Mayor may also be considered to be references to the
Mayor Pro Tempore. The Clerk of Commission of the Consolidated Government shall
determine whether the Mayor is absent or incapacitated or whether there is a vacancy in the
office of Mayor so that the Mayor Pro Tempore may act under this Section 17, and the
determination of the Clerk of Commission shall be binding and conclusive upon the
Consolidated Government.
PASSED, ADOPTED, SIGNED, APPROVED, AND EFFECTIVE this 15th day of
December 2009.
AUGUSTA, GEORGIA
(SEAL)
By: cQd,4. '~
Mayor
Attest:
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"
EXHIBIT A
DEBT SERVICE SCHEDULE
Payment
Date Principal Interest Total Debt Service
04/01110 $ $ 329,252.78 $ 329,252.78
10/01110 604,750.00 604,750.00
04/01111 604,750.00 605,750.00
10/01111 8,750,000 604,750.00 9,354,750.00
04/01/12 386,000.00 386,000.00
10/01/12 386,000.00 386,000.00
04/01/13 386,000.00 386,000.00
10/01/13 5,000,000 386,000.00 5,386,000.00
04/01/14 311,000.00 311,000.00
10/01/14 5,000,000 311,000.00 5,311,000.00
04/01/15 236,000.00 236,000.00
10/01/15 11.800.000 236.000.00 12.036.000.00
Total $30.550.000 $4.781.502.78 $35.331.502.78
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"
EXHIBIT B
PURCHASER'S BID
[Attached]
ATLANTA:5176758.3
.,
PARITY Bid Form
Page 1 of 1
Robert W. Baird & Co., Inc. - Winston-Salem, NC's Bid
Augusta
$31,270,000 General Obligation Bonds, Series 2009
:.G~.R'Jr,.,:'.
.~:I ~.=a .. F.-
For the aggregate principal amount of $31 ,270,000.00, we will pay you $33,512,619.29, plus accrued interest from the
date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s):
Maturity Date Amount $ Coupon % Yield % Dollar Price
10/01/2011 9,070M 5.0000 0.7000 107.559
10/01/2013 5,000M 3.0000 1.3600 106.009
10/01/2014 5,000M 3.0000 1.7600 105.650
10/01/2015 12,200M 4.0000 2.2000 109.704
Total Interest Cost: $4,902,213.89
Premium: $2,242,619.29
Net Interest Cost: $2,659,594.60
TIC: 1.969462
Time Last Bid Received On:12/15/2009 10:59:10 EST
This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and
the Preliminary Official Statement, all of which are made a part hereof.
Bidder: Robert W. Baird & Co., Inc., Winston-Salem, NC
Contact: Tim Jackson
Title: Director
Telephone:336-631-5800
Fax: 336-631-5850
Issuer Name: City of Augusta
Company Name:
Accepted By:
Accepted By:
Date:
Date:
@ 1981.2002 i-Deal LLC, All rights reserved, Trademarks
https://www .newissuehome.i-dea1.com/Parity/ asp/main.asp?frame=content&page=parityBidform... 12/15/2009
STATE OF GEORGIA
RICHMOND COUNTY
CLERK'S CERTIFICATE
I, LENA J. BONNER, Clerk of Commission of Augusta, Georgia, DO HEREBY
CERTIFY that the foregoing pages constitute a true and correct copy of a resolution adopted by
the Augusta-Richmond County Commission (the "Commission") at an open public meeting duly
called and lawfully assembled at 2:00 p.m., on the 15th day of December 2009, in connection
with the issuance and sale of $30,550,000 in aggregate principal amount of Augusta, Georgia
General Obligation Bonds, Series 2009, the original of such resolution being duly recorded in the
Minute Book of the Commission, which Minute Book is in my custody and control.
I do hereby further certify that the Mayor, Deke S. Copenhaver, and the following
members of the Commission were present at such meeting:
Betty Beard
Joe Bowles
Jerry Brigham
Don A. Grantham
J. R. Hatney
Calvin Holland, Sr.
Joe Jackson
Corey Johnson
Alvin Mason
Jimmy Smith
and that the following members were absent:
and that such resolution was duly adopted by a vote of:
Aye IlL Nay lL
WITNESS my hand and the official seal of Augusta, Georgia, this the 15th day of
December 2009.
(SEAL)
1,'
"
ATLANTA:5176758.3