HomeMy WebLinkAboutGeorgia Municipal Association,Inc.
Augusta Richmond GA
DOCUMENTNAME Ge.CXS)\O-. ffi\JJ'IOpa..l ~ajJ:j\ "fie.,
DOCUMENT TYPE: Yt:~~\lA\\trJ
,-
YEAR: C\\
BOX NUMBER: ()J
FILE NUMBER: \3.-\ laD
NUMBER OF PAGES: ()
..
AUTHORIZING RESOLUTION
WHEREAS, the Augusta-Richmond County Commission, the governing
body of Augusta, Georgia ("Lessee") has determined that a true and
very real need exists for the acquisition of the Equipment
described in th.e 1997A Master Lease and option Agreement (the
"Lease"), to be entered into between Lessee, as lessee, and Georgia
Municipal Association, Inc., as lessor ("Lessor"), the form of
which has been presented to this meeting; and
WHBREAS, pursuant to the terms of a 1997A Escrow Agreement
(the "Escrow Agreement"), to be entered into among Lessor, Lessee,
and The Bank of New York, as escrow agent (the "Escrow Agent"), the
form of which ha.s been presented to this meeting, (1) Lessor will
deposit into the Initial Account of the Equipment Fund held under
the Escrow Agreement moneys to pay the cost of acquiring the
initial items of Equipment to be leased under the Lease, (2) Lessee
will make peri~lic deposits of money into the Renewal Account of
the Equipment Fw,d held under the Escrow Agreement to pay the cost
of acquiring subsequent items of Equipment to be leased under the
Lease, (3) Lessor will initially deposit into the Reserve Fund held
under the Escrow Agreement moneys to fund a reserve for the payment
of Rental Payments under the' Lease, and (4) Lessee will make
periodic deposi 1:s of money into the Rebate Fund held under the
Escrow Agreement to pay rebatable arbitrage in connection with the
Lease to the Uni.ted states Treasury pursuant to Section 148(f) of
the Internal Rev'enue Code of 1986, as amended; and
WHEREAS, in order to raise moneys to fund the initial deposits
with the Escrow Agent described above, Lessor will sell Georgia
Local Government: certificates of Participation, series 1997A (the
"Certificates"), to be issued pursuant to the terms of a 1997A
pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), to be entered into among Lessor, as originator and
seller, The Bank of New York, as servicer (the "Servicer"), and The
Bank of New York, as trustee (the "Trustee"), the form of which has
been presented ~o this meeting, which--c~rtificates will represent
fractional undivided interests in the trust established pursuant to
the pooling and servicing Agreement; and
WHBRBAB, u.nder the terms of the pooling and Servicing
Agreement, (1) l~ssor will establish a trust with the Trustee by
selling and assi.gning to the Trustee certain rights in the Lease,
the Escrow Agreement, other 1997A master lease and option
agreements betw,een Lessor and other governmental entities, and
other 1997A escrow agreements among Lessor, the Escrow Agent, and,
other governmenti!l entities, in exchange for the Certificates, and
(2) the Servicer will service such contracts for Lessor; and
WHEREAS, Lessee has requested Lessor to sell the Certificates
to Raymond JameSI & Associates, Inc. and A.G. Edwards & Sons, Inc.
(collectively t.he "underwriters"), pursuant to a Certificate
Purchase Agreement (the "Certificate Purchase Agreement"), to be
entered into bet:ween Lessor and the Underwriters; and
, '.
. , .. .
WHEREAS, Lessee has requested Lessor to market the
certificates by means of a Preliminary Official statement (the
"Preliminary Official Statement"), the form of which has been
presented to this meeting, and an Official statement (the "Official
statement"), both of which shall contain information about Lessee
and the other governmental entities obligated under the other 1997A
master lease and option agreements: and
WHEREAS, Lessee has determined to enter into an ISDA Master
Agreement and a Schedule to the Master Agreement with a
counterparty to be selected by Lessor (the "Swap Counterparty"), to
be supplemented by a Confirmation of Transaction relating to the
Lease, to be entered into between Lessee and the Swap Counterparty
(collectively the "Swap Agreement"), the forms of which have been
presented to this meeting, under the terms of which, on a same-day
net-payment basis determined by reference to notional amounts equal
to the principal components of the rental payments under the Lease,
(1) the Swap counterparty will agree to pay Lessee an amount based
on interest rates that are identical to the interest rates used to
determine the interest components of the rental payments under the
Lease, and (2) Lessee will agree to pay the Swap Counterparty a
floating amount based on the PSA Municipal Swap Index: and
1IKBREAS, MElIA Insurance corporation (the "Insurer") will issue
to the Trustee its certificate guaranty insurance policy (the
"Insurance Policy"), guaranteeing regularly scheduled distributions
on the Certificates without regard to any acceleration of the time
of payment thereof as set forth in the Insurance Policy: and
1IKBREAS, th.e Insurer will issue its ,-swap insurance policy (the
"Swap Policy") guaranteeing certain payments to the Swap
Counterparty under the Swap Agreement: and
1IKBREAS, in order, among other things, to evidence and secure
the obligation of .Lessee to reimburse the Insurer for any payments
made by the Insurer under the Insurance Policy or the Swap Policy
on account of ,a failure by Lessee to make timely and complete
payments under the Lease or the Swap Agreement, Lessee has
determined to enter into a Reimbursement and Indemnity Agreement
(the II Insurance Agreement") with Lessor, the Servicer, the Trustee,
and the Insurer, the form of which has been' presented to this
meeting: and
1IKBREAS, after careful study and investigation, Lessee desires
to enter into the Lease, the Escrow Agreement, the Swap Agreement,
and the Insuranc::e Agreement (collectively the "Contracts"):
, BOW, TllBREIORE, BB IT RESOLVED by the Augusta-Richmond County
Commission as follows:
1. The f:orms, terms, and condi tions and the execution,
delivery, and performance of the Contracts, forms of which have
been filed with Lessee, are hereby approved arid authorized. The
232863.1
-2-
. ,
; .
',., :.
Contracts shall be in substantially the forms presented to this
meeting with such changes, corrections, deletions, insertions,
variations, additions, or omissions as may be approved by the Mayor
(the "Chief Officer") or the Mayor Pro Tem (the "Deputy Officer")
of Lessee, whosE~ approval thereof shall be conclusively evidenced
by the execution of each such Contract.
2. The Chief Officer or the Deputy Officer of Lessee is
hereby authorized and directed to execute on behalf of Lessee the
Contracts, and tne Clerk of Commission (the "Attesting Officer") is
hereby authorized and directed to affix thereto and attest the seal
of Lessee, upon proper execution and delivery of the other parties
thereto, provided, that in no event shall any such attestation or
affixation of the seal of Lessee be required as a prerequisite to
the effectivenel:ls thereof, and the Chief Officer or the Deputy
Officer and the Attesting Officer of Lessee are authorized and
directed to deliver the Contracts on behalf of Lessee to the other
parties thereto, and to execute and deliver all such other
contracts, agreements, instruments, documents, affidavits, or
certificates and to do and perform all such things and acts as each
shall deem neces;sary or appropriate in furtherance of the issuance
of the certific:ates, the investment of amounts held under the
Escrow Agreement, and the carrying out of the transactions
authorized by this Resolution or contemplated by the instruments
and documents rE~ferred to in this Resolution.
3. The fc.rm of the Preliminary Official statement is hereby
approved, and Lessee hereby approves and authorizes the
distribution by the Underwriters of copies of the Preliminary
Official statement to potential investors~ provided, however, that
Lessee has not reviewed the Preliminary Official statement or the
Official Statemlent and takes no responsibility for and makes no
representations ,or warranties as to the accuracy or completeness of
the information contained therein, except for the information
contained therein relating to Lessee, which is hereby approved.
Lessee hereby '''deems final" (within the meaning of Securities
Exchange Act Rule 15c2-12 ("Rule 15c2-12")) the information
relating to Lessee contained in the Preliminary Official statement,
except for the permitted omissions described in paragraph (b) (1) of
Rule 15c2-12. Tne Underwriters are hereby authorized and directed
to prepare a definitive Official Statement with such changes,
variations, omissions, insertions, corrections, additions, and
deletions from 'the Preliminary Official Statement placed on file
with Lessee as may be appropriate and not inconsistent herewith.
Lessee hereby iiuthorizes the use of conformed copies of such
definitive Official Statement.
4. The form and substance of the pooling and Servicing
Agreement and t.he Certificate Purchase Agreement, the forms of
which have been presented to this meeting, are hereby approved, and
Lessee requires that such contracts be entered into by the parties
thereto in substantially the forms presented to this meeting with
such changes, corrections, insertions, deletions, variations,
232863.1
-3-
_~. i,
. ,
~.':
additions, or omissions as may be approved in writing by the Chief
Officer or the Deputy Officer of Lessee, whose approval thereof
shall be conclulsively evidenced by the execution of the Lease.
Lessee hereby d4!signates Lessor as its agent to contract with the
Underwriters through the Certificate Purchase Agreement to enable
the Underwriters to meet the requirements of Rule 15c2-12 (b) (3).
5. This Resolution, the Contracts, the Preliminary Official
statement, the pooling and Servicing Agreement, and the certificate
Purchase Agreement, as approved by this Resolution, which are
hereby' incorporated in this Resolution by this reference thereto,
shall be placed on file at the office of Lessee and made available
for public inspection by any interested party immediately following
the passage and approval of this Resolution.
PASSED, AlOOPTED,
16 day of Dec.ember
SZGNED, APPROVED,
, 1997.
AND BPJ'BCTZVB
this
ATIEST, ~ 47/). . ~
~.er'
Clerk of Commission
SEAL
232863.1
-4-
~ ..... '
.. .
.1. r
ATTESTING OPPICER'S CERTIPICATB
I, L Fn-II:- 1 .6d/r~ the duly appointed, qualified,
and acting ClerIc of Commission of Augusta, Georgia ("Lessee"), DO
HEREBY CERTIPY that the foregoing pages of typewritten matter
const! tute a true and correct copy of a resolution adopte'd on
(~C!,.=-m/6r!;7P Ie, , 1997, by the Augusta-Richmond County
Commfssion in a meeting duly called and assembled in accordance
with applicable laws and with the procedures of the Augusta-
Richmond County Commission, by a vote of ..L.. Yea and .JL. Nay, which
meeting was open to the public and at which a quorum was present
and acting thrc)ughout, and that the original of the foregoing
resolution appe,ars of public record in the Minute Book of the
Augusta-Richmond County Commission, which is in my custody and
control.
GIVEN under my hand and the seal of Lessee, this ---1L day of
December , 1997.
, ,..,!
.(;/~.
~ss16n- _'"~
.~.~..' :: !r.. ~
.",
~
-
~ ..
'I'" ..-
.,
1 ~.
,.
." .~-M
(SEAL)
.,- .
...... .
-" .
',':,,:,- .. -
,....'" ,,:~"
"'".- ------ -p-
Thla,dOc:uAint epproved'u - .
~~y401' ---
232863.1