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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