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HomeMy WebLinkAboutRESOLUTION AUTHORIZING SERIES 2010 BONDS COLISEUM AND TEE CENTERAUTHORIZING RESOLUTION WHEREAS, the Augusta - Richmond County Coliseum Authority (the "Authority ") currently owns and operates an existing multi -use coliseum and civic center type facility, known as the "Augusta Entertainment Center Complex," consisting of the James Brown Arena, with approximately 9,000 seats, the William B. Bell Auditorium, with approximately 2,750 seat, and 14,570 square feet of exhibition space and seven meeting rooms (as it now exists and as it may be hereafter added to, extended, improved, and equipped, the "Coliseum "), located in Augusta, Georgia; and WHEREAS, after careful study and investigation, the Authority and Augusta, Georgia (the "Consolidated Government ") have each heretofore determined that the acquisition, construction, and installation of certain capital improvements to the Coliseum, together with related buildings, facilities, and equipment useful or desirable in connection therewith (the "Coliseum Project "), for the use and benefit of the residents of the Consolidated Government, is in furtherance of the public purpose of the Authority and is in the best interest of the Consolidated Government; and WHEREAS, after careful study and investigation, the Authority and the Consolidated Government have each heretofore further determined that the acquisition, construction, installation, and operation of a new multi -use coliseum and civic center type facility, to be known as the "Augusta Trade, Exhibition, and Event Center," together with related buildings, facilities, and equipment useful or desirable in connection therewith (the "TEE Center Project "), to be located in Augusta, Georgia, for the use and benefit of the residents of the Consolidated Government, is in furtherance of the public purpose of the Authority and is in the best interest of the Consolidated Government; and WHEREAS, in furtherance of the purposes for which it was created, the Authority proposes to issue, sell, and deliver its revenue bonds to be known as "Augusta- Richmond County Coliseum Authority Revenue Bonds (Coliseum and TEE Center Project), Series 2010" (the "Series 2010 Bonds "), in an aggregate principal amount not to exceed $25,000,000, for the purpose of obtaining funds to finance the costs of acquiring, constructing, and installing the Coliseum Project, to finance a portion of the costs of acquiring, constructing, and installing the TEE Center Project, and to finance related costs; and WHEREAS, Article IX, Section III, Paragraph I of the Constitution of the State of Georgia of 1983 authorizes the Consolidated Government (1) to contract for any period not exceeding fifty years with any public corporation or public authority for joint services, for the provision of services, or for the joint or separate use of facilities or equipment, if such contract deals with activities, services, or facilities that the contracting parties are authorized by law to undertake or provide, and (2) in connection with any such contract to convey any existing facilities or equipment to any public corporation or public authority; and WHEREAS, Section 36 -34 -3 of the Official Code of Georgia Annotated authorizes the Consolidated Government to acquire, own, and operate buildings used or useful for housing fairs and exhibits, buildings for educational purposes, and buildings used or useful for public ATLANTA: 5222781.3 amusement purposes, together with facilities or buildings used for any combination of the above; and WHEREAS, in consideration for the Authority's continued operation of the Coliseum for the use and benefit of the residents of the Consolidated Government, the Consolidated Government proposes to enter into an Intergovernmental Service Agreement (the "Service Agreement "), to be dated as of August 1, 2010, under the terms of which the Consolidated Government (1) will agree to make payments to the Authority in amounts sufficient to enable the Authority to pay 20.833% of the principal of, premium, if any, and interest on the Series 2010 Bonds when due, and (2) will agree to levy an annual ad valorem tax on all taxable property located within the territorial limits of the Consolidated Government, at such rate or rates, within the mill limit prescribed by an amendment to Article VII, Section I, Paragraph II of the Constitution of the State of Georgia of 1945 (1980 Ga. Laws 2177 to 2180, inclusive now specifically continued as a part of the Constitution of the State of Georgia of 1983 pursuant to an Act of the General Assembly of the State of Georgia (1983 Ga. Laws 3870 to 3872, inclusive (the "Constitutional Amendment "), or within such greater millage as may hereafter be prescribed by applicable law, as may be necessary to produce in each year revenues that are sufficient to fulfill the Consolidated Government's obligations under the Service Agreement; and WHEREAS, the Consolidated Government proposes to purchase the TEE Center Project from the Authority pursuant to an Agreement of Sale (the "Sale Agreement "), to be dated as of August 1, 2010, under the terms of which the Consolidated Government (1) will agree to make installment payments of purchase price to the Authority in amounts sufficient to enable the Authority to pay 79.167% of the principal of, premium, if any, and interest on the Series 2010 Bonds when due, and (2) will agree to levy an annual ad valorem tax on all taxable property located within the territorial limits of the Consolidated Government, at such rate or rates, within the mill limit prescribed by the Constitutional Amendment or within such greater millage as may hereafter be prescribed by applicable law, as may be necessary to produce in each year revenues that are sufficient to fulfill the Consolidated Government's obligations under the Sale Agreement; and WHEREAS, the Authority adopted a Master Bond Resolution on July 6, 2010 (the "Bond Resolution "), authorizing the issuance of the Series 2010 Bonds, and the Authority has furnished the Consolidated Government with a certified copy of the Bond Resolution; and WHEREAS, pursuant to the Bond Resolution, the payments to be received by the Authority from the Consolidated Government pursuant to the Service Agreement and the Sale Agreement are pledged to, and a first priority lien is created thereon as security for, the payment of principal of, premium, if any, and interest on the Series 2010 Bonds and any Additional Bonds (as defined in the Bond Resolution) that may be issued; and WHEREAS, the Bond Resolution sets forth, among other things, that the Series 2010 Bonds shall bear interest at the rate or rates per annum to be specified in a resolution supplementing the Bond Resolution (the "Supplemental Resolution ") to be adopted by the Authority (but which shall not in any event exceed a maximum per annum rate of interest of 8.00 %), computed on the basis of a 360 -day year consisting of twelve 30 -day months, payable on April 1, 2011, and semiannually thereafter on each October 1 and April 1 and shall mature on -2- ATLANTA:5222781.3 October 1, in the years (with a term not exceeding 40 years) and in the principal amounts to be specified in the Supplemental Resolution (provided the principal of and interest on the Series 2010 Bonds payable in any fiscal year of the Consolidated Government shall not in any event exceed a maximum amount of $2,600,000), unless earlier called for redemption; and WHEREAS, the Authority plans to sell the Series 2010 Bonds to Robert W. Baird & Co., Morgan Keegan & Company, Inc., and Siebert Brandford Shank & Co., LLC (collectively the "Underwriters ") pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement ") to be entered into among the Authority, the Consolidated Government, and the Underwriters; and WHEREAS, it is contemplated that the Series 2010 Bonds will be sold in the near future and in finalizing the terms of the Series 2010 Bonds and to accept the offer of the Underwriters to purchase the Series 2010 Bonds, the Authority plans to adopt the Supplemental Resolution, and the Supplemental Resolution will set forth, in addition to the interest rate or rates that the Series 2010 Bonds will bear and the principal amount to mature in each year, the aggregate principal amount of the Series 2010 Bonds to be issued, the optional redemption provisions pertaining to the Series 2010 Bonds, the maturities of the Series 2010 Bonds that may be designated as term bonds and subject to mandatory redemption, and the purchase price and other terms of the sale of the Series 2010 Bonds to the Underwriters; and WHEREAS, the Consolidated Government has requested the Authority to authorize the marketing of the Series 2010 Bonds by means of a Preliminary Official Statement (the "Preliminary Official Statement ") and an Official Statement, to be dated the date of its execution and delivery (the "Official Statement "), both of which shall contain, among other things, information about the Authority, the Consolidated Government, the Coliseum Project, and the TEE Center Project; and WHEREAS, after careful study and investigation, the Consolidated Government desires to enter into the Service Agreement, the Sale Agreement, and the Bond Purchase Agreement (collectively the "Agreements "); NOW, THEREFORE, BE IT RESOLVED by the Augusta - Richmond County Commission (the "Commission ") as follows: 1. The forms, terms, and conditions and the execution, delivery, and performance of the Agreements, which have been filed with the Consolidated Government, are hereby approved and authorized. The Agreements shall be in substantially the forms submitted to the Commission with such changes, corrections, deletions, insertions, variations, additions, or omissions as may be approved by the Mayor or Mayor Pro Tempore of the Consolidated Government, whose approval thereof shall be conclusively evidenced by the execution of the Agreements. 2. The Mayor or Mayor Pro Tempore of the Consolidated Government is hereby authorized and directed to execute on behalf of the Consolidated Government the Agreements, and the Clerk of Commission of the Consolidated Government is hereby authorized and directed to affix thereto and attest the seal of the Consolidated Government, upon proper execution and delivery of the other parties thereto, provided, that in no event shall any such attestation or affixation of the seal of the Consolidated Government be required as a prerequisite to the -3- ATLANTA:5222781.3 effectiveness thereof, and the Mayor or Mayor Pro Tempore and Clerk of Commission of the Consolidated Government are authorized and directed to deliver the Agreements on behalf of the Consolidated Government to the other parties thereto, and to execute and deliver all such other contracts, instruments, documents, affidavits, or certificates (including, without limitation, a Rule 15c2 -12 Certificate and a Continuing Disclosure Certificate) and to do and perform all such things and acts as each shall deem necessary or appropriate in furtherance of the issuance of the Series 2010 Bonds and the carrying out of the transactions authorized by this Resolution or contemplated by the instruments and documents referred to in this Resolution. 3. The use and distribution of the Preliminary Official Statement and the Official Statement with respect to the Series 2010 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 or Mayor Pro Tempore 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 or Mayor Pro Tempore shall constitute conclusive evidence of the Mayor or Mayor Pro Tempore's ratification, confirmation, approval and delivery thereof on behalf of the Consolidated Government. 4. This Resolution and the Agreements, 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 the Consolidated Government and made available for public inspection by any interested party immediately following the passage and approval of this Resolution. PASSED, ADOPTED, SIGNED, APPROVED, AND EFFECTIVE this 20th day of July 2010. AUGUSTA, GEORGIA (SEAL) H�By: " h Mayor Attest: r lerk of Co ipinission -4- ATLANTA:5222781.3 CLERK OF COMMISSION'S CERTIFICATE I, LENA J. BONNER, the duly appointed, qualified, and acting Clerk of Commission of Augusta, Georgia (the "Consolidated Government "), DO HEREBY CERTIFY that the foregoing pages of typewritten matter constitute a true and correct copy of a resolution adopted on July 20, 2010, by the Augusta- Richmond County Commission (the "Commission ") in a meeting duly called and assembled in accordance w'th applicablq, laws and with the procedures of the Consolidated Government, by a vote of Yea and Nay, which meeting was open to the public and at which a quorum was present and acting throughout, and that the original of the foregoing resolution appears of public record in the Minute Book of the Commission, which is in my custody and control. GIVEN under my hand and the seal of the Consolidated Government, this 20th day of July 2010. (SEAL) ME • • • ATLANTA:5222781.3