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