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HomeMy WebLinkAboutBOND RESOLUTION AUTHORIZING THE ISSUANCE OF $26,115,000 IN AGGREGATE PRINCIPAL AMOUNT OF AUGUSTA, GEORGIA GENERAL OBLIGATION BONDS, AUTHORIZING THE EXECUTION OF THE BONDS_ REIMPOSE A SPECIAL ONCE PERCENT SALES AND USE TAX, SUBJECT TO REFERENDUM APPROVAL A BOND RESOLUTION AUTHORIZING THE ISSUANCE OF$26,115,000 IN AGGREGATE PRINCIPAL AMOUNT OF AUGUSTA, GEORGIA GENERAL OBLIGATION BONDS, SERIES 2016, 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 September 1, 2015, 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 MAXIMUM AMOUNT OF REVENUE TO BE RAISED BY THE SALES AND USE TAX; TO AUTHORIZE THE ISSUANCE OF $30,000,000 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 PURPOSE FOR WHICH THE DEBT IS TO BE ISSUED, THE MAXIMUM 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 102020681\V-1 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") (each a "City" and collectively the "Cities")) 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 then in effect, for the raising of not more than $215,550,000 for the following purposes pursuant to an Intergovernmental Sales Tax Agreement, dated as of September 1, 2011, among the Consolidated Government, Blythe, and Hephzibah: (1)(a) capital outlay projects, which are estimated to cost $207,150,000, to be owned or operated or both by Augusta 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) Acquisition, Improvement, and Renovation of Administrative Facilities, (iii) Library and Museum Improvements and Renovations, (iv) Acquisition of Renovated Municipal Building pursuant to an Intergovernmental Agreement with the Urban Redevelopment Agency of Augusta, (v) Public Safety Facilities, Equipment, and Vehicles, (vi) Information Technology, and (vii) Parks, Recreation, and Cultural Facilities; and additional estimated costs allocable to all such projects specified in subparagraphs (i) through (vii) above, as follows: (A) Sales Tax Program and Project Administration, and (B) Interest Expense on Obligations Issued to Finance Projects; (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) Drainage, Storm Water, and Bike Path Improvements, (iii) Public Safety Equipment, (iv) Community Building, Library, and Park Facilities, (v) Information Technology, (vi) Renovations to City Hall and Administrative Facility, (vii) Road Improvements, and (viii) Vehicles and Related Equipment; and (c) capital outlay projects, which are estimated to cost $6,500,000, to be owned or operated or both by Hephzibah: (i) Parks, Recreational, and Cultural Facilities, (ii) Hephzibah Agricultural Center, (iii) Water System Upgrades, Equipment, and Vehicles, (iv) Public Safety Equipment and Vehicles, (v) Fire Department Facilities, Vehicles and Equipment, (vi) Road Improvement Projects, (vii) Alternative Energy Facilities, and (viii) City Hall Expansion; 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$30,000,000 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 to pay the costs of any one or more of the Consolidated Government Projects; and -2- 102020681Av-1 WHEREAS, the Referendum Resolution called the election for November 3, 2015, and authorized and directed publication of notice of the election (in the form specified in the Referendum Resolution) in the newspaper in which sheriff's 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 November 3, 2015, 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 $30,000,000, 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 five percent (5.00%)per annum in any year, all interest to be payable semiannually on April 1 and October 1 in each year, beginning April 1, 2016, and the principal to 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 2019 $15,000,000 2020 15,000,000 WHEREAS, on March 1, 2016, 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 NOVEMBER 3, 2015 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 WHEREAS, because the Consolidated Government may wish to issue all of such general obligation debt so authorized in the aggregate principal amount of $30,000,000, in the form of general obligation bonds of the Consolidated Government, on March 1, 2016, the Commission adopted, at a meeting duly called and held, a resolution entitled: -3- 102020681\V-1 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 July 11, 2016, 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. 2016-RCCV-00277; 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$26,115,000; 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 6, 2016, 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 535 Telfair Street, Suite 800, Augusta, Georgia, at 11:00 a.m., on December 6, 2016, 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 Raymond James &Associates, Inc. 1.740286% Wells Fargo Bank, National 1.750007 Association Janney Montgomery Scott LLC 1.756552 Citigroup Global Markets Inc. 1.760250 J.P. Morgan Securities LLC 1.771348 FTN Financial Capital Markets 1.777121 Bank of America Merrill Lynch 1.820530 -4- 102020681W-1 WHEREAS, the bid of a responsible bidder resulting in the lowest true interest cost to the Consolidated Government was submitted by Raymond James & Associates, 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 $26,115,000 in original aggregate principal amount of bonds designated "Augusta, Georgia General Obligation Bonds, Series 2016" (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 April 1 and October 1 in each year, beginning April 1, 2017, and the principal shall mature on October 1 in the years and amounts as follows: Year Amount Interest Rate 2019 $13,060,000 5.00% 2020 13,055,000 5.00 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. U.S. Bank National Association, Atlanta, Georgia, is hereby designated as Paying Agent and Bond 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 -5- 102020681\V-1 deliver, for and on behalf of the Consolidated Government, a paying agency and registrar agreement between the Consolidated Government and U.S. Bank National Association. 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 shall have matured, instead of issuing a new Bond, the Consolidated Government may pay the same. -6- 102020681\V-1 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. -7- 102020681\V-1 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 2016 through 2019, 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: -8- 102020681\V-1 [FORM OF BOND] 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. UNITED STATES OF AMERICA STATE OF GEORGIA AUGUSTA, GEORGIA GENERAL OBLIGATION BOND, SERIES 2016 Number R- $ Maturity Interest Date Rate Dated CUSIP October 1, , 2016 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 in each year, commencing April 1, 2017, 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 U.S. Bank National -9- 102020681\V-1 Association, Atlanta, Georgia, as Bond Registrar(the "Bond Registrar"), or at 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 U.S. Bank National Association, 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 $26,115,000, issued by the Consolidated Government for the purpose of providing funds to pay the cost of any one 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; acquisition, improvement, and renovation of administrative facilities; library and museum improvements and renovations; acquisition of renovated municipal building pursuant to an intergovernmental agreement with the Urban Redevelopment Agency of Augusta; public safety facilities, equipment, and vehicles, information technology; and parks, recreational, and cultural facilities. The Bonds are authorized by the Constitution and statutes 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 6, 2016. 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. 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. -10- 102020681\V-1 IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all acts, conditions, and things required by the Constitution and statutes 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 statutes 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 -11- 102020681\V-1 CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of the above-described Augusta, Georgia General Obligation Bonds, Series 2016. U.S. BANK NATIONAL ASSOCIATION, Date of Authentication as Bond Registrar and Registration: 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 11th day of July 2016, in Civil Action File No. 2016-RCCV- 00277 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 -12- 102020681\V-1 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 - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common and not as community property UNIF TRANS MIN ACT - Custodian (Custodian) (Minor) under Uniform Transfers to Minors Act (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 (Name 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) Registered Owner Notice: Signature(s) must be guaranteed Notice: The signature(s) on this assignment by an eligible guarantor institution (such must correspond with the name as it appears as banks, stockbrokers, savings and loan on the face of the within Bond in every associations, and credit unions) with particular without alteration or enlargement membership in an approved Signature or any change whatsoever. Guarantee Medallion Program pursuant to S.E.C. Rule 17Ad-15. [END OF FORM OF BOND] -13- '02020681AV-1 Section S. 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 her 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. -14- 102020681\V-1 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 148(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 pay or 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. -15- 102020681\V-1 Section 15. All resolutions and parts of resolutions in conflict with this Resolution, if any, shall be and the same are hereby repealed. 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 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 6th day of December 2016. AUGUSTA, GEORGIA (SEAL) It By: 77 _ _ .: ..L-_ 4 Mayor ... ttest: �yyp�"a`��R Vie ..®''.�`C� Mrs;.t4, I ` t /'(y Ar ler.-;4'us ` b 44k '' 01, � 'x'.40 • o ei L j � W 1 fi � O 41/4 7M.w.s -16- 102020681\V-1 EXHIBIT A DEBT SERVICE SCHEDULE Payment Total Date Principal Interest Debt Service 04/01/17 $ --- $ 384,470.83 $ 384,470.83 10/01/17 --- 652,875.00 652,875.00 04/01/18 --- 652,875.00 652,875.00 10/01/18 --- 652,875.00 652,875.00 04/01/19 --- 652,875.00 652,875.00 10/01/19 13,060,000 652,875.00 13,712,875.00 04/01/20 --- 326,375.00 326,375.00 10/01/20 13,055,000 326,375.00 13,381,375.00 Total $26,115.000 $4,301,595.83 $30.416,595.83 102020681\V-1 EXHIBIT B PURCHASER'S BID [Attached] 102020681\V-1 • PARITY Bid Form Page 1 of 1 Upcoming Calendar Overview Result Excel Raymond James & Associates, Inc. - Memphis , TN's Bid I Augusta $28,500,000 General Obligation Bonds, Series 2016 For the aggregate principal amount of$28,500,000.00,we will pay you $31,460,865.00, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s): Maturity Date Amount$Coupon %Yield %Dollar Price 10/01/2019 14,250M 5.0000 1.5600 109.368 10/01/2020 14,250M 5.0000 1.7700 111.800 Total Interest Cost: $4,694,583.33 Premium: $2,960,865.00 Net Interest Cost: $1,733,718.33 TIC: 1.740286 Time Last Bid Received On:12/06/2016 10:51:52 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: Raymond James&Associates, Inc., Memphis , TN Contact: Lisa Donnelly Title: First Vice President Telephone:901-579-4518 Fax: 901-579-4465 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-deal.com/Parity/asp/main.asp?frame=content&page=parityB i... 12/6/2016 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 6th day of December 2016, in connection with the issuance and sale of$26,115,000 in aggregate principal amount of Augusta, Georgia General Obligation Bonds, Series 2016, 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 following members of the Commission were present at such meeting: Mayor Hardie Davis, Jr. William Fennoy Dennis Williams Mary Davis Sammie Sias Bill Lockett Ben Hasan Sean Frantom Wayne Guilfoyle Marion Williams Grady Smith and that the following members were absent: and that such resolution was duly adopted by a vote of: Aye IC Nay 40 WITNESS my hand and the official sea `bYXiigusTa, Georgia;t1 he-'6*h: day of December 2016. 4 ..+ rah X41• ' 040+4 40 .frar, (SEAL) .7e k o YI�''i!"i -c - ,, If. d 0 • • c `p 4'.A;t_ i 1 102020681\V-1 , ��f�'jl'1� !�'� 14144464741,4mio se" i imob.we►i