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HomeMy WebLinkAboutWATER AND SEWER REVENUE BONDS, SERIES 2017 SUPPLEMENTAL BOND RESOLUTION SUPPLEMENTAL SERIES 2017 BOND RESOLUTION WHEREAS, Augusta, Georgia (the "Consolidated Government") adopted its Series 2017 Bond Resolution (the "Original Resolution") on September 5, 2017, authorizing the issuance and sale of its Water and Sewerage Revenue Refunding Bonds, Series 2017 (the "Series 2017 Bonds"), for the purpose of refunding $123,755,000 in aggregate principal amount of the Consolidated Government's Water and Sewerage Revenue Refunding Bonds, Series 2007, maturing October 1, 2018 and thereafter (the "Refunded Bonds"), and paying the expenses necessary to accomplishing the foregoing; and WHEREAS, certain capitalized terms used in this Supplemental Series 2017 Bond Resolution (this "Supplemental Resolution") shall have the meaning given to them in the Original Resolution; and WHEREAS, the Original Resolution provides that the Series 2017 Bonds (1) shall be issued in an original aggregate principal amount to be specified in a Supplemental Resolution to be adopted by the Governing Body, but which shall not in any event exceed a maximum aggregate principal amount of$125,000,000, (2) shall bear interest at the rates per annum to be specified in a Supplemental Resolution to be adopted by the Governing Body (but which shall not in any event exceed a maximum per annum rate of interest of 5.00%), computed on the basis of a 360-day year consisting of twelve 30-day months, payable on April 1, 2018, and semiannually thereafter on each October 1 and April 1 of each year and shall mature on October 1, in the years (with a final maturity not later than October 1, 2030) and in the principal amounts to be specified in a Supplemental Resolution to be adopted by the Governing Body (provided the principal of and interest on the Series 2017 Bonds payable in any Fiscal Year shall not in any event exceed a maximum amount of $17,000,000), unless earlier called for redemption, (3) that mature on October 1 of the years to be specified in a Supplemental Resolution to be adopted by the Governing Body will be Term Bonds, and (4) will be subject to optional and mandatory redemption prior to maturity as specified in a Supplemental Resolution to be adopted by the Governing Body; and WHEREAS, the Original Resolution provides that (1) the Series 2017 Bonds are authorized to be sold pursuant to competitive sale, (2) a Notice of Sale and a Preliminary Official Statement be prepared and distributed to all securities dealers deemed to have an interest in purchasing all, but not a part, of the Series 2017 Bonds, and(3) once the bids are received for the sale of the Series 2017 Bonds pursuant to the Notice of Sale, the Administrator of the Consolidated Government is authorized to identify the bid with the lowest total interest cost and the Governing Body will adopt a Supplemental Resolution accepting the winning bid for the Series 2017 Bonds and setting forth, among other things, the final interest rates on, maturities, redemption provisions, principal amount of the Series 2017 Bonds, which interest rates and principal amounts shall be within the parameters set forth in the Original Resolution; and WHEREAS,pursuant to an Official Notice of Sale with respect to the Series 2017 Bonds circulated by the Consolidated Government (the "Notice of Sale"), providing for the receipt by the Consolidated Government of electronic bids submitted via PARITY for the purchase of the Series 2017 Bonds on October 17, 2017, the Consolidated Government has received electronic bids submitted via PARITY for the purchase of the Series 2017 Bonds; and 38485273.v3 WHEREAS,the Notice of Sale provided that the Series 2017 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 the Series 2017 Bonds, and the bids were as follows: BIDDER TRUE INTEREST COST BID Bank of America Merrill Lynch 2.220702% J.P. Morgan Securities LLC 2.253507 Citigroup Global Markets Inc. 2.257302 Piper Jaffray 2.268789 Robert W. Baird&Co., Inc. 2.273498 Wells Fargo Bank,National Association 2.274008 Raymond James &Associates, Inc. 2.284375 Mesirow Financial, Inc. 2.310852 TD Securities 2.311586 Hutchison, Shockey,Erley& Co. 2.320978 Janney Montgomery Scott LLC 2.333284 WHEREAS, the bid of a responsible bidder resulting in the lowest true interest cost to the Consolidated Government and within the parameters set forth in the Original Resolution was submitted by Bank of America Merrill Lynch (the "Purchaser"), and a copy of such bid is attached to this Supplemental Resolution as Exhibit A and incorporated herein by reference; and WHEREAS, after due consideration it is deemed advisable and in the best interest of the Consolidated Government that the Series 2017 Bonds be sold to the Purchaser, the Purchaser having in all respects complied with the terms of the Notice of Sale; NOW, THEREFORE, BE IT RESOLVED by the Augusta-Richmond County Commission, as follows: 1. All actions heretofore taken by the Governing Body and the officers and agents of the Consolidated Government directed toward the issuance and sale of the Series 2017 Bonds be and the same are hereby ratified, approved, and confirmed. 2. The Series 2017 Bonds shall be issued in the original aggregate principal amount of $94,895,000. The Series 2017 Bonds shall bear interest at the rates per annum set forth below, computed on the basis of a 360-day year consisting of twelve 30-day months,payable on April 1, 2018, and semiannually thereafter on each October 1 and April 1 of each year and shall mature on October 1, in the years and in the principal amounts as follows, unless earlier called for redemption: -2- 38485273.v3 Year Principal Interest of Maturity Amount Rate 2021 $ 7,530,000 5.00% 2022 12,545,000 5.00 2023 7,800,000 5.00 2024 8,190,000 5.00 2025 8,600,000 5.00 2026 9,030,000 5.00 2027 9,480,000 5.00 2028 9,960,000 5.00 2029 10,720,000 3.00 2030 11,040,000 3.00 3. The Series 2017 Bonds maturing on or after October 1, 2028, may be redeemed prior to their respective maturities at the option of the Consolidated Government on or after October 1, 2027, in whole or in part at any time, in the order of maturities selected by the Consolidated Government (less than all of such Series 2017 Bonds of a single maturity to be selected by lot in a manner as the Consolidated Government may determine) from any moneys available therefor at the redemption price equal to the principal amount of the Series 2017 Bonds to be redeemed plus accrued interest to the redemption date. 4. From the proceeds derived from the sale of the Series 2017 Bonds ($110,426,858.77), the following payments shall be made, simultaneously with the issuance and delivery of the Series 2017 Bonds, to the extent and in the manner set forth herein and in the Original Resolution: (a) The sum of $109,826,682.65, or such other amount as shall be necessary, shall be deposited into the 2007 Defeasance Account and applied to pay a portion of the principal of and premium and interest on the Refunded Bonds on November 14, 2017; and (b) The balance of the proceeds ($600,176.12 or such other remaining balance) from the sale of the Series 2017 Bonds shall be deposited into the 2017 Expense Account. In addition, the sum of$17,574,657.84 released from the funds and accounts held under the Prior Lien Resolution upon redemption in full of the Refunded Bonds (or such other amount released therefrom), shall be applied as follows: (1) The sum of$15,904,959.72, or such other amount as shall be necessary, shall be deposited into the 2007 Defeasance Account and applied to pay a portion of the principal of and premium and interest on the Refunded Bonds on November 14, 2017; and (2) The sum of$662,467.86, or such other amount as shall be necessary, shall be deposited into the Debt Service Reserve Account; and -3- 38485273.v3 (3) The balance of such sum ($1,007,230.26 or such other remaining balance) shall be deposited into the Utility General Fund. 5. The bid submitted by the Purchaser to purchase the Series 2017 Bonds, attached hereto as Exhibit A, is hereby accepted, and all other bids so received are hereby rejected, and any actions of the Mayor or the Administrator of the Consolidated Government, for and on behalf of the Consolidated Government, are hereby ratified and approved relating to any earlier notification to all bidders of the acceptance and rejection of such bids by the Consolidated Government. The purchase price for the Series 2017 Bonds is equal to $110,426,858.77 ($94,895,000 plus net premium of $15,670,607.60 less Purchaser's discount of $138,748.83). The Bonds shall, in due course, be delivered to the Purchaser against payment for the Series 2017 Bonds in accordance with the Notice of Sale and the Purchaser's bid accepted by the Consolidated Government. 6. As required by Section 2.2 of the Original Resolution as a condition precedent to the issuance of the Series 2017 Bonds as Additional Bonds, attached hereto as Exhibit B is a certificate of the Consolidated Government: (i) setting forth the aggregate amount of interest and principal of all Prior Lien Bonds and Senior Bonds falling due during the current Fiscal Year and for each subsequent Fiscal Year to and including the Fiscal Year of the last maturity of any Prior Lien Bonds and Senior Bonds Outstanding (A) with respect to all Prior Lien Bonds and Senior Bonds Outstanding immediately prior to the date of authentication and delivery of the Series 2017 Bonds (consisting of the Refunded Bonds, the Series 2012 Bonds, the Series 2013 Bonds, and the Series 2014 Bonds) and (B) with respect to all Prior Lien Bonds and Senior Bonds to be Outstanding immediately thereafter(consisting of the Series 2012 Bonds, the Series 2013 Bonds, the Series 2014 Bonds, and the Series 2017 Bonds and taking into effect the redemption of the Refunded Bonds); and (ii) demonstrating that the amount set forth for each Fiscal Year pursuant to (i)(B) above is no greater than the amount set forth for such Fiscal Year pursuant to (i)(A) above. 7. The use and distribution of the Preliminary Official Statement and the Official Statement with respect to the Series 2017 Bonds shall be and is hereby authorized, ratified, confirmed, and approved, and the execution and delivery of the Official Statement in final form shall be and is hereby authorized, ratified, confirmed, and approved. The Mayor 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. 8. The Consolidated Government hereby confirms the existence and applicability of the Original Resolution and ratifies, restates, and reaffirms its representations, warranties, covenants, and agreements and all of the applicable terms, conditions, and provisions as set forth in the Original Resolution and as supplemented and amended by this Supplemental Resolution. Except where otherwise expressly indicated in this Supplemental Resolution, the provisions of the Original Resolution are to be read as part of this Supplemental Resolution as though copied verbatim herein, and provisions of this Supplemental Resolution shall be read as additions to, and not as substitutes for or modifications of(except as otherwise specifically provided herein), the provisions of the Original Resolution. Except as expressly amended, modified, or -4- 38485273.v3 supplemented by this Supplemental Resolution, all of the terms, conditions, and provisions of the Original Resolution shall remain in full force and effect. In executing and delivering this Supplemental Resolution, the Consolidated Government shall be entitled to all powers, privileges, and immunities afforded to the Consolidated Government and shall be subject to all the duties, responsibilities, and obligations of the Consolidated Government under the Original Resolution. 9. The Mayor Pro Tem may take any action, or execute and deliver any document, agreement, or other writing, which the Mayor is authorized to execute and deliver pursuant to this Supplemental Resolution. An Assistant or Deputy Clerk of Commission may attest any execution of any document, agreement, or writing by the Mayor or the Mayor Pro Tern, in the same manner as the Clerk of Commission would be authorized to attest any such execution. 9. This Supplemental Resolution shall take effect immediately upon its adoption. 10. Any and all Resolutions or resolutions, or parts of Resolutions or resolutions, if any, in conflict with this Supplemental Resolution are hereby repealed. 11. This Supplemental Resolution supplements and amends a contract with the Bondholders binding the Consolidated Government, and therefore it is proper and appropriate for the Mayor to execute the same on behalf of the Consolidated Government and for the Clerk of Commission to attest the same. PASSED, ADOPTED, SIGNED, APPROVED, AND EFFECTIVE this 17th day of October 2017. AUGUSTA, GEORGIA SEAL // ) By: `N4/lr• Or .>. Mayor Attest: .00,1111. 1111W4104 ,40 0;0,7/1,7 ' '�s.►' , l r it f'I lerk � � � � x•40 zr tom' -7a� r 0 :�? � i Sr. �,� iS woo/ # .ova / t "►wwfxe+ -5- 38485273.v3 EXHIBIT A WINNING BID FORM [Attached] 38485273.v3 • PARITY Bid Form Page 1 of 2 Upcoming Calendar II Overview I Result I! Excel I Bank of America Merrill Lynch - New York , NY's Bid :% :1RI'T Augusta $92,735,000 Water and Sewerage Revenue Refunding Bonds Series 2017 For the aggregate principal amount of$92,735,000.00,we will pay you $107,851,545.80, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s): Maturity Date Amount$Coupon %Yield %Dollar Price 10/01/2018 10M 5.0000 0.9700 103.523 10/01/2019 10M 5.0000 1.0500 107.335 10/01/2020 10M 5.0000 1.1700 110.816 10/01/2021 8,275M 5.0000 1.3300 113.834 10/01/2022 12,260M 5.0000 1.5000 116.410 10/01/2023 7,500M 5.0000 1.6500 118.699 10/01/2024 7,875M 5.0000 1.8000 120.619 10/01/2025 8,270M 5.0000 1.9500 122.177 10/01/2026 8,685M 5.0000 2.1000 123.380 10/01/2027 9,115M 5.0000 2.2100 124.640 10/01/2028 9,575M 5.0000 2.3000 123.739 10/01/2029 10,320M 3.0000 2.5700 103.729 10/01/2030 10,830M 3.0000 2.6800 102.759 Total Interest Cost: $34,204,840.97 Premium: $15,116,545.80 Net Interest Cost: $19,088,295.17 TIC: 2.220702 Time Last Bid Received On:10/17/2017 9:59:25 EDST 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: Bank of America Merrill Lynch, New York , NY Contact: Brendan Troy Title: Managing Director Telephone:212-449-5081 Fax: 212-553-2042 Issuer Name: Augusta Company Name: Accepted By: Accepted By: Date: Date: https://www.newissuehome.i-deal.com/Parity/asp/main.asp?frame=content&page=parity... 10/17/2017 PARITY Bid Form Page 2 of 2 • ©1981-20021-Deal LLC,All rights reserved, Trademarks https://www.newissuehome.i-deal.com/Parity/asp/main.asp?frame=content&page=parity... 10/17/2017 EXHIBIT B PARITY CERTIFICATE [Attached] 38485273.v3 PARITY CERTIFICATE The undersigned,JANICE ALLEN JACKSON,Administrator of Augusta, Georgia(the "Consolidated Government"), hereby certifies as follows in connection with the issuance of the Consolidated Government's Water and Sewerage Revenue Refunding Bonds, Series 2017, in the original aggregate principal of$94,895,000 (the "Series 2017 Bonds"), being issued pursuant to a Series 2017 Bond Resolution adopted by the Augusta-Richmond County Commission (the "Commission") on September 5, 2017, and a Supplemental Series 2017 Bond Resolution adopted by the Commission on October 17, 2017 (collectively the "2017 Resolution"; capitalized terms used herein and not otherwise defined have the meanings assigned to them in the 2017 Resolution): 1. Attached hereto are schedules prepared by the Consolidated Government's financial advisor, Davenport&Company LLC, setting forth the aggregate amount of interest and principal of all Prior Lien Bonds and Senior Bonds falling due during the current Fiscal Year and for each subsequent Fiscal Year to and including the Fiscal Year of the last maturity of any Prior Lien Bonds and Senior Bonds Outstanding (A)with respect to all Prior Lien Bonds and Senior Bonds Outstanding immediately prior to the date of authentication and delivery of the Series 2017 Bonds (consisting of the Refunded Bonds, the Series 2012 Bonds, the Series 2013 Bonds, and the Series 2014 Bonds) and (B) with respect to all Prior Lien Bonds and Senior Bonds to be Outstanding immediately thereafter(consisting of the Series 2012 Bonds,the Series 2013 Bonds, the Series 2014 Bonds, and the Series 2017 Bonds and taking into effect the redemption of the Refunded Bonds). 2. Based on such schedules, the amount set forth for each Fiscal Year pursuant to clause (B) of paragraph 1 above is no greater than the amount set forth for such Fiscal Year pursuant to clause (A) of paragraph 1 above. WITNESS my signature this 17th day of October 2017. - 0 jik NICE ALLEN J CKSON,Administrator Ain 10/17 38485273.v3 Outstanding Debt Service (Prior to Delivery of Series 2017 Bonds) Fiscal Series 2007 Series 2012 Series 2013 Series 2014 Series 2017 Year Bonds Bonds Bonds Bonds Bonds Total 2018 $12,112,750 $ 9,550,225 $1,728,648 $ 8,255,388 $0 $31,647,010 2019 16,486,500 5,187,475 1,720,148 8,253,788 0 31,647,910 2020 16,486,750 5,187,475 1,716,048 8,255,788 0 31,646,060 2021 16,485,500 5,187,475 1,716,198 8,256,188 0 31,645,360 2022 16,481,500 5,187,475 1,722,885 8,254,988 0 31,646,848 2023 11,108,500 10,552,475 1,730,610 8,257,188 0 31,648,773 2024 11,108,500 10,559,225 1,723,430 8,252,588 0 31,643,743 2025 11,109,750 10,557,225 1,722,630 8,252,938 0 31,642,543 2026 11,111,250 10,551,225 1,728,245 8,257,238 0 31,647,958 2027 11,107,000 10,555,725 1,729,710 8,255,338 0 31,647,773 2028 11,111,250 10,554,475 1,726,210 8,252,388 0 31,644,323 2029 11,377,500 10,555,475 1,457,525 8,253,388 0 31,643,888 2030 11,371,500 10,555,475 1,481,750 8,256,513 0 31,665,238 2031 0 22,243,175 1,170,250 6,826,500 0 30,239,925 2032 0 22,245,375 1,166,250 6,826,500 0 30,238,125 2033 0 1,547,525 1,890,000 25,741,500 0 29,179,025 2034 0 1,547,525 0 25,745,325 0 27,292,850 2035 0 1,547,525 0 25,745,675 0 27,293,200 2036 0 1,547,525 0 25,745,975 0 27,293,500 2037 0 1,547,525 0 25,739,425 0 27,286,950 2038 0 1,547,525 0 25,744,450 0 27,291,975 2039 0 1,547,525 0 25,743,575 0 27,291,100 2040 0 15,547,525 0 0 0 15,547,525 2041 0 15,557,525 0 0 0 15,557,525 2042 0 16,265,025 0 0 0 16,265,025 Total $167,458,250 $217,432,725 $26,130,535 $301,172,638 $0. $712,194,148 38485273.v3 Outstanding Debt Service (After Delivery of Series 2017 Bonds) Fiscal Series 2007 Series 2012 Series 2013 Series 2014 Series 2017 Year Bonds Bonds Bonds Bonds Bonds Total 2018 $0 $ 9,550,225 $1,728,648 $ 8,255,388 $ 3,794,798 $23,329,058 2019 0 5,187,475 1,720,148 8,253,788 4,309,550 19,470,960 2020 0 5,187,475 1,716,048 8,255,788 4,309,550 19,468,860 2021 0 5,187,475 1,716,198 8,256,188 11,839,550 26,999,410 2022 0 5,187,475 1,722,885 8,254,988 16,478,050 31,643,398 2023 0 10,552,475 1,730,610 8,257,188 11,105,800 31,646,073 2024 0 10,559,225 1,723,430 8,252,588 11,105,800 31,641,043 2025 0 10,557,225 1,722,630 8,252,938 11,106,300 31,639,093 2026 0 10,551,225 1,728,245 8,257,238 11,106,300 31,643,008 2027 0 10,555,725 1,729,710 8,255,338 11,104,800 31,645,573 2028 0 10,554,475 1,726,210 8,252,388 11,110,800 31,643,873 2029 0 10,555,475 1,457,525 8,253,388 11,372,800 31,639,188 2030 0 10,555,475 1,481,750 8,256,513 11,371,200 31,664,938 2031 0 22,243,175 1,170,250 6,826,500 0 30,239,925 2032 0 22,245,375 1,166,250 6,826,500 0 30,238,125 2033 0 1,547,525 1,890,000 25,741,500 0 29,179,025 2034 0 1,547,525 0 25,745,325 0 27,292,850 2035 0 1,547,525 0 25,745,675 0 27,293,200 2036 0 1,547,525 0 25,745,975 0 27,293,500 2037 0 1,547,525 0 25,739,425 0 27,286,950 2038 0 1,547,525 0 25,744,450 0 27,291,975 2039 0 1,547,525 0 25,743,575 0 27,291,100 2040 0 15,547,525 0 0 0 15,547,525 2041 0 15,557,525 0 0 0 15,557,525 2042 0 16,265,025 0 0 0 16,265,025 Total $0 $217,432,725 $26,130,535 $301,172,638 $130,115,298 $674,851,196 38485273.v3 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 the Supplemental Series 2017 Bond 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 17th day of October 2017, in connection with the issuance and sale of $94,895,000 in original aggregate principal amount of revenue bonds designated "Augusta, Georgia Water and Sewerage Revenue Refunding Bonds, Series 2017," the original of such Series 2017 Bond 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 Mayor, Hardie Davis, Jr., and the following members of the Commission were present at such meeting: William Fennoy Dennis Williams Mary Davis Sammie Sias Andrew Jefferson Ben Hasan Sean Frantom Wayne Guilfoyle Marion Williams Grady Smith and that the following members were bsent: affiej 4, ,6 and that such resolution was duly adopted by a vote of: Aye ! Nay 0 WITNESS my hand and the official seal of Augusta, Georgia, this the 17th day of October 2017. I 4OW/4/ �/ (SEAL)) erk of Co pis 38485273.v3