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HomeMy WebLinkAboutWATER AND SEWER REVENUE BONDS, SERIES 2017 BOND RESOLUTION TO REFUND THE AUGUSTA, GA WATER AND SEWER REVENUE BONDS SERIES 2017 BOND RESOLUTION ADOPTED SEPTEMBER 5,2017 BY THE AUGUSTA-RICHMOND COUNTY COMMISSION RELATING TO AUGUSTA,GEORGIA WATER AND SEWERAGE REVENUE REFUNDING BONDS, SERIES 2017 37367848v3 TABLE OF CONTENTS This Table of Contents is for convenience of reference only and is not part of this Series 2017 Bond Resolution. Page ARTICLE I DEFINITIONS 7 Section 1.1. Definitions 7 ARTICLE II THE SERIES 2017 BONDS 9 Section 2.1. Authorization; Designation of Series 2017 Bonds 9 Section 2.2. Parity Certification 9 Section 2.3. Series 2017 Bond Details 10 Section 2.4. Form of Series 2017 Bonds 10 Section 2.5. Global Form; Securities Depository; Ownership of Series 2017 Bonds 19 ARTICLE III REDEMPTION OF SERIES 2017 BONDS 21 Section 3.1. Optional and Mandatory Redemption of Series 2017 Bonds 21 ARTICLE IV SALE OF SERIES 2017 BONDS AND APPLICATION OF PROCEEDS; REFUNDING PROGRAM 22 Section 4.1. Sale of Series 2017 Bonds 22 Section 4.2. Application of Proceeds of Series 2017 Bonds; Transfer of Funds Held Under Prior Lien Resolution 22 Section 4.3. Redemption of Refunded Bonds 22 Section 4.4. Direction to Paying Agent for the Refunded Bonds 22 Section 4.5. Creation of 2007 Defeasance Account 23 Section 4.6. 2017 Expense Account 23 Section 4.7. Termination of Rights; Effect Thereof 23 ARTICLE V GENERAL PROVISIONS 25 Section 5.1. Continuing Disclosure for Series 2017 Bonds 25 ARTICLE VI MISCELLANEOUS PROVISIONS 26 Section 6.1. Continuance and Effect of Bond Resolution 26 Section 6.2. Designation of Bond Registrar and Paying Agent for the Series 2017 Bonds 26 Section 6.3. Validation of Series 2017 Bonds 26 (i) 37367848v3 Section 6.4. Preliminary Official Statement; Official Statement; and Deemed Final Certificate 26 Section 6.5. Authorization of Series 2017 Registrar and Paying Agent Agreement 27 Section 6.6. Effective Date 27 Section 6.7. Repeal of Conflicting Resolutions 27 Section 6.8. General Authorization 27 Section 6.9. Waiver of Bond Audit 28 Section 6.10. Bond Resolution Constitutes a Contract 28 SIGNATURES AND SEAL 30 EXHIBIT A- NOTICE OF CALL FOR REDEMPTION (ii) 37367848v3 SERIES 2017 BOND RESOLUTION A SERIES 2017 BOND RESOLUTION TO RATIFY, REAFFIRM, SUPPLEMENT, AND AMEND THAT CERTAIN MASTER BOND RESOLUTION ADOPTED ON OCTOBER 16, 2012, AS SUPPLEMENTED AND AMENDED BY THOSE CERTAIN SUPPLEMENTAL RESOLUTIONS ADOPTED ON JUNE 18, 2013, JULY 16, 2013, AUGUST 25, 2014, AND SEPTEMBER 16, 2014; TO PROVIDE FOR THE ISSUANCE BY AUGUSTA, GEORGIA OF ITS WATER AND SEWERAGE REVENUE REFUNDING BONDS, SERIES 2017, FOR THE PURPOSE OF REFUNDING ITS OUTSTANDING WATER AND SEWERAGE REVENUE REFUNDING BONDS, SERIES 2007, MATURING OCTOBER 1, 2018 AND THEREAFTER; TO PROVIDE TERMS, PROVISIONS, AND CONDITIONS FOR THE ISSUANCE OF ITS WATER AND SEWERAGE REVENUE REFUNDING BONDS, SERIES 2017; AND FOR OTHER RELATED PURPOSES. WHEREAS, Augusta, Georgia (the "Consolidated Government"), acting by and through its governing body, the Augusta-Richmond County Commission (the "Commission"), by a Master Bond Resolution duly and validly adopted on October 16, 2012 (the "Master Resolution"), as supplemented and amended by a Parity Bond Resolution duly and validly adopted on June 18, 2013 and a Supplemental Bond Resolution duly and validly adopted on July 16, 2013 (collectively the "Series 2013 Resolution"), as further supplemented and amended by a Series 2014 Bond Resolution duly and validly adopted on August 25, 2014 and a Supplemental Series 2014 Bond Resolution duly and validly adopted on September 16, 2014 (collectively the "Series 2014 Resolution"), authorized, issued, and delivered (1) $138,830,000 in original aggregate principal amount of its Water and Sewerage Revenue Refunding and Improvement Bonds (Second Resolution), Series 2012 (the "Series 2012 Bonds"), all of which are currently outstanding; (2) $22,070,000 in original aggregate principal amount of its Water and Sewerage Taxable Revenue Bonds (Second Resolution), Series 2013 (the "Series 2013 Bonds"), which are currently outstanding in the aggregate principal amount of$19,440,000; and (3) $169,180,000 in original aggregate principal amount of its Water and Sewerage Revenue Refunding and Improvement Bonds (Second Resolution), Series 2014 (the "Series 2014 Bonds"), which are currently outstanding in the aggregate principal amount of$167,515,000; and WHEREAS, terms used in this Series 2017 Bond Resolution and not otherwise defined herein shall have the meaning assigned to such terms in the Master Resolution, as supplemented and amended by the Series 2013 Resolution and the Series 2014 Resolution (collectively the "Prior Resolution"); and WHEREAS, under the terms of the Prior Resolution, the Series 2012 Bonds, the Series 2013 Bonds, and the Series 2014 Bonds (collectively the "Prior Bonds") are special limited -3- 37367848v3 obligations of the Consolidated Government payable solely from and secured by a second priority pledge of and lien on the Pledged Revenues; and WHEREAS, the Prior Bonds were issued and the Prior Resolution, authorizing the Prior Bonds, was adopted, subject to and in conformity with the provisions of a Bond Resolution duly and validly adopted by the Commission on October 21, 1996, as supplemented and amended (as more specifically defined in the Prior Resolution, the "Prior Lien Resolution"); and WHEREAS, the Consolidated Government, by the Prior Lien Resolution, authorized, issued, and delivered $177,010,000 in original aggregate principal amount of its Water and Sewerage Revenue Refunding Bonds, Series 2007 (the "Series 2007 Bonds"), which are currently outstanding in the aggregate principal amount of$133,380,000; and WHEREAS, under the terms of the Prior Lien Resolution, the Series 2007 Bonds are special limited obligations of the Consolidated Government payable solely from and secured by a first priority pledge of and lien on the "pledged revenues" (as defined in the Prior Lien Resolution) of the System; and WHEREAS, the Series 2007 Bonds are the only water and sewerage revenue bonds or obligations of the Consolidated Government presently outstanding and secured by amounts pledged under the Prior Lien Resolution; and WHEREAS,pursuant to the Prior Resolution, notwithstanding anything in the Prior Lien Resolution to the contrary, the Consolidated Government has agreed that it will not issue any additional bonds or obligations of any kind under the Prior Lien Resolution; and WHEREAS, the Prior Resolution provides for the issuance under certain conditions of Additional Bonds payable from and secured by Pledged Revenues and ranking on a parity as to the pledge of and lien on the Pledged Revenues with the Prior Bonds; and WHEREAS, after a thorough and detailed review and upon the recommendation of its financial advisor, Davenport & Company LLC (the "Financial Advisor"), the Consolidated Government has determined that due to present market conditions and in order to achieve debt service savings, the Consolidated Government at this time should refund the Series 2007 Bonds maturing October 1, 2018 and thereafter (the "Refunded Bonds"), which are currently outstanding in the aggregate principal amount of $123,755,000 (the remaining $9,625,000 in aggregate principal amount of outstanding Series 2007 Bonds to be paid at maturity on October 1, 2017); and WHEREAS, the Financial Advisor has further recommended and the Consolidated Government has concurred that such refunding of the Refunded Bonds should be accomplished by making due and legal provision for the redemption of the Refunded Bonds on the date of redemption provided herein by paying the principal amount and premium thereof and the interest to accrue thereon until such date of redemption and the payment of all expenses necessary to accomplish the foregoing, all as hereinafter provided; and WHEREAS, the Consolidated Government has determined that it is in the best interests of the citizens of the area served by the System for the Consolidated Government to refund all of -4- 37367848v3 the outstanding Refunded Bonds and to finance the costs of the foregoing by issuing its Water and Sewerage Revenue Refunding Bonds, Series 2017 (the "Series 2017 Bonds") in an aggregate principal amount not to exceed $125,000,000; and WHEREAS, the Series 2007 Bonds and the Prior Bonds are the only presently outstanding revenue bonds or obligations of the Consolidated Government secured by a pledge of and lien on the Pledged Revenues, and the Consolidated Government is now complying in all respects with the terms, provisions, and covenants of the Prior Lien Resolution and the Prior Resolution and is maintaining the respective special funds therein created in the full amount as required; and WHEREAS, the Series 2017 Bonds to be issued by the Consolidated Government shall be Additional Bonds payable from and secured by Pledged Revenues and shall rank on a parity as to the pledge of and lien on the Pledged Revenues with the Prior Bonds, as permitted under Article VI of the Master Resolution; and WHEREAS, Section 6.6 of the Master Resolution provides that (1)the Consolidated Government will adopt a Series Resolution authorizing the issuance of any additional Bonds and reciting that the requirements of Article VI of the Master Resolution have been satisfied, and will set forth in such proceedings, among other things, the date or dates such additional Bonds will bear and the rate or rates of interest, interest payment date or dates, maturity date or dates, and redemption provisions with respect to such additional Bonds and any other matters applicable to such additional Bonds as the Consolidated Government may deem advisable; (2) any such Series Resolution will restate and reaffirm, by reference, all of the applicable terms, conditions, and provisions of the Bond Resolution not modified by the Series Resolution; and (3) all additional Bonds, any Series Resolution providing for such additional Bonds, and all proceedings relative thereto and the security therefor shall be validated as then prescribed by law; and WHEREAS, the Master Resolution requires a Series Resolution to establish the date or dates of the pertinent series of Bonds, the schedule of maturities of such Bonds, whether any such Bonds will be Compound Interest Bonds, the name of the purchaser(s) of such series of Bonds, the purchase price thereof, the rate or rates of interest to be borne thereby, whether fixed or variable, the interest payment dates for such Bonds, the terms and conditions, if any, under which such Bonds may be made subject to redemption (mandatory or optional) prior to maturity, the form of such Bonds, and such other details as the Consolidated Government may determine; and WHEREAS, upon the issuance of the Series 2017 Bonds and the refunding of the Refunded Bonds (and after payment of the Series 2007 Bonds maturing on October 1, 2017), no Prior Lien Bonds (as defined herein) will remain outstanding and accordingly the Prior Lien Resolution shall be null and void and of no force and effect, the lien created thereunder on the revenues of the System shall be fully and completely discharged, and provision should be made to transfer, simultaneously with the issuance of the Series 2017 Bonds, all moneys then on hand, after the withdrawal of the sums to be applied toward the refunding of the Refunded Bonds, in the special funds heretofore created and now being maintained under the Prior Lien Resolution into funds heretofore created and now being maintained under the Prior Resolution; and -5- 37367848v3 WHEREAS, upon the issuance of the Series 2017 Bonds and the refunding of the Refunded Bonds, the Prior Bonds and the Series 2017 Bonds will be the only outstanding water and sewerage revenue bonds having a lien on the Pledged Revenues; the Prior Bonds shall no longer be junior lien obligations of the System; and the Prior Bonds, the Series 2017 Bonds, and any Additional Bonds will be payable solely from, and secured by, a first priority pledge of and lien on Pledged Revenues; and NOW, THEREFORE, BE IT RESOLVED by the Augusta-Richmond County Commission, as follows: -6- 37367848v3 ARTICLE I DEFINITIONS Section 1.1. Definitions. The definitions contained in the Prior Resolution are hereby amended, modified, and supplemented as follows, and the following terms shall have the meanings specified below, unless the context clearly requires otherwise. "Authorized Denominations" means, with respect to the Series 2017 Bonds, $5,000 and any integral multiple thereof. "Bond Registrar" means, with respect to the Series 2017 Bonds, U.S. Bank National Association. "Interest Payment Date" means, with respect to the Series 2017 Bonds, each April 1 and October 1, commencing April 1, 2018. "Paying Agent" means, with respect to the Series 2017 Bonds, U.S. Bank National Association. "Prior Bonds" means, collectively, the Series 2012 Bonds, the Series 2013 Bonds, and the Series 2014 Bonds. "Prior Lien Bonds" means the Outstanding Series 2007 Bonds issued pursuant to the Prior Lien Resolution. "Prior Resolution" means the Master Resolution, as supplemented and amended by the Series 2013 Resolution and the Series 2014 Resolution. "Record Date" means, with respect to the Series 2017 Bonds, the 15th day (whether or not a business day) of the calendar month next preceding an Interest Payment Date. "Refunded Bonds" means, with respect to this Series 2017 Resolution, the Series 2007 Bonds maturing October 1, 2018 and thereafter. "Series 2007 Bonds" means the Consolidated Government's Water and Sewerage Revenue Refunding Bonds, Series 2007, issued in the original aggregate principal amount of $177,010,000 pursuant to the terms of the Prior Lien Resolution. "Series 2017 Bonds" means the Consolidated Government's Water and Sewerage Revenue Refunding Bonds, Series 2017, in the original aggregate principal amount not to exceed $125,000,000, authorized under Section 2.1. "Series 2017 Disclosure Certificate" means the continuing disclosure certificate executed in connection with the issuance of the Series 2017 Bonds. -7- 37367848v3 "Series 2017 Paying Agent and Bond Registrar Agreement" means the Paying Agent and Bond Registrar Agreement, to be dated the date of its execution and delivery, between the Consolidated Government and U.S. Bank National Association, relating to the Series 2017 Bonds, as amended, modified, or replaced. "Series 2017 Resolution" means this Series 2017 Bond Resolution. "Standard and Poor's" or "S&P" means S&P Global Ratings, a division of Standard & Poor's Financial Services LLC, or, if such corporation is dissolved or liquidated or otherwise ceases to perform securities rating services, such other nationally recognized securities rating agency as may be designated in writing by the Consolidated Government. The notice address of Standard& Poor's shall be 55 Water Street,New York,New York 10041. "2007 Defeasance Account" means the 2007 Defeasance Account established in Section 4.5. "2007 Paying Agent" means U.S. Bank National Association, as paying agent for the Series 2007 Bonds pursuant to the Prior Lien Resolution. "2017 Expense Account"means the 2017 Expense Account established in Section 4.6. [End of Article I] -8- 37367848v3 ARTICLE II THE SERIES 2017 BONDS Section 2.1. Authorization; Designation of Series 2017 Bonds. The Consolidated Government hereby authorizes the execution, issuance, and delivery of a series of Bonds, in the original aggregate principal amount not to exceed $125,000,000, to be designated "Augusta, Georgia Water and Sewerage Revenue Refunding Bonds, Series 2017," which shall be executed, issued, and delivered under, and secured by, the Prior Resolution, as supplemented and amended by this Series 2017 Resolution. Section 2.2. Parity Certification. The Series 2017 Bonds shall be Additional Bonds payable from and secured by Pledged Revenues and shall rank on a parity as to the pledge of and lien on the Pledged Revenues with the Prior Bonds, pursuant to authorization granted by Article VI of the Master Resolution. The Consolidated Government hereby finds, determines, declares, and certifies that it has fulfilled, or will fulfill, prior to the issuance and delivery of the Series 2017 Bonds, all of the applicable requirements of Article VI of the Master Resolution that are conditions precedent to the issuance of the Series 2017 Bonds as Additional Bonds, namely: (a) The Consolidated Government will execute a certificate, to be attached to a Supplemental Resolution to be adopted by the Governing Body: (i) setting forth the aggregate amount of interest and principal of all Prior Lien Bonds and Senior Bonds falling due during the then 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 then 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 and (B) with respect to all Prior Lien Bonds and Senior Bonds to be Outstanding immediately thereafter; 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. (b) None of the Series 2017 Bonds will bear interest at a Variable Rate. (c) The Consolidated Government will receive an opinion of Bond Counsel, dated as of the date of issuance of the Series 2017 Bonds, to the effect that this Series 2017 Resolution and any related Supplemental Resolution have been duly adopted by the Consolidated Government. The Consolidated Government hereby certifies and recites that the requirements of Article VI of the Master Resolution for the issuance of the Series 2017 Bonds as Additional Bonds have been, or will, prior to the issuance and delivery of the Series 2017 Bonds, be, satisfied, and the Series 2017 Bonds shall be treated as Additional Bonds secured under and pursuant to the Bond Resolution equally and ratably with the Prior Bonds. -9- 37367848v3 Section 2.3. Series 2017 Bond Details. The Series 2017 Bonds shall be dated the date of issuance and delivery thereof. The Series 2017 Bonds shall be numbered in a convenient manner, established by the Bond Registrar and shown by the Bond Register. The Series 2017 Bonds 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. The Series 2017 Bonds that mature on October 1 of the years to be specified in a Supplemental Resolution to be adopted by the Governing Body may be Term Bonds. Section 2.4. Form of Series 2017 Bonds. The Series 2017 Bonds, the Validation Certificate, and the Bond Registrar's Certificate of Authentication shall be in substantially the form set out below, with such variations, omissions, substitutions, and insertions as are required or permitted by the Bond Resolution. -10- 37367848v3 [FORM OF SERIES 2017 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 WATER AND SEWERAGE REVENUE REFUNDING BOND, SERIES 2017 Number R- $ Maturity Interest Date Rate Dated CUSIP October 1, 20_ , 2017 Registered Owner: Cede & Co. Principal Amount: KNOW ALL MEN BY THESE PRESENTS that AUGUSTA, GEORGIA (the "Consolidated Government"), a political subdivision of the State of Georgia, existing as such under and by virtue of the Constitution, statutes and laws of the State of Georgia, for value received, hereby promises to pay (but only out of the sources provided) to the registered owner identified above, or registered assigns, on the Maturity Date stated above, unless this Bond shall have been called for redemption prior to maturity and payment of the redemption price shall have been duly made or provided for, the principal amount identified above and to pay (but only out of the sources provided) interest on the balance of such principal sum from time to time remaining unpaid from and including the date hereof or from and including the most recent Interest Payment Date (as hereinafter defined) with respect to which interest has been paid or duly provided for, until payment of such principal sum has been made, 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 of each year (each an "Interest Payment Date") commencing -11- 37367848v3 April 1, 2018, until the payment of the principal amount of this Bond in full, and promises to pay interest on overdue principal and, to the extent permitted by law, on overdue premium, if any, and interest, at such rate. Principal of and redemption premium, if any, on this Bond are payable when due in lawful money of the United States of America upon presentation and surrender of this Bond at the designated corporate trust office of U.S. Bank National Association, Atlanta, Georgia, as registrar and paying agent (the "Bond Registrar" or the "Paying Agent"). Payment of interest on this Bond shall be made to the registered owner and shall be paid in lawful money of the United States of America by check or draft mailed on the applicable Interest Payment Date to such registered owner as of the close of business on the 15th day of the calendar month (the "Record Date") immediately preceding such Interest Payment Date at its address as it appears on the registration books (the "Bond Register") of the Consolidated Government maintained by the Bond Registrar, or at such other address as is furnished in writing by such registered owner to the Bond Registrar. Notwithstanding the foregoing, however, interest on this Bond shall be payable to any registered owner of more than $1,000,000 in aggregate principal amount of the Bonds of the same series as this Bond (including this Bond) by deposit of immediately available funds to the account of such registered owner maintained with the Paying Agent or transmitted by wire transfer to such registered owner at an account maintained at a commercial bank located within the United States of America, if the Paying Agent receives from such registered owner written deposit or wire transfer instructions prior to the Record Date preceding the Interest Payment Date for which the deposit or wire transfer is requested. This Bond is one of a series of$ in original aggregate principal amount of revenue bonds designated "Augusta, Georgia Water and Sewerage Revenue Refunding Bonds, Series 2017" (the "Series 2017 Bonds"), issued by the Consolidated Government pursuant to and in full compliance with the provisions of the Constitution and statutes of the State of Georgia, including specifically, but without limitation, Article 3 of Chapter 82 of Title 36 of the Official Code of Georgia Annotated, known as the "Revenue Bond Law," as amended. The Series 2017 Bonds have been authorized by a Series 2017 Bond Resolution duly adopted by the Consolidated Government on September 5, 2017, as supplemented and amended by a Supplemental Series 2017 Bond Resolution duly adopted by the Consolidated Government on , 2017 (collectively the "Series 2017 Resolution"), 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. The Series 2017 Bonds are issued under, and the Series 2017 Resolution was adopted subject to and in conformity with, the provisions of a Master Bond Resolution (the "Master Resolution") duly adopted by the Consolidated Government on October 16, 2012, as supplemented and amended by a Parity Bond Resolution duly adopted on June 18, 2013 and a Supplemental Bond Resolution duly adopted on July 16, 2013 (collectively the "Series 2013 Resolution"), as further supplemented and amended by a Series 2014 Bond Resolution duly adopted on August 25, 2014 and a Supplemental Series 2014 Bond Resolution duly adopted on September 16, 2014 (collectively the "Series 2014 Resolution"), authorizing the issuance of -12- 37367848v3 (i) $138,830,000 in original aggregate principal amount of the Consolidated Government's Water and Sewerage Revenue Refunding and Improvement Bonds (Second Resolution), Series 2012 (the "Series 2012 Bonds"), all of which are currently outstanding; (ii) $22,070,000 in original aggregate principal amount of the Consolidated Government's Water and Sewerage Taxable Revenue Bonds (Second Resolution), Series 2013 (the "Series 2013 Bonds"), which are currently outstanding in the aggregate principal amount of$19,440,000; and (iii) $169,180,000 in original aggregate principal amount of the Consolidated Government's Water and Sewerage Revenue Refunding and Improvement Bonds (Second Resolution), Series 2014 (the "Series 2014 Bonds"), which are currently outstanding in the aggregate principal amount of $167,515,000. Under the terms of the Master Resolution, as supplemented and amended by the Series 2013 Resolution and the Series 2014 Resolution (collectively the "Prior Resolution"), the Series 2012 Bonds, the Series 2013 Bonds, and the Series 2014 Bonds (collectively the "Prior Bonds") were payable solely from and secured by a second priority pledge of and lien on the Pledged Revenues (as defined in the Bond Resolution (as hereinafter defined)), subject to and in conformity with the provisions of that certain resolution adopted by the Consolidated Government on October 21, 1996, as supplemented and amended (as more specifically defined in the Bond Resolution, the "Prior Lien Resolution"). The Master Resolution provides for the issuance under certain conditions of Additional Bonds (as defined in the Master Resolution) payable from and secured by Pledged Revenues and ranking on a parity as to the pledge of and lien on the Pledged Revenues with the Prior Bonds. The Series 2017 Bonds have been issued under the provisions of the Master Resolution authorizing the issuance of Additional Bonds and, as Additional Bonds, will be payable from and secured by Pledged Revenues and will rank on a parity as to the pledge of and lien on the Pledged Revenues with the Prior Bonds. The Series 2017 Bonds are all issued under and, together with the Prior Bonds, are equally and ratably secured by and entitled to the benefit of the Prior Resolution, as supplemented and amended by the Series 2017 Resolution (collectively the "Bond Resolution"). By the issuance of the Series 2017 Bonds and the refunding of the Refunded Bonds, the Prior Bonds and the Series 2017 Bonds are the only outstanding water and sewerage revenue bonds having a lien on the Pledged Revenues; the Prior Bonds are no longer junior lien obligations of the System (as defined in the Bond Resolution); and the Prior Bonds and the Series 2017 Bonds are, and any Additional Bonds will be, payable solely from, and secured by, a first priority pledge of and lien on Pledged Revenues. The Series 2017 Bonds maturing on or before October 1, 20_, may not be called for optional redemption prior to maturity. The Series 2017 Bonds maturing on or after October 1, 20 , are subject to redemption prior to maturity at the option of the Consolidated Government on or after October 1, 20 , in whole or in part at any time, at the redemption price equal to the principal amount of the Series 20_ Bonds to be redeemed plus accrued interest on such redemption date. The Series 2017 Bonds maturing on October 1, 20_, are subject to mandatory sinking fund redemption on October 1, 20 and on each October 1 thereafter, in accordance with the Bond Resolution, at a redemption price equal to the principal amount of each Series 2017 Bond (or portion thereof) to be redeemed plus accrued interest to the date fixed for redemption, in the -13- 37367848v3 following principal amounts and on the dates set forth below (the October 1, 20_ amount to be paid rather than redeemed): October 1 of the Year Principal Amount Notice of redemption, unless waived, is to be given by first class mail at least 30 days and not more than 60 days prior to the date fixed for redemption to the registered owner of each Series 2017 Bond to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Bond Registrar. All such Series 2017 Bonds called for redemption and for the retirement of which funds are duly provided shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Series 2017 Bonds on such date, and interest on the Series 2017 Bonds or portions of Series 2017 Bonds so called for redemption shall cease to accrue, such Series 2017 Bonds or portions of Series 2017 Bonds shall cease to be entitled to any lien, benefit, or security under the Bond Resolution, and the owners of such Series 2017 Bonds or portions of Series 2017 Bonds shall have no rights in respect thereof except to receive payment of the redemption price. Any defect in any notice of redemption shall not affect the validity of proceedings for the redemption of any Series 2017 Bonds. The Consolidated Government has established a book-entry system of registration for the Series 2017 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 Series 2017 Bonds are in the book-entry system of registration, the Bond Resolution provides special provisions relating to the Series 2017 Bonds, which override certain other provisions of the Bond Resolution. This Bond is transferable by the registered owner at the designated corporate trust office of the Bond Registrar but only in the manner, subject to the limitations, and upon payment of the charges provided in the Bond Resolution and upon surrender of this Bond. Upon such transfer, a new registered Bond or Bonds of the same series, maturity, interest rate, aggregate principal amount, and tenor, of any authorized denomination or denominations, and bearing numbers not then outstanding, will be issued to the transferee in exchange for this Bond. The Series 2017 Bonds are issuable as fully registered Bonds in the denomination of $5,000 or any integral multiple thereof. The Bond Registrar is not required to transfer or exchange any Series 2017 Bond after notice calling such Series 2017 Bond for redemption has been given or during the period of 15 days (whether or not a business day for the Bond Registrar, but excluding the redemption date and including such 15th day) immediately preceding the giving of such notice of redemption. The Prior Bonds, Series 2017 Bonds, and such revenue bonds of the Consolidated Government as may in the future be issued on a parity therewith, are equally and ratably secured by pledge of the "Pledged Revenues" of the System, which are defined in the Bond Resolution to -14- 37367848v3 include gross operating revenues of the System after provision for payment of all reasonable expenses of operation and maintenance, moneys and securities from time to time on deposit in the funds and accounts established in the Bond Resolution, earnings on investments made with the foregoing moneys and securities, and Hedge Receipts (as defined in the Bond Resolution) and to exclude any amounts required in the Bond Resolution to be set aside pending, or used for, rebate to the United States government pursuant to Section 148(f) of the Internal Revenue Code of 1986, as amended, including, but not limited to, amounts in the Rebate Fund (as defined in the Bond Resolution). THIS BOND SHALL NEVER CONSTITUTE AN INDEBTEDNESS OR GENERAL OBLIGATION OF THE STATE OF GEORGIA, THE CONSOLIDATED GOVERNMENT, OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF GEORGIA, WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION WHATSOEVER, NOR A PLEDGE OF THE FAITH AND CREDIT OR TAXING POWER OF ANY OF THE FOREGOING, NOR SHALL ANY OF THE FOREGOING BE SUBJECT TO ANY PECUNIARY LIABILITY HEREON. THIS BOND SHALL NOT BE PAYABLE FROM NOR A CHARGE UPON ANY FUNDS OTHER THAN THE REVENUES PLEDGED TO THE PAYMENT HEREOF AND SHALL BE A LIMITED OR SPECIAL OBLIGATION OF THE CONSOLIDATED GOVERNMENT PAYABLE SOLELY FROM THE FUNDS PROVIDED THEREFOR IN THE BOND RESOLUTION. NO OWNER OF THIS BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE TAXING POWER OF THE STATE OF GEORGIA, THE CONSOLIDATED GOVERNMENT, OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF GEORGIA TO PAY THE PRINCIPAL OF THIS BOND OR THE INTEREST OR ANY PREMIUM HEREON, OR TO ENFORCE PAYMENT HEREOF AGAINST ANY PROPERTY OF THE FOREGOING, NOR SHALL THIS BOND CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE FOREGOING. NEITHER THE MEMBERS OF THE GOVERNING BODY OF THE CONSOLIDATED GOVERNMENT NOR ANY PERSON EXECUTING THIS BOND SHALL BE LIABLE PERSONALLY ON THIS BOND BY REASON OF THE ISSUANCE HEREOF. The Consolidated Government has covenanted and hereby covenants and agrees while any Series 2017 Bonds are outstanding and unpaid to prescribe, fix, maintain, and collect rates, fees, and other charges for the services, facilities, and commodities furnished by the System fully sufficient at all times to: (i)provide for 100% of the expenses of operation and maintenance of the System and for the accumulation in the Revenue Fund (as defined in the Bond Resolution) of a reasonable reserve therefor, and (ii) produce net operating revenues in each Fiscal Year (as defined in the Bond Resolution)that, together with certain investment earnings, will: (a) equal at least 110% of the debt service requirement on all Senior Bonds (as defined in the Bond Resolution)then outstanding and 100% of the debt service requirement on all Subordinate Bonds (as defined in the Bond Resolution) then outstanding, (b) enable the Consolidated Government to make all required payments into the Debt Service Reserve Account and the Rebate Fund and to any Financial Facility Issuer, any Reserve Account Credit Facility Provider, and any Qualified Hedge Provider (as each is defined in the Bond Resolution), (c) enable the Consolidated Government to accumulate an amount to be held in the Utility General Fund (as defined in the Bond Resolution), which in the judgment of the Consolidated Government is adequate to meet the costs of major renewals, replacements, repairs, additions, betterments, and improvements to -15- 37367848v3 the System, necessary to keep the same in good operating condition or as is required by any governmental agency having jurisdiction over the System, and (d) remedy all deficiencies in required payments into any of the funds and accounts mentioned in the Bond Resolution from prior Fiscal Years. The Bond Resolution contains a more particular statement of the covenants and provisions securing the Series 2017 Bonds, the conditions under which the owner of this Bond may enforce covenants (other than the covenant to pay principal of and interest on this Bond when due from the sources provided, the right to enforce which is unconditional), the conditions upon which additional revenue bonds may be issued on a parity or achieve parity status with this Bond under the Bond Resolution, and the conditions upon which the Bond Resolution may be amended with the consent of the owners of a majority in aggregate principal amount of the Bonds (as defined in the Bond Resolution) of each class (senior and subordinate) outstanding or the issuer of any Credit Facility (as defined in the Bond Resolution), if any, of such Bonds. Upon the occurrence of an Event of Default under the Bond Resolution, the owner of this Bond shall be entitled to the remedies provided by the Bond Resolution and the Revenue Bond Law. It is hereby certified, recited, and declared that all acts, conditions, and things required 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. This Bond shall not be entitled to any security or benefit under the Bond Resolution or become valid or obligatory for any purpose until the certificate of authentication hereon shall have been duly executed by the Bond Registrar. IN WITNESS WHEREOF, the Consolidated Government has caused this Bond to be executed by the manual signature of its Mayor and has caused the official seal of the Consolidated Government to be impressed on this Bond and attested by the manual signature of its Clerk of Commission. AUGUSTA, GEORGIA (SEAL) :BY Mayor Attest: Clerk of Commission -16- 37367848v3 [FORM OF CERTIFICATE OF AUTHENTICATION] BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the bonds of the series described in the within mentioned Bond Resolution. U.S. BANK NATIONAL ASSOCIATION, as Bond Registrar By: Authorized Signatory Date of Registration and Authentication: [FORM OF VALIDATION CERTIFICATE] VALIDATION CERTIFICATE STATE OF GEORGIA ) COUNTY OF RICHMOND ) The undersigned Clerk of the Superior Court of Richmond County, State of Georgia, DOES HEREBY CERTIFY that this Bond and the security therefor was validated and confirmed by judgment of the Superior Court of Richmond County, on the day of 2017, that no intervention or objection was filed opposing the validation of this Bond and the security therefor, 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 -17- 37367848v3 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 Custodian MIN ACT - (Custodian) (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may be used although not in the above list. [FORM OF ASSIGNMENT] 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 revenue 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 by an Notice: The signature(s) on this assignment eligible guarantor institution (such as banks, must correspond with the name as it appears on stockbrokers, savings and loan associations, the face of the within bond in every particular and credit unions) with membership in an without alteration or enlargement or any approved Signature Guarantee Medallion change whatsoever. Program pursuant to S.E.C. Rule 17Ad-15. [END OF BOND FORM] -18- 37367848v3 Section 2.5. Global Form; Securities Depository; Ownership of Series 2017 Bonds. (a) Upon the initial issuance, the ownership of each Series 2017 Bond shall be registered in the name of the Securities Depository or the Securities Depository Nominee, and ownership thereof shall be maintained in Book-Entry Form by the Securities Depository for the account of the Participants thereof. Initially, each maturity of the Series 2017 Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. Beneficial Owners will not receive Series 2017 Bonds from the Paying Agent evidencing their ownership interests. Except as provided in subsection (c) of this Section 2.5, the Series 2017 Bonds may be transferred, in whole but not in part, only to the Securities Depository or the Securities Depository Nominee, or to a successor Securities Depository selected or approved by the Consolidated Government or to a nominee of such successor Securities Depository. (b) With respect to Series 2017 Bonds registered in the name of the Securities Depository or the Securities Depository Nominee, the Consolidated Government, the Paying Agent and the Bond Registrar shall have no responsibility or obligation to any Participant or Beneficial Owner. Without limiting the foregoing, the Consolidated Government, the Paying Agent, the Bond Registrar and their respective affiliates shall not have any responsibility or obligation with respect to: (i) the accuracy of the records of the Securities Depository, the Securities Depository Nominee or any Participant with respect to any beneficial ownership interest in the Series 2017 Bonds; (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than the Securities Depository or the Securities Depository Nominee, of any notice with respect to the Series 2017 Bonds; or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than the Securities Depository or the Securities Depository Nominee, of any amount with respect to the principal, premium, if any, or interest on the Series 2017 Bonds. So long as any Series 2017 Bonds are registered in Book-Entry Form, the Consolidated Government and the Paying Agent may treat the Securities Depository as, and deem the Securities Depository to be, the absolute owner of such Series 2017 Bonds for all purposes whatsoever, including without limitation: (i) the payment of principal, premium, if any, and interest on such Series 2017 Bonds; (ii) giving notices of redemption and other matters with respect to such Series 2017 Bonds; (iii) registering transfers with respect to such Series 2017 Bonds; (iv) the selection of Series 2017 Bonds for redemption; and -19- 37367848v3 (v) voting and obtaining consents under the Bond Resolution. So long as any Series 2017 Bonds are registered in Book-Entry Form, the Paying Agent shall pay all principal, premium, if any, and interest on the Series 2017 Bonds only to the Securities Depository or the Securities Depository Nominee as shown in the Bond Register, and all such payments shall be valid and effective to fully discharge the Consolidated Government's obligations with respect to payment of principal of, premium, if any, and interest on the Series 2017 Bonds to the extent so paid. (c) If at any time (i)the Consolidated Government determines that the Securities Depository is incapable of discharging its responsibilities described herein, (ii)the Securities Depository notifies the Consolidated Government that it is unwilling or unable to continue as Securities Depository with respect to the Series 2017 Bonds, or (iii)the Securities Depository shall no longer be registered or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation and a successor Securities Depository is not appointed by the Consolidated Government within 90 days after the Consolidated Government receives notice or becomes aware of such condition, as the case may be, then this Section 2.5 shall no longer be applicable and the Consolidated Government shall execute and the Bond Registrar shall authenticate and deliver bonds representing the Series 2017 Bonds to the owners of the Series 2017 Bonds. Series 2017 Bonds issued pursuant to this paragraph (c) shall be registered in such names and Authorized Denominations as the Securities Depository, pursuant to instructions from the Participant or otherwise, shall instruct the Bond Registrar. Upon exchange, the Bond Registrar shall deliver such certificates representing the Series 2017 Bonds to the persons in whose names such Series 2017 Bonds are so registered on the business day immediately preceding the date of such exchange. [End of Article II] -20- 37367848v3 ARTICLE III REDEMPTION OF SERIES 2017 BONDS Section 3.1. Optional and Mandatory Redemption of Series 2017 Bonds. The Series 2017 Bonds will be subject to optional and mandatory redemption prior to maturity as specified in a Supplemental Resolution to be adopted by the Governing Body. [End of Article III] -21- 37367848v3 ARTICLE IV SALE OF SERIES 2017 BONDS AND APPLICATION OF PROCEEDS; REFUNDING PROGRAM Section 4.1. Sale of Series 2017 Bonds. The Series 2017 Bonds shall be sold as a unit, and a certified copy of this Series 2017 Resolution shall be filed with the Bond Registrar. Section 4.2. Application of Proceeds of Series 2017 Bonds; Transfer of Funds Held Under Prior Lien Resolution. Upon the written request of the Consolidated Government, the Bond Registrar shall authenticate and deliver the Series 2017 Bonds to the purchaser or purchasers and shall receive a receipt for the Series 2017 Bonds. The estimated application of the proceeds of the sale of the Series 2017 Bonds shall be set forth in a Supplemental Resolution to be adopted by the Governing Body. Such application shall provide, among other things, that the Consolidated Government shall deposit (a) a sufficient sum, together with sinking fund accruals, if any, allocable to the Refunded Bonds held in the debt service account of Sinking Fund No. 1 and other lawfully available funds, into the 2007 Defeasance Account, to pay, upon redemption prior to maturity, all outstanding Refunded Bonds as provided in Section 4.5, and (b) a sufficient sum, together with other lawfully available funds, into the 2017 Expense Account to pay all costs and expenses in connection with the Series 2017 Bonds and the refunding of the Refunded Bonds as provided in Section 4.6. In addition, simultaneously with the issuance and delivery of the Series 2017 Bonds, all moneys remaining on deposit in the debt service reserve account of Sinking Fund No. 1 and in the Hedge Payments Fund and any other fund or account held under the Prior Lien Resolution (excluding the Revenue Fund and the Utility General Fund) shall be withdrawn therefrom and deposited into the Debt Service Reserve Account held within the Sinking Fund to fund the Debt Service Reserve Requirement under the Bond Resolution relating to the Series 2017 Bonds in such amount as specified in a Supplemental Resolution to be adopted by the Governing Body, and the balance of any such amount withdrawn from such funds and accounts shall be deposited into the Utility General Fund. Section 4.3. Redemption of Refunded Bonds. The Refunded Bonds be and the same are hereby called for redemption on October 19, 2017 or such other date as may be specified by the Administrator of the Consolidated Government in a written notice to the 2007 Paying Agent the "Redemption Date"), but only if funds for their redemption are on deposit at the place of redemption on the Redemption Date, at a redemption price of 101.0% of the principal amount outstanding thereof plus accrued interest to the date of redemption. The owners of the Refunded Bonds should present the same for payment on the Redemption Date; provided, however, the Refunded Bonds shall be deemed not to have been called for redemption on the Redemption Date if funds for the redemption of all of the Refunded Bonds called for redemption are not on deposit at the place of payment on Redemption Date. Section 4.4. Direction to Paying Agent for the Refunded Bonds. The Consolidated Government hereby authorizes and directs the 2007 Paying Agent to forthwith take all steps that may be necessary under the applicable redemption provisions of the Prior Lien Resolutio, including, -22- 37367848v3 without limitation, to mail the notice of redemption of the Refunded Bonds not less than 30 days nor more than 60 days prior to the Redemption Date to the registered owners of the Refunded Bonds to be redeemed at the addresses that appear on the bond registration book kept by the bond registrar for the Refunded Bonds, which notice shall be in substantially the form attached hereto as Exhibit A. Section 4.5. Creation of 2007 Defeasance Account. Simultaneously with the issuance and delivery of the Series 2017 Bonds herein authorized to be issued, a sufficient sum derived from the sale of the Series 2017 Bonds, together with sinking fund accruals allocable to the Refunded Bonds and other lawfully available funds, shall be deposited in trust with the 2007 Paying Agent in a special segregated account hereby created and designated the "2007 Defeasance Account," to pay the principal and premium of and interest on the Refunded Bonds on the Redemption Date. The moneys so deposited with the 2007 Paying Agent and all income derived from such moneys shall be subject to a lien and charge in favor of the owners of, and are hereby pledged to the payment of, the Refunded Bonds, shall not be commingled with other moneys on deposit with the 2007 Paying Agent, and shall be held in trust for the security of the owners of the Refunded Bonds until used and applied as hereinafter provided. The amount of moneys to be so deposited in trust in the 2007 Defeasance Account shall be set forth in a Supplemental Resolution to be adopted by the Governing Body and shall be calculated as being sufficient and shall be used to redeem all of the Refunded Bonds by making payment on the Redemption Date. Any moneys remaining in the 2007 Defeasance Account following the redemption of the Refunded Bonds on the Redemption Date shall be deposited to the Debt Service Account and applied to pay interest on the Series 2017 Bonds. Section 4.6. 2017 Expense Account. There is hereby created a separate account designated as the "2017 Expense Account," to be held by U.S. Bank National Association, Atlanta, Georgia. All payments from the 2017 Expense Account shall be applied at the written direction of the Consolidated Government to the payment of costs and expenses incurred by the Consolidated Government in connection with the issuance and delivery of the Series 2017 Bonds and the refunding of the Refunded Bonds. Moneys remaining in the 2017 Expense Account after the earlier of(i) the payment of all costs and expenses in connection with the Series 2017 Bonds and the refunding of the Refunded Bonds or (ii) six month after the date of issuance and delivery of the Series 2017 Bonds shall be transferred upon direction of the Consolidated Government to the Debt Service Account and applied to pay interest on the Series 2017 Bonds. Section 4.7. Termination of Rights; Effect Thereof. The Consolidated Government acknowledges and intends that, by virtue of the deposits into the 2007 Defeasance Account, the Refunded Bonds shall be deemed to have been paid and that, consequently, the rights granted to the owners of the Refunded Bonds under the Prior Lien Resolution (except for purposes of payment, registration, exchange, and transfer), shall cease, determine, and become void and no Prior Lien Bonds shall remain outstanding pursuant to the Prior Lien Resolution. Further, as a result thereof, (i) the Prior Lien Resolution shall be null and void and of no further force and effect; (ii) no further payments shall be required from the Revenue Fund pursuant to paragraphs (b) or (c) of Section 5.3 of the Master Resolution; (iii) Sinking Fund No. 1 and the Hedge -23- 37367848v3 Payments Fund shall be closed (after the transfers from such funds specified in Section 4.2 have been made); (iv) all payments that are required to be made from the Revenue Fund on and after the date that no Prior Lien Bonds remain outstanding pursuant to the Prior Lien Resolution (including, without limitation, pursuant to paragraphs (e), (g), (h), (k), (1) of Section 5.3 of the Master Resolution) shall commence, and all other provisions and requirements of the Master Resolution that are to take effect on and after the date that no Prior Lien Bonds remain outstanding pursuant to the Prior Lien Resolution shall take effect, including, without limitation, the requirement pursuant to paragraphs (m) of Section 5.3 of the Master Resolution that the Consolidated Government maintain a working capital reserve in the Revenue Fund; and (v) for the avoidance of doubt all references to, and the requirements of, the Prior Lien Resolution in the Bond Resolution shall be deemed deleted and of no further force and effect. [End of Article IV] -24- 37367848v3 ARTICLE V GENERAL PROVISIONS Section 5.1. Continuing Disclosure for Series 2017 Bonds. The Consolidated Government hereby covenants and agrees that it shall comply with and carry out all of the provisions of the Continuing Disclosure Certificate executed by the Consolidated Government and to be dated as of the date of the issuance and delivery of the Series 2017 Bonds, as originally executed and as it may be amended from time to time in accordance with its terms (the "Series 2017 Disclosure Certificate"). Notwithstanding any other provision of the Bond Resolution, failure of the Consolidated Government to comply with the Series 2017 Disclosure Certificate shall not be considered a default or an Event of Default under the Bond Resolution. It is expressly provided, however, that any beneficial owner of the Series 2017 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 5.1. [End of Article V] -25- 37367848v3 ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.1. Continuance and Effect of Bond Resolution. The Consolidated Government hereby confirms the existence and applicability of the Bond 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 Bond Resolution and as supplemented and amended by this Series 2017 Resolution. Except where otherwise expressly indicated in this Series 2017 Resolution, the provisions of the Bond Resolution are to be read as part of this Series 2017 Resolution as though copied verbatim herein, and provisions of this Series 2017 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 Bond Resolution. Except as expressly amended, modified, or supplemented by this Series 2017 Resolution, all of the terms, conditions, and provisions of the Bond Resolution shall remain in full force and effect. In executing and delivering this Series 2017 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 Bond Resolution. Except as expressly amended, modified, or supplemented by this Series 2017 Resolution, all of the terms, conditions, and provisions of the Bond Resolution are herebydeclared applicable to and broadened and extended so as pp to cover the Series 2017 Bonds and shall for all purposes apply to the Series 2017 Bonds as if the Series 2017 Bonds had been originally issued under the Consolidated Government of the Bond Resolution simultaneously with the Prior Bonds. Section 6.2. Designation of Bond Registrar and Paving Agent for the Series 2017 Bonds. The Consolidated Government hereby designates U.S. Bank National Association, Atlanta, Georgia, as Bond Registrar and Paying Agent for the Series 2017 Bonds. Section 6.3. Validation of Series 2017 Bonds. The Consolidated Government shall deliver a certified copy of this Series 2017 Resolution with an appropriate notice to the District Attorney for the Augusta Judicial Circuit accompanied by the request that the District Attorney proceed with the validation of the Series 2017 Bonds. Section 6.4. Preliminary Official Statement; Official Statement; and Deemed Final Certificate. The Series 2017 Bonds are hereby authorized to be sold pursuant to competitive sale and there is hereby authorized a Notice of Sale and a Preliminary Official Statement to 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. 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 this Series 2017 Bond Resolution. -26- 37367848v3 The Consolidated Government hereby authorizes the Mayor to deem the Preliminary Official Statement final, except for "Permitted Omissions," as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange of 1934, as amended (the "Rule"). As used herein, "Permitted Omissions" shall mean the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, the identity of the underwriter or bond insurer and other terms of the Series 2017 Bonds and any underlying obligations depending on such matters, all with respect to the Series 2017 Bonds and any underlying obligations. The execution and delivery of the "deemed final certificate" required by the Rule are hereby authorized and approved. The execution of the "deemed final certificate" by the Mayor as hereby authorized shall be conclusive evidence of the approval of any changes to the Preliminary Official Statement. In addition, the Supplemental Resolution will provide for the preparation and distribution of a final Official Statement. Section 6.5. Authorization of Series 2017 Registrar and Paying Agent Agreement. The form, terms, and conditions and the execution, delivery, and performance of the Series 2017 Registrar and Paying Agent Agreement, which has been filed with the Consolidated Government, are hereby approved and authorized. The Series 2017 Registrar and Paying Agent Agreement shall be in substantially the form submitted to the Governing Body with such changes, corrections, deletions, insertions, variations, additions, or omissions as may be approved by the Mayor, whose approval thereof shall be conclusively evidenced by the execution of such contract. The Mayor is hereby authorized and directed to execute on behalf of the Consolidated Government the Series 2017 Registrar and Paying Agent Agreement, and the Clerk of Commission is hereby authorized and directed to affix thereto and attest the seal of the Consolidated Government, upon proper execution and delivery of the other party 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 effectiveness thereof, and the Mayor and Clerk of Commission are authorized and directed to deliver such contract on behalf of the Consolidated Government. Section 6.6. Effective Date. This Series 2017 Resolution shall take effect immediately upon its adoption. Section 6.7. Repeal of Conflicting Resolutions. Any and all resolutions, or parts of resolutions, if any, in conflict with this Series 2017 Resolution are hereby repealed. Section 6.8. General Authorization. From and after the date of adoption of this Series 2017 Resolution, the officials, employees, and agents of the Consolidated Government are hereby authorized to do all such acts and things and to execute and deliver any and all other documents, agreements, certificates (including, without limitation, the Series 2017 Disclosure Certificate), and instruments as may be necessary or desirable in connection with the execution, delivery, and sale of the Series 2017 Bonds, the investment of the proceeds of the Series 2017 Bonds, and the transactions contemplated on the part of the Consolidated Government by the Series 2017 Resolution. The Mayor and Clerk of Commission are hereby authorized and directed to prepare and furnish to the purchasers of the Series 2017 Bonds, when the Series 2017 Bonds are issued, certified copies of all proceedings and records of the Consolidated Government relating to the Series 2017 Bonds or to this Series 2017 Resolution, and such other affidavits and certificates as may be required to show the facts relating to the legality and -27- 37367848v3 marketability of the Series 2017 Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them. All such certified copies, certificates, and affidavits, including any heretofore furnished, shall constitute representations of the Consolidated Government as to the truth of all statements contained therein. The Mayor Pro Tern 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 Series 2017 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. Section 6.9. Waiver of Bond Audit. The Consolidated Government hereby approves the publication of the requisite legal notice waiving the performance audit and performance review requirements of Section 36-82-100 of the Official Code of Georgia Annotated. Section 6.10. Bond Resolution Constitutes a Contract. This Series 2017 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. [Signatures on following page] -28- 37367848v3 PASSED, ADOPTED, SIGNED, APPROVED, and EFFECTIVE this 5th day of S"6pfem er 1-7 7---"..�... _..— AUGUSTA, GEORGIA +* s e, A t-te„.1, : MAJZ—\ ' 0:.----) (stAI ) F . og By: 1, 4 a ' Mayor . , ;" ! 54 Att` tr , oa 5/,,,, ` ,., / ,..- i / erk of C.o ,i1 cion -29- 37367848v3 EXHIBIT A NOTICE OF CALL FOR REDEMPTION AUGUSTA, GEORGIA WATER AND SEWERAGE REVENUE REFUNDING BONDS, SERIES 2007 NOTICE IS HEREBY GIVEN that, pursuant to the provisions of that certain 2007 Parity Bond Resolution adopted by the Augusta-Richmond County Commission on September 26, 2007, authorizing the issuance by Augusta, Georgia of $177,010,000 in aggregate principal amount of its revenue bonds known as "Augusta, Georgia Water and Sewerage Revenue Refunding Bonds, Series 2007" (the "Bonds"), dated October 18, 2007, bearing interest at the rate per annum set forth below opposite the principal maturity, all interest payable on April 1 and October 1 in each year, and the principal maturing on October 1 in the years and the amounts set forth below: Year Amount Rate CUSIP 2018 $ 5,925,000 5.00% 2019 10,595,000 5.00 2020 11,125,000 5.00 2021 11,680,000 5.00 2022 12,260,000 5.00 2023 7,500,000 5.00 2024 7,875,000 5.00 2025 8,270,000 5.00 2026 8,685,000 5.00 2027 9,115,000 5.00 2028 9,575,000 5.00 2030 21,150,000 5.00 have been called for redemption on , 2017 (the "Redemption Date"), but only if funds for their redemption are on deposit at the place of redemption on the Redemption Date, at a redemption price of 101.0% of the principal amount outstanding thereof plus accrued interest to the date of redemption. Funds for the redemption and payment of the Bonds and the interest then due thereon to the Redemption Date will be available at U.S. Bank National Association, on the Redemption Date, but only if funds for the redemption of all Bonds are on deposit at the place of redemption on the Redemption Date, and all Bonds should be presented to said bank for redemption and payment on said date. 37367848v3 All Bonds shall cease to bear interest on and after the Redemption Date, provided funds for the redemption of all Bonds called for redemption are on deposit at the place of payment on the Redemption Date. All Bonds delivered for redemption shall be accompanied by proper instruments in blank. If funds for the redemption of all Bonds called for redemption are not on deposit at the place of payment on the Redemption Date, the Bonds shall be deemed not to have been called for redemption on the Redemption Date and shall remain outstanding and shall continue to bear interest. U.S.BANK NATIONAL ASSOCIATION, as Paying Agent and Bond Registrar By: Authorized Officer -2- 37367848v3 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 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 5th day of September 2017, in connection with the issuance and sale of not to exceed $125,000,000 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 absent: and that such resolution was duly adopted by a vote of: Aye JO Nay 0 WITNESS my hand and the official seal of Augusta, Georgia, this the 5th day of September 2017. 1 (SEAL) lerk o Co rirssion 37367848v3