HomeMy WebLinkAboutAGREEMENT OF SALE BETWEEN URBAN REDEVELOPMENT AGENCY OF AUGUSTA AND AUGUSTA, GEORGIA_ CYBER PARKING GARAGE PROJECT URBAN REDEVELOPMENT AGENCY OF AUGUSTA
as Seller
And
AUGUSTA, GEORGIA
as Purchaser
AGREEMENT OF SALE
Dated as of July 1,2017
THE RIGHTS AND INTEREST OF THE URBAN REDEVELOPMENT AGENCY OF AUGUSTA IN
THIS AGREEMENT OF SALE AND THE REVENUES AND RECEIPTS DERIVED THEREFROM,
EXCEPT FOR ITS UNASSIGNED RIGHTS, AS DEFINED HEREIN, HAVE BEEN
COLLATERALLY ASSIGNED AND PLEDGED TO THE BONDHOLDERS PURSUANT TO A
BOND RESOLUTION, ADOPTED BY THE BOARD OF COMMISSIONERS OF THE URBAN
REDEVELOPMENT AGENCY OF AUGUSTA ON JUNE 21, 2017, AS SUPPLEMENTED ON
JULY 11,2017.
AGREEMENT OF SALE
TABLE OF CONTENTS
(This Table of Contents is not a part of the Agreement of Sale
and is only for convenience of reference.)
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 2
Section 1.01. Definitions 2
Section 1.02. Construction of Certain Terms 4
Section 1.03. Table of Contents; Titles and Headings 5
Section 1.04. Contents of Certificates or Opinions 5
ARTICLE II REPRESENTATIONS AND UNDERTAKINGS 6
Section 2.01. Representations by the Seller 6
Section 2.02. Representations by the Purchaser 8
Section 2.03. Reliance by Bondholders 11
ARTICLE III SALE OF THE PROJECT; SECURITY; TITLE 12
Section 3.01. Sale of the Project 12
Section 3.02. Security for Payments under this Contract 12
Section 3.03. Security for the Series 2017 Bonds 13
Section 3.04. Warranty of Title 14
ARTICLE IV THE PROJECT;ISSUANCE OF THE SERIES 2017 BONDS 15
Section 4.01. Agreement to Acquire,Construct, and Install the Project 15
Section 4.02. Agreement to Issue the Series 2017 Bonds;Application of Proceeds 15
Section 4.03. Purchaser and Seller Not Required to Pay Project Costs in Event Bond
Proceeds Insufficient 16
Section 4.04. Investment of Bond Proceeds 16
Section 4.05. Special Investment Covenants 16
Section 4.06. Calculation and Payment of Rebate Amount 16
ARTICLE V INSTALLMENT PURCHASE PROVISIONS; NATURE OF OBLIGATIONS OF
PURCHASER 18
Section 5.01. Term of Agreement 18
Section 5.02. Reserved 18
Section 5.03. Purchase Price and Other Amounts Payable. 18
Section 5.04. Place of Purchase Price Payments 19
Section 5.05. Nature of Obligations of Purchaser Hereunder 19
ARTICLE VI ADDITIONAL COVENANTS 20
Section 6.01. No Warranty of Condition or Suitability by the Seller 20
Section 6.02. Indemnification. 20
Section 6.03. Continuing Disclosure 21
Section 6.04. Tax Covenants 21
Section 6.05. Insurance 21
Section 6.06. Operation and Maintenance of the Project; Modification of Project. 21
Section 6.07. Release Covenant 22
ARTICLE VII ASSIGNMENT; PURCHASE PRICE PREPAYMENTS 23
Section 7.01. No Assignment by Purchaser 23
Section 7.02. Redemption of Series 2017 Bonds 23
Section 7.03. Prepayment of Purchase Price 23
Section 7.04. Option to Prepay the Purchase Price and Redeem the Series 2017 Bonds
at Prior Optional Redemption Dates 23
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES 24
Section 8.01. Events of Default Defined 24
Section 8.02. Remedies on Default 25
Section 8.03. No Remedy Exclusive 25
Section 8.04. Agreement to Pay Fees and Expenses 25
Section 8.05. Waiver of Events of Default 25
ARTICLE IX MISCELLANEOUS 26
Section 9.01. Notices 26
Section 9.02. Construction and Binding Effect 26
Section 9.03. Severability 26
Section 9.04. Amounts Remaining in Funds 26
Section 9.05. Amendments,Changes,and Modifications 26
Section 9.06. Execution of Counterparts 26
Section 9.07. Law Governing Construction of this Contract 26
Section 9.08. Immunity of Officials, Officers, and Employees of Seller and Purchaser 27
Section 9.09. Survival of Warranties 27
EXHIBIT A—DESCRIPTION OF PREMISES
EXHIBIT B —FORM OF CERTIFICA 1E REQUIRED BY SECTION 2.02(I)
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AGREEMENT OF SALE
This AGREEMENT OF SALE, dated as of July 1, 2017, by and between the Urban
Redevelopment Agency of Augusta (the "Seller"), a public corporation duly created and existing under
the laws of the State of Georgia, and Augusta, Georgia(the "Purchaser"), a political subdivision existing
under the laws of the State of Georgia;
WITNESSETH:
WHEREAS,the Seller desires to sell the Project, as hereinafter defined,to the Purchaser, and the
Purchaser desires to purchase the Project from the Seller, subject to the terms and conditions of and for
the purposes set forth in this Contract; and
WHEREAS, the Seller and the Purchaser are authorized under the Constitution and laws of the
State of Georgia to enter into this Contract for the purposes set forth herein;
NOW, 'THEREFORE, for and in consideration of the promises and covenants hereinafter
contained,the parties hereby agree as follows:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01. Definitions. Certain words and terms used in this Contract shall have the
meanings set forth in Section 101 of the Bond Resolution. When used herein, such words and terms shall
have the meanings given to them by the language employed in Section 101 of the Bond Resolution and in
this Article I defining such words and terms,unless the context clearly indicates otherwise. In addition to
the words and terms defined elsewhere herein,the following words and terms have the meanings set forth
below.
"Additional Contract" means a contract or supplemental agreement entered into after the date
hereof binding the Purchaser pursuant to Article IX, Section III, Paragraph I of the Constitution of the
State of Georgia of 1983, pursuant to the terms of which a payment obligation is created or expanded
from the Purchaser to the other party to such contract.
"Assignment" means that certain Assignment and Assumption of that certain Parking Deck
Agreement, dated as of July 20, 2017, between the Seller, as assignor and the Purchaser, as assignee, and
acknowledged by the Georgia Technology Authority.
"Bond Documents"means, collectively,this Contract and the Bond Resolution.
"Bond Resolution" means the resolution adopted by the Seller, on June 21, 2017, as
supplemented on July 11, 2017, authorizing the issuance of the Series 2017 Bonds and the security
therefor, as the same may be supplemented from time to time in accordance with the terms of the Bond
Resolution.
"Constitutional Amendment" means an amendment to Article VII, Section I, Paragraph II of
the Constitution of the State of Georgia of 1945 (1980 Ga. Laws 2177 to 2180, inclusive), now
specifically continued as a part of the Constitution of the State of Georgia of 1983 pursuant to an Act of
the General Assembly of the State of Georgia(1983 Ga. Laws 3870 to 3872, inclusive).
"Contract" means the within Agreement of Sale between the Seller and the Purchaser, as the
same may be amended from time to time in accordance with the provisions hereof.
"Contracts" means the 2004 Solid Waste Authority Contract, the Prior Contracts, this Contract,
and all Additional Contracts.
"Costs of the Project" means those costs and expenses in connection with the acquisition,
construction, equipping, renovation and installation of the Project permitted by Section 4.02 hereof to be
paid or reimbursed from proceeds of the Series 2017 Bonds.
"Equipment" means the equipment, machinery and furnishings comprising a portion of the
Project.
"Event of Default"means any event specified in Section 8.01 of this Contract.
"Favorable Opinion of Bond Counsel" means, with respect to any action taken which requires
such opinion, or unqualified opinion of Murray Barnes Finister LLP or such other independent counsel
acceptable to Purchaser to the effect that such action will not adversely affect the tax-exempt status of the
Series 2017 Bonds for federal income tax purposes.
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"Fiscal Year" means any period of twelve consecutive months adopted by the Purchaser as its
fiscal year for financial reporting purposes and shall initially mean the period beginning on January 1 of
each calendar year and ending on December 31 of such calendar year.
"Governing Body" means, in the case of the Seller, the Board of Commissioners of the Seller
and, in the case of the Purchaser,the Augusta-Richmond County Commission.
"Improvements"means those certain facilities and improvements constituting part of the Project
and not constituting part of the Equipment,which are or shall be located on the Premises.
"Lease" means that certain Lease, dated as of July 2017, between the Seller, as lessee, and
the Georgia Technology Authority, as lessor, pursuant to which an estate for years in the Premises is
being leased to the Seller,as amended from time to time.
"Lien" means any mortgage or pledge of or security interest in or lien, charge, or encumbrance
on the Project.
"Parking Deck Agreement" means that certain Parking Deck Agreement, dated as of July ,
2017, between the Seller and the Georgia Technology Authority, with respect to the operation and
funding of the Project, as amended from time to time.
"Premises" means the portion of the urban redevelopment area designated by the Purchaser
pursuant to the Urban Redevelopment Law as appropriate for the Project, which is more fully described
in Exhibit A attached hereto,which, by this reference thereto, is incorporated herein.
"Prior Contracts" means collectively, the Intergovernmental Contract, dated as of December 7,
2010, between the Solid Waste Management Authority of Augusta and the Consolidated Government;the
Agreement of Sale, dated as of August 1, 2010, between the Augusta-Richmond County Coliseum
Authority and the Consolidated Government; the Intergovernmental Service Agreement, dated as of
August 1, 2010, between the Augusta-Richmond County Coliseum Authority and the Consolidated
Government; the Intergovernmental Agreement, dated as of August 1, 2014, between the Issuer and the
Consolidated Government; and the Intergovernmental Service Agreement, dated as of September 15,
2015, between the Issuer and the Consolidated Government, as the same may be supplemented and
amended from time to time in accordance with the provisions thereof.
"Project" means an approximate 575-space three-story parking facility to be acquired,
constructed and installed and to be located on a portion of the property commonly known as the Golf Hall
of Fame and Gardens, which is the area covered by the Urban Redevelopment Plan, as more particularly
described in the Urban Redevelopment Plan.
"Purchase Price" means the purchase price payable by the Purchaser to the Seller pursuant to
Section 5.03(a)of this Contract.
"Purchaser"means Augusta, Georgia, a political subdivision created and existing under the laws
of the State, the party of the second part hereto,and its successors and assigns.
"Rebate Amount" means the rebatable arbitrage in connection with the Series 2017 Bonds,
which is payable to the United States Treasury pursuant to Section 148(f) of the Code and any
Regulations proposed or promulgated in connection therewith.
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"Rebate Calculator" means any nationally recognized bond counsel, nationally recognized firm
of certified public accountants, or other firm acceptable to the Seller, which is expert in making the
calculations required by Section 148(f) of the Code, appointed by the Purchaser pursuant to Section 4.06
hereof to make the calculations required by Section 148(f) of the Code and any Regulations proposed or
promulgated in connection therewith.
"Regulations"means the Treasury Regulations promulgated under and pursuant to the Code.
"Seller" means the Urban Redevelopment Agency of Augusta, created and existing under the
laws of the State,the party of the first part hereto, and its successors and assigns.
"Series 2017 Bonds" means the revenue bonds designated "Urban Redevelopment Agency of
Augusta Revenue Bonds (Parking Garage Project), Series 2017," dated the date of their issuance and
delivery in the principal amount of$12,000,000 to be issued pursuant to the Bond Resolution, and any
Bonds issued in substitution or exchange therefor.
"Series 2017 Disclosure Certificate" means the Continuing Disclosure Certificate executed by
the Purchaser and dated the date of issuance and delivery of the Series 2017 Bonds, as originally executed
and as may be amended from time to time.
"State"means the State of Georgia.
"2004 Solid Waste Authority Contract" means the Intergovernmental Contract, dated as of
September 1, 2004,between the Solid Waste Management Authority of Augusta and the Purchaser, as the
same may be supplemented and amended from time to time in accordance with the provisions thereof.
"Unassigned Rights" means all of the rights of the Seller to receive reimbursements and
payments pursuant to Sections 5.03(b) and 8.04 herein,to indemnification under Section 6.02 herein and
to receive notices.
"Underwriter"means Piper Jaffray&Co.
"Urban Redevelopment Area"means the area described in the Urban Redevelopment Plan that
the Governing Body of the Purchaser designated as appropriate for urban redevelopment projects.
"Urban Redevelopment Law" means Chapter 61 of Title 36 of the Official Code of Georgia
Annotated, entitled the "Urban Redevelopment Law," as amended, and as the same may be from time to
time additionally supplemented and amended.
"Urban Redevelopment Plan" means the urban redevelopment plan of the Consolidated
Government entitled the "Cyber Initiative Urban Redevelopment Plan," a copy of which is on file with
the Purchaser.
Section 1.02. Construction of Certain Terms. For all purposes of this Contract, except as
otherwise expressly provided or unless the context otherwise requires, the following rules of construction
shall apply:
(1) The use of the masculine, feminine, or neuter gender is for convenience only and
shall be deemed and construed to include correlative words of the masculine, feminine, or neuter
gender, as appropriate.
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(2) "This Contract" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more agreements of sale supplemental hereto
entered into pursuant to the applicable provisions hereof.
(3) All references in this instrument to designated "Articles," "Sections," and other
subdivisions are to the designated Articles, Sections, and other subdivisions of this instrument.
The words "herein," "hereof," and "hereunder" and other words of similar import refer to this
Contract as a whole and not to any particular Article, Section,or other subdivision.
(4) The terms defined in this Article shall have the meaning assigned to them in this
Article and include the plural as well as the singular.
(5) All accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles as promulgated by the
American Institute of Certified Public Accountants,on and as of the date of this instrument.
Section 1.03. Table of Contents; Titles and Headings. The table of contents, the titles of the
articles, and the headings of the sections of this Contract are solely for convenience of reference, are not a
part of this Contract, and shall not be deemed to affect the meaning, construction, or effect of any of its
provisions.
Section 1.04. Contents of Certificates or Opinions. Every certificate or opinion with respect
to the compliance with a condition or covenant provided for in this Contract shall include: (i) a statement
that the person or persons making or giving such certificate or opinion have read such covenant or
condition and the definitions herein relating thereto, (ii)a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in such certificate or
opinion are based, (iii) a statement that, in the opinion of the signers, they have made or caused to be
made such examination or investigation as is necessary to enable them to express an informed opinion as
to whether or not such covenant or condition has been complied with, and (iv) a statement as to whether,
in the opinion of the signers,such condition or covenant has been complied with.
Any such certificate or opinion made or given by an official of the Seller or the Purchaser may be
based, insofar as it relates to legal or accounting matters, upon a certificate or an opinion of counsel or an
accountant, which certificate or opinion has been given only after due inquiry of the relevant facts and
circumstances, unless such official knows that the certificate or opinion with respect to the matters upon
which his certificate or opinion may be based as aforesaid is erroneous or in the exercise of reasonable
care should have known that the same was erroneous. Any such certificate or opinion made or given by
counsel or an accountant may be based(insofar as it relates to factual matters with respect to information
that is in the possession of an official of the Seller or the Purchaser or any third party)upon the certificate
or opinion of or representations by an official of the Seller or the Purchaser or any third party on whom
counsel or an accountant could reasonably rely unless such counsel or such accountant knows that the
certificate or opinion or representations with respect to the matters upon which his certificate or opinion
may be based as aforesaid are erroneous or in the exercise of reasonable care should have known that the
same were erroneous. The same official of the Seller or the Purchaser, or the same counsel or accountant,
as the case may be, need not certify or opine to all of the matters required to be certified or opined under
any provision of this Contract, but different officials, counsel, or accountants may certify or opine to
different matters,respectively.
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ARTICLE II
REPRESENTATIONS AND UNDERTAKINGS
Section 2.01. Representations by the Seller. The Seller makes the following representations
and warranties as the basis for the undertakings on its part herein contained:
(a) Creation and Authority. The Seller is a public corporation of the State duly created and
validly existing under the laws of the State, including the provisions of the Urban Redevelopment Law.
The Seller has all requisite power and authority under the Urban Redevelopment Law and the laws of the
State (1)to issue the Series 2017 Bonds to finance the costs of acquiring, constructing, and installing the
Project and related costs, (2)to acquire, construct, and install the Project and to sell the same to the
Purchaser, and (3)to enter into, perform its obligations under, and exercise its rights under this Contract,
the Lease, the Parking Deck Agreement, the Assignment and the Bond Resolution. The Purchaser has
elected to have its "urban redevelopment project powers," as defined in Section 36-61-17(b) of the
Official Code of Georgia Annotated,exercised by the Seller,and the Seller is vested with all of the"urban
redevelopment project powers"of the Purchaser conferred in the Urban Redevelopment Law. The Urban
Redevelopment Law authorizes the Seller to issue revenue bonds and use the proceeds thereof for the
purpose of paying all or any part of the cost of any "urban redevelopment project" under the Urban
Redevelopment Law, which bonds shall be made payable, as to both principal and interest, solely from
the income, proceeds, revenues, and funds of the Seller derived from or held in connection with its
undertaking and carrying out of urban redevelopment projects under the Urban Redevelopment Law. The
Urban Redevelopment Law authorizes the Seller to undertake and carry out within the territorial limits of
the Purchaser "urban redevelopment projects," which are defined to include undertakings or activities of
the Seller in an urban redevelopment area under the Urban Redevelopment Law for the elimination and
for the prevention of the development or spread of pockets of blight and may involve pockets of blight
clearance and redevelopment in an urban redevelopment area, rehabilitation or conservation in an urban
redevelopment area,or any combination nor part thereof, in accordance with an urban redevelopment plan
adopted pursuant to the Urban Redevelopment Law. The Urban Redevelopment Law requires that all
revenue bonds issued under the Urban Redevelopment Law be issued and validated under and in
accordance with the procedure set forth in Article 3 of Chapter 82 of Title 36 of the Official Code of
Georgia Annotated, known as the"Revenue Bond Law." The Urban Redevelopment Law also authorizes
the Seller (1) to construct, erect, assemble, purchase, acquire, improve, install, and sell urban
redevelopment projects, (2)to make and execute contracts, agreements, and other instruments necessary
or convenient to exercise the powers of the Seller or to further the public purpose for which the Seller is
created, including, but not limited to, contracts for construction of urban redevelopment projects and
contracts for sale of urban redevelopment projects and (3) to contract for any period, not exceeding 50
years, with any political subdivision of the State for the use by such political subdivision of any facilities
or services of the Seller, provided that such contracts shall deal with such activities and transaction as the
Seller and any such political subdivision are authorized to undertake.
The Urban Redevelopment Law also authorizes the Seller, as security for repayment of its
revenue bonds, to pledge, convey, assign, hypothecate, or otherwise encumber any property of the Seller
and to execute any agreement for the sale of its revenue bonds, security agreement, assignment, or other
agreement or instrument as may be necessary or desirable, in the judgment of the Seller, to secure any
such revenue bonds. The Project constitutes an"urban redevelopment project" within the meaning of that
term as defined in the Urban Redevelopment Law, and all proceeds of the Series 2017 Bonds have been
or will be used only for the lawful and valid public purposes set forth in the Urban Redevelopment Law.
The Seller has further found that the acquisition, construction and installation of the Project is in the best
interest of the Seller and that the Project is for the lawful and valid public purposes set forth in the Urban
Redevelopment Law.
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(b) Pending Litigation. There are no actions, suits, proceedings, inquiries, or investigations
pending or, to the knowledge of the Seller, after making due inquiry with respect thereto, threatened
against or affecting the Seller in any court or by or before any governmental authority or arbitration board
or tribunal, which involve the possibility of materially and adversely affecting the transactions
contemplated by this Contract, the Lease, the Parking Deck Agreement or the Assignment or which, in
any way, would adversely affect the validity or enforceability of the Series 2017 Bonds, the Bond
Resolution, this Contract, the Lease, the Parking Deck Agreement, the Assignment or any agreement or
instrument to which the Seller is a party and which is used or contemplated for use in the consummation
of the transactions contemplated hereby or thereby, nor is the Seller aware of any facts or circumstances
presently existing which would form the basis for any such actions,suits, or proceedings.
(c) Agreements Are Legal and Authorized. The execution and delivery by the Seller of this
Contract, the Lease, the Parking Deck Agreement, the Assignment and the Series 2017 Bonds, the
compliance by the Seller with all of the provisions of each thereof, and the adoption of the Bond
Resolution (i) are within the purposes, powers, and authority of the Seller, (ii) have been done in full
compliance with the provisions of the Urban Redevelopment Law and have been approved by the
Governing Body of the Seller and are legal and will not conflict with or constitute on the part of the Seller
a violation of or a breach of or a default under any organic document, indenture,mortgage, security deed,
pledge, note, lease, loan, or installment sale agreement, contract, or other agreement or instrument to
which the Seller is a party or by which the Seller or its properties are otherwise subject or bound, or any
license,judgment, decree, law, statute, order, writ, injunction, demand, rule, or regulation of any court or
governmental agency or body having jurisdiction over the Seller or any of its activities or properties, and
(iii)have been duly authorized by all necessary action on the part of the Seller. This Contract,the Lease,
the Parking Deck Agreement and the Assignment, when executed by the other parties hereto and thereto,
will have been duly and validly executed and delivered by the Seller, will be in full force and effect as to
the Seller, and will constitute the legal, valid, binding, and enforceable obligations of the Seller,
enforceable in accordance with their respective terms. The Series 2017 Bonds, when issued, delivered,
and paid for as in the Bond Resolution provided, will have been duly and validly authorized and issued
and will constitute a valid and binding obligation of the Seller enforceable in accordance with their terms.
(d) Governmental Consents. Neither the nature of the Seller nor any of its activities or
properties, nor any relationship between the Seller and any other Person, nor any circumstance in
connection with the offer, issue, sale, or delivery of the Series 2017 Bonds is such as to require the
consent, approval, permission, order, license, or authorization of, or the filing, registration, or
qualification with, any governmental authority on the part of the Seller in connection with the execution,
delivery, and performance of this Contract, the Lease, the Parking Deck Agreement, the Assignment and
the Bond Resolution or the consummation of any transaction therein contemplated, or the offer, issue,
sale, or delivery of the Series 2017 Bonds, except as shall have been obtained or made and as are in full
force and effect.
(e) No Defaults. To the knowledge of the Seller, after making due inquiry with respect
thereto, no event has occurred and no condition exists that would constitute an event of default under the
Bond Resolution or that, with the lapse of time or with the giving of notice or both, would become such
an event of default. To the knowledge of the Seller, after making due inquiry with respect thereto, the
Seller is not in default or violation in any material respect under the Urban Redevelopment Law or under
any organic document or other agreement or instrument to which it is a party or by which it may be
bound.
(0 No Prior Pledge. Neither this Contract nor any of the payments or amounts to be
received by the Seller hereunder have been or will be assigned, pledged, or hypothecated in any manner
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or for any purpose or have been or will be the subject of a grant of a security interest by the Seller other
than as provided in the Bond Resolution.
(g) Disclosure. The representations of the Seller contained in this Contract, the Lease, the
Parking Deck Agreement, the Assignment and any certificate, document, written statement, or other
instrument furnished to the Underwriter by or on behalf of the Seller in connection with the transactions
contemplated hereby do not contain any untrue statement of a material fact relating to the Seller and do
not omit to state a material fact relating to the Seller necessary in order to make the statements contained
herein and therein relating to the Seller not misleading. Nothing has come to the attention of the Seller
that would materially and adversely affect or in the future may (so far as the Seller can now reasonably
foresee)materially and adversely affect the acquisition, construction, and installation of the Project by the
Seller or any other transactions contemplated by this Contract, the Lease, the Parking Deck Agreement,
the Assignment and the Bond Resolution,which has not been set forth in writing to the Underwriter or in
the certificates, documents, and instruments furnished to the Underwriter by or on behalf of the Seller
prior to the date of execution of this Contract in connection with the transactions contemplated hereby.
(h) Compliance with Conditions Precedent to the Issuance of the Series 2017 Bonds. All
acts, conditions, and things required to exist, happen, and be performed precedent to and in the execution
and delivery by the Seller of the Series 2017 Bonds do exist,have happened, and have been performed in
due time, form, and manner as required by law; the issuance of the Series 2017 Bonds, together with all
other obligations of the Seller, do not exceed or violate any constitutional or statutory limitation, and the
revenues, funds, property, and amounts pledged to the payment of the principal of, and premium, if any,
and interest on, the Series 2017 Bonds, as the same become due, have been calculated to be sufficient in
amount for that purpose.
(i) Project Compliance. The Project will comply with all presently applicable building and
zoning, health, environmental, and safety ordinances and laws and all other applicable laws, rules, and
regulations of any and all governmental and quasi-governmental authorities having jurisdiction over any
portion of the Project.
(j) Seller's Tax Certificate. The representations and warranties of the Seller set forth in the
Seller's tax and non-arbitrage certificate, dated the date of issuance and delivery of the Series 2017
Bonds, are hereby incorporated herein and made a part hereof by this reference thereto, as if fully set forth
herein,and are true and correct as of the date hereof.
Section 2.02. Representations by the Purchaser. The Purchaser makes the following
representations and warranties as the basis for the undertakings on its part herein contained:
(a) Creation and Authority. The Purchaser is a political subdivision duly created and validly
existing under the laws of the State. The Purchaser has all requisite power and authority under the laws of
the State and the Urban Redevelopment Law to purchase the Project from the Seller and to enter into,
perform its obligations under, and exercise its rights under this Contract, and pursuant to the Assignment,
the Parking Deck Agreement. The Urban Redevelopment Law authorizes the Consolidated Government
to appropriate such funds and make such expenditures as may be necessary to carry out the purposes of
the Urban Redevelopment Law and to levy taxes and assessments for such purposes. Article IX, Section
III,Paragraph I of the Constitution of the State of Georgia of 1983 authorizes the Purchaser to contract for
any period not exceeding fifty years with any public corporation or public authority for joint services, for
the provision of services, or for the joint or separate use of facilities or equipment, if such contract deals
with activities, services, or facilities which the contracting parties are authorized by law to undertake or
provide. The Purchaser has taken all actions required by the Urban Redevelopment Law to qualify the
Project as an "urban redevelopment project" thereunder, including, without limitation, approving the
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Urban Redevelopment Plan as an urban redevelopment plan for the Project following a public hearing
required by the Urban Redevelopment Law. The Purchaser has further found that the Project is necessary
in the interest of the public health, safety, morals, or welfare of the residents of the Purchaser, in
compliance with the Urban Redevelopment Law.
(b) Pending Litigation. There are no actions, suits, proceedings, inquiries, or investigations
pending or, to the knowledge of the Purchaser, after making due inquiry with respect thereto, threatened
against or affecting the Purchaser in any court or by or before any governmental authority or arbitration
board or tribunal, which involve the possibility of materially and adversely affecting the properties,
activities, prospects, profits, operations, or condition (financial or otherwise) of the Purchaser, or the
ability of the Purchaser to perform its obligations under this Contract, the Assignment or the Parking
Deck Agreement or the transactions contemplated by this Contract, the Assignment or the Parking Deck
Agreement or which, in any way, would adversely affect the validity or enforceability of this Contract,
the Assignment or the Parking Deck Agreement or any agreement or instrument to which the Purchaser is
a party and which is used or contemplated for use in the consummation of the transactions contemplated
hereby or thereby, nor is the Purchaser aware of any facts or circumstances presently existing that would
form the basis for any such actions, suits, or proceedings. The Purchaser is not in default with respect to
any judgment, order, writ, injunction, decree, demand, rule, or regulation of any court, governmental
authority,or arbitration board or tribunal.
(c) Contract Is Legal and Authorized. The execution and delivery by the Purchaser of this
Contract, ,the Assignment and the Parking Deck Agreement,the consummation of the transactions herein
and therein contemplated, and the fulfillment of or the compliance with all of the provisions hereof and
thereof(i) are within the power, legal right, and authority of the Purchaser, (ii) are legal and will not
conflict with or constitute on the part of the Purchaser a violation of or a breach of or a default under, any
organic document, indenture, mortgage, security deed, pledge, note, lease, loan, or installment sale
agreement, contract, or other agreement or instrument to which the Purchaser is a party or by which the
Purchaser or its properties are otherwise subject or bound, or any license, law, statute, rule, regulation,
judgment, order,writ, injunction, decree, or demand of any court or governmental agency or body having
jurisdiction over the Purchaser or any of its activities or properties, and(iii) have been duly authorized by
all necessary and appropriate official action on the part of the Governing Body of the Purchaser. This
Contract, the Assignment and the Parking Deck Agreement are the valid, legal, binding, and enforceable
obligations of the Purchaser. The officials of the Purchaser executing this Contract, the Assignment and
the Parking Deck Agreement are duly and properly in office and are fully authorized and empowered to
execute the same for and on behalf of the Purchaser.
(d) Governmental Consents. Neither the Purchaser nor any of its activities or properties, nor
any relationship between the Purchaser and any other Person, nor any circumstances in connection with
the execution, delivery, and performance by the Purchaser of its obligations under this Contract, the
Assignment and the Parking Deck Agreement or the offer, issue, sale, or delivery by the Seller of the
Series 2017 Bonds, is such as to require the consent, approval, permission, order, license, or authorization
of, or the filing, registration, or qualification with, any governmental authority on the part of the
Purchaser in connection with the execution, delivery, and performance of this Contract, the Assignment
and the Parking Deck Agreement or the consummation of any transaction herein or therein contemplated,
or the offer, issue, sale, or delivery of the Series 2017 Bonds, except as shall have been obtained or made
and as are in full force and effect and except as are not presently obtainable. To the knowledge of the
Purchaser, after making due inquiry with respect thereto, the Purchaser will be able to obtain all such
additional consents, approvals, permissions, orders, licenses, or authorizations of governmental
authorities as may be required on or prior to the date the Purchaser is legally required to obtain the same.
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(e) No Defaults. No event has occurred and no condition exists that would constitute an
Event of Default or that, with the lapse of time or with the giving of notice or both, would become an
Event of Default. To the knowledge of the Purchaser, after making due inquiry with respect thereto, the
Purchaser is not in default or violation in any material respect under any organic document or other
agreement or instrument to which it is a party or by which it may be bound.
(f) Compliance with Law. To the knowledge of the Purchaser, after making due inquiry
with respect thereto, the Purchaser is not in violation of any laws, ordinances, or governmental rules or
regulations to which it or its properties are subject and has not failed to obtain any licenses, permits,
franchises, or other governmental authorizations (which are presently obtainable) necessary to the
ownership of its properties or to the conduct of its affairs, which violation or failure to obtain might
materially and adversely affect the properties, activities, prospects, profits, and condition (financial or
otherwise)of the Purchaser, and there have been no citations, notices, or orders of noncompliance issued
to the Purchaser under any such law, ordinance,rule, or regulation.
(g) Restrictions on the Purchaser. The Purchaser is not a party to or bound by any contract,
instrument, or agreement, or subject to any other restriction, that materially and adversely affects its
activities, properties, assets, operations, or condition (financial or otherwise). Other than the Prior
Contracts,the Purchaser is not a party to any contract or agreement that restricts the right or ability of the
Purchaser to enter into agreements of sale on an installment basis.
(h) Disclosure. The representations of the Purchaser contained in this Contract, the
Assignment, the Parking Deck Agreement and any certificate, document, written statement, or other
instrument furnished by or on behalf of the Purchaser to the Seller or the Underwriter in connection with
the transactions contemplated hereby, do not contain any untrue statement of a material fact and do not
omit to state a material fact necessary to make the statements contained herein or therein not misleading.
There is no fact that the Purchaser has not disclosed to the Seller or the Underwriter in writing that
materially and adversely affects or in the future may(so far as the Purchaser can now reasonably foresee)
materially and adversely affect the purchase of the Project or the properties, activities, prospects,
operations, profits, or condition(financial or otherwise) of the Purchaser, or the ability of the Purchaser to
perform its obligations under this Contract,the Assignment or the Parking Deck Agreement or any of the
documents or transactions contemplated hereby or thereby or any other transactions contemplated by this
Contract, which has not been set forth in writing to the Underwriter or in the certificates, documents, and
instruments furnished to the Underwriter by or on behalf of the Purchaser prior to the date of execution of
this Contract in connection with the transactions contemplated hereby.
(i) Purchaser's Tax Certificate. The representations and warranties of the Purchaser set forth
in the Purchaser's tax and non-arbitrage certificate, dated the date of issuance and delivery of the Series
2017 Bonds, are hereby incorporated herein and made a part hereof by this reference thereto, as if fully
set forth herein,and are true and correct as of the date hereof.
(k) Financial Statements. The balance sheet of the Purchaser as of December 31, 2016 and
the statement of revenues, expenditures, and changes in fund balance and the statement of cash flow for
the year ended December 31, 2016 (copies of which, audited by Mauldin & Jenkins, LLC, independent
certified public accountants, have been furnished to the Underwriter) present fairly the financial position
of the Purchaser as of December 31, 2016, and the results of its operations and its cash flows for the year
ended December 31, 2016, with such exceptions as may be disclosed in the audit report. Since
December 31, 2016, there has been no material adverse change in the financial position or results of
operations or cash flows of the Purchaser.
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(1) Other Contracts. The Purchaser represents that there is not presently in force and effect
any other contract or agreement that obligates the Purchaser to levy an annual ad valorem tax on all
taxable property located within the territorial limits of the Purchaser, as now existent and as the same may
hereafter be extended, at such rate or rates, within the mill limit prescribed by the Constitutional
Amendment, to provide revenues to fulfill the Purchaser's obligations under such contract or agreement,
except for the Prior Contracts and the 2004 Solid Waste Authority Contract. The Purchaser has obtained
documentation evidencing that the conditions of the Prior Contracts have been satisfied, in order to permit
the Issuer and the Purchaser to enter into this Contract, which documentation is attached to this Contract
as Exhibit B.
Section 2.03. Reliance by Bondholders. The Seller and the Purchaser acknowledge and agree
that these representations and warranties are made to induce the Underwriter to purchase the Series 2017
Bonds, and that such representations and warranties and any other representations and warranties made by
the Seller and the Purchaser in the Bond Documents are made for the benefit of the Bondholders and may
be relied upon by the Bondholders and shall remain operative and in full force and effect (unless
expressly waived in writing by the Underwriter), regardless of any investigations made by the
Underwriter, or on its behalf,and shall survive delivery of the Series 2017 Bonds to the Underwriter.
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ARTICLE III
SALE OF THE PROJECT; SECURITY; TITLE
Section 3.01. Sale of the Project. The Seller hereby sells to the Purchaser, and the Purchaser
hereby purchases from the Seller, the Project at the purchase price set forth in Section 5.03 hereof and in
accordance with the provisions of this Contract. Promptly upon completion of construction of the Project,
the Seller shall deliver to the Purchaser documents conveying to the Purchaser good and marketable title
(of the same quality as received by the Seller)to the Project.
Section 3.02. Security for Payments under this Contract. (a)The obligation of the Purchaser
to make payments under this Contract shall constitute a general obligation of the Purchaser, payable out
of any funds lawfully available to it for such purpose, from whatever source derived (including general
funds). The Purchaser covenants and agrees that in order to make funds available for such purpose in
each Fiscal Year, it will, in its general revenue, appropriation, and budgetary measures through which its
tax funds or revenues and the allocation thereof are controlled or provided for, include sums sufficient to
satisfy any such installment payments of Purchase Price that may be required to be made hereunder,
whether or not any other sums are included in such measure, until all payments so required to be made
hereunder shall have been made in full. The obligation of the Purchaser to make any payments that may
be required to be made from its general funds shall constitute a general obligation of the Purchaser and a
pledge of the full faith and credit of the Purchaser to provide the funds required to fulfill any such
obligation. In the event for any reason any such provision or appropriation is not made as provided in this
Section 3.02, then the fiscal officers of the Purchaser are hereby authorized and directed to set up as an
appropriation on their accounts in the appropriate Fiscal Year the amounts required to pay the obligations
that may be due from the general funds of the Purchaser. The amount of such appropriation shall be due
and payable and shall be expended for the purpose of paying any such obligations,and such appropriation
shall have the same legal status as if the Purchaser had included the amount of the appropriation in its
general revenue, appropriation, and budgetary measures, and the fiscal officers of the Purchaser shall
make such installment payments of Purchase Price to the Seller if for any reason the payment of such
obligations shall not otherwise have been made.
(b) The Purchaser covenants and agrees that it shall, to the extent necessary, levy an annual
ad valorem tax on all taxable property located within the territorial limits of the Purchaser, as now
existent and as the same may hereafter be extended, at such rate or rates, within the mill limit prescribed
by the Constitutional Amendment or within such greater millage as may hereafter be by applicable law, as
may be necessary to produce in each year revenues that will be sufficient to fulfill the Purchaser's
obligations under this Contract, from which revenues the Purchaser agrees to appropriate sums sufficient
to pay in full when due all of the Purchaser's obligations under this Contract. The Purchaser hereby
grants a lien in favor of the Seller on any and all revenues realized by the Purchaser from such tax, to
make the payments that are required under this Contract, which lien shall rank as to parity of lien with the
lien on such revenues created by each of the Prior Contracts and may be extended to cover any Additional
Contracts, as set forth in Section 3.02(e) hereof, and the 2004 Solid Waste Authority Contract. Nothing
herein contained, however, shall be construed as limiting the right of the Purchaser to make the payments
called for by this Contract out of any funds lawfully available to it for such purpose, from whatever
source derived(including general funds).
(c) The Purchaser's obligation to levy an annual ad valorem tax within the mill limit
prescribed by the Constitutional Amendment, or such greater millage hereafter authorized by law, for the
purpose of providing funds to meet the Purchaser's payment obligations under this Contract shall not be
junior and subordinate, but shall be superior or equal to the Purchaser's obligation to levy an annual ad
valorem tax at such rate or rates within such mill limit or such greater millage as now or hereinafter
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prescribed by law pursuant to the provisions of the Prior Contracts, the 2004 Solid Waste Authority
Contract and any Additional Contract. It is expressly provided, however,that the Purchaser shall not be
required to levy a tax in any year at a rate or rates exceeding in the aggregate the maximum millage
prescribed by the Constitutional Amendment for such year, or any greater millage hereafter prescribed by
law, in order to meet its obligations under the Contracts.
(d) So long as the Series 2017 Bonds are Outstanding,the Purchaser shall not:
(1) enter into an Additional Contract that creates a lien on the revenues to be derived
from the tax to be levied hereunder by the Purchaser to fulfill its obligations hereunder, which is
superior to the lien created hereunder,
(2) enter into any other contract or agreement creating a lien on such tax revenues for
any purpose other than debt service payments (including creation and maintenance of reasonable
reserves therefor) superior to or on a parity with the lien created thereon to fulfill the obligations
of the Purchaser hereunder, and
(3) enter into any Additional Contract that provides for payment to be made by the
Purchaser from monies derived from the levy of a tax within the maximum millage now or
hereafter authorized by law if each annual payment of all amounts payable with respect to debt
service or which are otherwise fixed in amount or currently budgeted in amount under all
Contracts then in existence, together with each annual payment to be made under the proposed
Additional Contract, in each future Fiscal Year, would exceed the amount then capable of being
produced by a levy of a tax within the maximum millage now or hereafter authorized by law on
the taxable value of property located within the territorial limits of the Purchaser subject to
taxation for such purposes, as shown by the latest tax digest available immediately preceding the
execution of any.such Additional Contract.
(e) It is further expressly provided that so long as the Series 2017 Bonds are Outstanding,the
Purchaser shall not hereafter enter into any Additional Contract for the purpose of debt service payments
(including creation and maintenance of reserves therefor), unless the amount then capable of being
produced by the levy of an ad valorem tax within the maximum millage then prescribed by the
Constitutional Amendment or any successor provision on all taxable property within the territorial limits
of the Purchaser, as shown by the latest tax digest available immediately preceding the execution of such
Additional Contract, is equal to the maximum combined amount payable in any future Fiscal Year with
respect to debt service under all existing Contracts and any such Additional Contract. Debt service for
purposes of this paragraph (e) shall mean required payments of principal, including principal to be paid
through mandatory redemption, interest, and amounts required to be paid for creation and maintenance of
reasonable debt service reserves and to establish and maintain mandatory investment programs, less
principal and interest received or to be received from investment of any of the foregoing amounts (except
funds on hand or to be on hand in any debt service reserve)required to be applied to debt service in each
Fiscal Year. The Purchaser shall furnish, not less than five (5) nor more than sixty(60) days prior to the
date of execution and delivery of any such Additional Contract, a certificate of an independent certified
public accountant to the effect that, based on an affidavit of the Tax Commissioner of Richmond County
as to the taxable value of property located within the territorial limits of the Purchaser, the requirements
of this paragraph(e)have been met.
Section 3.03. Security for the Series 2017 Bonds. Contemporaneously with the issuance of the
Series 2017 Bonds, as security for the payment of the Series 2017 Bonds,the Seller has adopted the Bond
Resolution. The Purchaser hereby assents to the assignment and pledge made in the Bond Resolution and
hereby agrees that its obligations to make all payments under this Contract shall be absolute and shall not
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be subject to any defense, except payment, or to any right of setoff, counterclaim, or recoupment arising
out of any breach by the Seller of any obligation to the Purchaser, whether hereunder or otherwise, or
arising out of any indebtedness or liability at any time owing to the Purchaser by the Seller. The
Purchaser further agrees that all payments required to be made under this Contract, except for those
arising out of Unassigned Rights, shall be paid directly to the Sinking Fund Custodian for the account of
the Seller for deposit to the Sinking Fund. The Bondholders shall have all rights and remedies herein
accorded to the Seller (except for Unassigned Rights), and any reference herein to the Seller shall be
deemed, with the necessary changes in detail, to include the Bondholders, and the Bondholders are
deemed to be and are third party beneficiaries of the representations, covenants, and agreements of the
Purchaser herein contained.
Section 3.04. Warranty of Title. The Seller warrants that(a) the Purchaser will acquire good
and marketable fee simple title to the Premises, (b)the Purchaser will be the legal and equitable owner of
all Equipment and the Improvements and will have good and merchantable title to the Equipment, and(c)
the Project is and will be free from all Liens,adverse claims, security interests, and encumbrances.
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ARTICLE IV
THE PROJECT; ISSUANCE OF THE SERIES 2017 BONDS
Section 4.01. Agreement to Acquire, Construct, and Install the Project. (a) Promptly
following the issuance and sale of the Series 2017 Bonds, the Seller, pursuant to the Lease, will acquire
an estate for years in the Premises. The Project will be conveyed to the Purchaser as provided in Section
3.01 hereof. Upon the issuance and sale of the Series 2017 Bonds, the Seller will assign all of its rights
and interest in the Parking Deck Agreement to the Purchaser, and the Purchaser shall operate the Project
in accordance with the terms thereof. Promptly following the acquisition of the Premises, as assignee of
the Parking Deck Agreement,the Purchaser or its agent,will acquire and construct the Improvements and
acquire and install thereon the Equipment.
(b) The Seller agrees to deliver to the Purchaser sole and exclusive possession and use of the
Premises promptly following execution and delivery of this Contract, and the Purchaser will accept
possession and use of the Premises and will accept possession of the Project upon the its completion;
provided that prior to such date for delivery of sole and exclusive possession,the Purchaser may take such
possession of all or any part of the Project as shall not interfere with the construction or installation of the
Project. The Seller shall be permitted such continued possession of the Project as shall be necessary and
convenient for it to construct or install or cause to be constructed or installed the Project. The Seller
covenants and agrees that it shall not take any action to prevent the Purchaser from having quiet and
peaceable possession and enjoyment of the Project during the term of this Contract and shall, at the
request of the Purchaser and at the cost of the Purchaser, cooperate with the Purchaser in order that the
Purchaser may have quiet and peaceable possession and enjoyment of the Project.
(c) As assignee under the Parking Deck Agreement,the Purchaser or its agent shall obtain, or
shall cause to be obtained, all necessary approvals from any and all governmental agencies requisite to
the acquisition, construction and equipping of the Project. The Project shall be acquired, constructed and
equipped in compliance with all federal, state and local laws, ordinances and regulations applicable
thereto. As assignee under the Parking Deck Agreement, the Purchaser or its agent will take such action
and institute such proceedings as it shall deem appropriate to cause and require all contractors and
suppliers of materials to complete their contracts, including the correcting of any defective work, and
may, from time to time, take such action as may be necessary or advisable, as determined by the
Purchaser, to assure that the acquisition, construction and equipping of the Project will proceed in an
efficient and workmanlike manner. The Seller agrees that the Purchaser and its duly authorized agents
shall have access to the Project as may reasonably be necessary to ensure that the Seller is performing its
obligations hereunder. The Purchaser and its duly authorized agents shall also be permitted, at all
reasonable times, to examine the books,records,reports and other papers of the Seller with respect to the
Project.
(d) The Purchaser, as assignee under the Parking Deck Agreement and as agent for the
Seller, agrees to complete the acquisition, construction, and installation of the Project as promptly as
practicable and with all reasonable dispatch after the date of issuance and sale of the Series 2017 Bonds
and shall use its best efforts to cause the acquisition, construction and equipping of the Project to be
completed as soon as may be practical, delays incident to strikes, riots, acts of God or the public enemy
beyond the reasonable control of the Purchaser excepted.
Section 4.02. Agreement to Issue the Series 2017 Bonds; Application of Proceeds. The
Seller agrees that simultaneously with the execution and delivery hereof it will issue the Series 2017
Bonds containing the terms, including principal amounts, interest rates, and maturities, set forth in the
Bond Resolution, for the purpose of financing the costs of acquiring, constructing, and installing the
15
Project. The proceeds from the sale of the Series 2017 Bonds shall be deposited with the Purchaser and
used to pay the costs of acquiring, constructing and installing the Project and paying costs of issuance of
the Series 2017 Bonds. The proceeds of the Series 2017 Bonds may be used for the following
purposes(but for no other purposes):
(a) payment of any costs and expenses relating to the Project that would constitute a
"cost of the urban redevelopment projects" permitted to be paid by the Seller under the Urban
Redevelopment Law; and
(b) at the written direction of the Purchaser, all proceeds of the Series 2017 Bonds
remaining after completion of the Project, less amounts retained or set aside to meet costs not
then due and payable or that are being contested, shall be used (1)to pay principal on the Series
2017 Bonds when due through and including October 1, 2022 and to optionally redeem all or a
portion of the Series 2017 Bonds on October 1, 2022 pursuant to Section 301 of the Bond
Resolution or (2) if the Seller and the Purchaser receive a Favorable Opinion of Bond Counsel,
for any other purpose permitted by the Urban Redevelopment Law.
Section 4.03. Purchaser and Seller Not Required to Pay Project Costs in Event Bond
Proceeds Insufficient. The Seller does not make any warranty, either express or implied, that the
moneys derived from the sale of the Series 2017 Bonds,which,under the provisions of this Contract, will
be available for payment of the Costs of the Project will be sufficient to pay all the costs that will be
incurred in that connection. The Purchaser and the Seller acknowledge that in the event that the proceeds
of the Series 2017 Bonds (less any costs of issuance related thereto) for payment of the Costs of the
Project are not sufficient to pay the costs thereof, neither the Seller nor the Purchaser shall be required to
contribute additional funds to the Costs of the Project, but such additional funds shall be contributed by
the Georgia Technology Authority ("GTA") pursuant to a Parking Deck Agreement between the Seller
and GTA.
Section 4.04. Investment of Bond Proceeds. Subject to Section 501 of the Bond Resolution
and Section 4.05 hereof, the proceeds of the Series 2017 Bonds shall be invested or reinvested by the
Purchaser in Permitted Investments as may be designated by the Purchaser.
Section 4.05. Special Investment Covenants. The Seller and the Purchaser each covenant that
it will not directly or indirectly use or permit the use of any proceeds (as defined in the Regulations) of
the Series 2017 Bonds, or any other funds of the Seller or the Purchaser, or take or omit to take any
action, or to invest any funds held by it, in such manner as will,or allow any"related party"(as defined in
Section 1.150-1(b) of the Regulations) to enter into any arrangement, formal or informal, as will, cause
the Series 2017 Bonds to be"federally guaranteed", as such term is used and defined in Section 149(b) of
the Code, or to be an "arbitrage bond" within the meaning of Section 148 of the Code, and any
Regulations proposed or promulgated in connection therewith. To that end, the Seller and the Purchaser
shall comply with all requirements of Section 149(b)and Section 148 of the Code to the extent applicable
to the Series 2017 Bonds.
Section 4.06. Calculation and Payment of Rebate Amount. The Purchaser agrees to appoint
and pay a Rebate Calculator to calculate and determine the Rebate Amount, if any, related to the Series
2017 Bonds as required by Section 148(f) of the Code and any Regulations proposed or promulgated in
connection therewith. All calculations and determinations made by a Rebate Calculator shall be
accompanied by the opinion of a Rebate Calculator that such calculations and determinations have been
made in accordance with the requirements of Section 148(f) of the Code. The Purchaser agrees to pay to
the United States Treasury for and on behalf of the Seller the amount determined by the Rebate Calculator
to be due to the United States Treasury before the due date specified by the Rebate Calculator. The
16
obligations created by this Section 4.06 shall survive the termination of this Contract. The Seller hereby
delegates to the Purchaser the authority and responsibility for compliance with Section 148(f) of the
Code.
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ARTICLE V
INSTALLMENT PURCHASE PROVISIONS; NATURE OF
OBLIGATIONS OF PURCHASER
Section 5.01. Term of Agreement. The term of this Contract shall commence with the
execution and delivery hereof and shall be in full force and effect until midnight, October 1, 2036,
subject to the provisions of this Contract permitting earlier termination(including particularly Article VII
hereof), or if all the Purchase Price and other amounts payable pursuant to Section 5.03 hereof have not
been paid, until such date as such payment shall have been made; provided, however, that the covenants
and obligations expressed herein to so survive shall survive the termination of this Contract, but in no
event shall the term of this Contract exceed fifty(50)years.
Section 5.02. Reserved.
Section 5.03. Purchase Price and Other Amounts Payable. (a) Until the principal of, and
premium, if any, and interest on,the Series 2017 Bonds shall have been fully paid,the Purchaser shall pay
the Purchase Price in installments and shall pay to the Sinking Fund Custodian for the account of the
Seller as installments of Purchase Price, on or before October 1, 2017, and on or before each April 1 and
October 1 thereafter,to and including October 1, 2036,a sum equal to the amount payable on such date as
principal of, and premium, if any, and interest on, the Series 2017 Bonds, as provided in the Bond
Resolution. Each installment of Purchase Price shall in all events be sufficient, after giving credit for
funds held in the Sinking Fund available for such purpose, to pay the total amount of interest, principal,
redemption requirement, and premium, if any, payable on the Series 2017 Bonds on the principal or
interest payment date or on the redemption date. Any installment of Purchase Price shall be reduced and
need not be made to the extent that there are moneys in the Sinking Fund in excess of the amount required
for the payment of the Series 2017 Bonds theretofore matured or called for redemption, the amount
required for the payment of interest for which checks or drafts have been mailed by or on behalf of the
Seller, and past due interest in all cases where Bonds have not been presented for payment. There shall
be a credit against remaining installment payments of Purchase Price for Bonds purchased, redeemed, or
cancelled as provided in Article III of the Bond Resolution. Any installment of Purchase Price not
received by the Sinking Fund Custodian when due shall continue as an obligation of the Purchaser until
paid and shall bear interest at the rate of interest on the Series 2017 Bonds to which such Purchase Price
relates.
(b) The Purchaser agrees to pay all reasonable out-of-pocket costs and expenses of the Seller
and the Sinking Fund Custodian incurred in connection with their negotiation, structuring, documenting,
and closing the Series 2017 Bonds, including, without limitation, the reasonable fees and disbursements
of counsel for the Seller and Bond Counsel. The Purchaser agrees to pay all reasonable out-of-pocket
costs and expenses of the Seller incurred in connection with their administration or modification of, or in
connection with the preservation of their rights under, enforcement of, or any refinancing, renegotiation,
restructuring, or termination of, any Bond Document or any instruments referred to therein or any
amendment, waiver, or consent relating thereto, including, without limitation, the reasonable fees and
disbursements of counsel for the Seller and counsel for the Sinking Fund Custodian.
Such additional installments of Purchase Price shall be billed to the Purchaser by the Seller, from
time to time,together with a statement certifying that the amount billed has been incurred or paid by such
party for one or more of the above items. Amounts so billed shall be paid by the Purchaser within thirty
(30)days after receipt of the bill by the Purchaser.
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(c) In the event the Purchaser shall fail to make any of the payments required in this Section
5.03,the item or installment so in default shall continue as an obligation of the Purchaser until the amount
in default shall have been fully paid.
Section 5.04. Place of Purchase Price Payments. The payments of Purchase Price provided
for in Section 5.03(a)hereof shall be paid in lawful money of the United States of America directly to the
Sinking Fund Custodian for the account of the Seller and shall be deposited in the Sinking Fund. The
payments of additional Purchase Price to be made pursuant to Section 5.03(b)hereof shall be paid directly
to the Seller or the Sinking Fund Custodian for its own use.
Section 5.05. Nature of Obligations of Purchaser Hereunder. (a) The obligations of the
Purchaser to make the payments required in Section 5.03 hereof and other sections hereof and to perform
and observe any and all of the other covenants and agreements on its part contained herein shall be a
general obligation of the Purchaser and shall be absolute and unconditional irrespective of any defense or
any rights of setoff, recoupment, or counterclaim, except payment, it may otherwise have against the
Seller. The Purchaser agrees that it shall not (i) suspend, abate, reduce, abrogate, diminish, postpone,
modify, or discontinue any payments provided for in Section 5.03 hereof, (ii) fail to observe any of its
other agreements contained in this Contract, or(iii)except as provided in Article VII hereof,terminate its
obligations under this Contract for any contingency, act of God, event, or cause whatsoever, including,
without limiting the generality of the foregoing, failure of the Purchaser to complete the acquisition,
construction and installation of the Project, failure of the Purchaser to occupy or to use the Project as
contemplated in this Contract or otherwise, any change or delay in the time of availability of the Project,
any acts or circumstances that may impair or preclude the use or possession of the Project, any defect in
the title, design, operation, merchantability, fitness, or condition of the Project or in the suitability of the
Project for the Purchaser's purposes or needs, failure of consideration, any declaration or finding that any
of the Series 2017 Bonds are unenforceable or invalid, the invalidity of any provision of this Contract,
any acts or circumstances that may constitute an eviction or constructive eviction, destruction of or
damage to the Project,the taking by eminent domain of title to or the use of all or any part of the Project,
failure of the Purchaser's title to the Project or any part thereof, commercial frustration of purpose, any
change in the tax or other laws of the United States of America or of the State or any political subdivision
of either thereof or in the rules or regulations of any governmental authority, or any failure of the Seller to
perform and observe any agreement, whether express or implied, or any duty, liability, or obligation
arising out of or connected with this Contract.
(b) Nothing contained in this Section 5.05 shall be construed to release the Seller from the
performance of any of the agreements on its part herein contained. In the event the Seller should fail to
perform any such agreement on its part, the Purchaser may institute such action against the Seller as the
Purchaser may deem necessary to compel performance so long as such action does not abrogate the
Purchaser's obligations hereunder. The Seller hereby agrees that it shall not take or omit to take any
action that would cause this Contract to be terminated.
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ARTICLE VI
ADDITIONAL COVENANTS
Section 6.01. No Warranty of Condition or Suitability by the Seller. THE SELLER
MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE HABITABILITY,
MERCHANTABILITY, CONDITION, OR WORKMANSHIP OF ANY PART OF THE PROJECT OR
THAT IT WILL BE SUITABLE FOR THE PURCHASER'S PURPOSES OR NEEDS.
Section 6.02. Indemnification.
To the extent permitted by law, the Purchaser hereby agrees to release the Seller from and to
indemnify the Seller (and its commissioners) for any and all liabilities and claims against the Seller
arising from the issuance of the Series 2017 Bonds and the acquisition, construction, equipping,
ownership and operation of the Project, including without limitation, (a)any condition of the Project,
(b)any breach or Default on the part of the Purchaser in the performance of any of its obligations under
this Contract, (c)any act or negligence of the Purchaser or of any of its agents, contractors, servants,
employees or licensees, or(d)any act or negligence of any assignee or lessee of the Purchaser, or of any
agents, contractors, servants, employees or licensees of any assignee or lessee of the Purchaser or(e)any
material misstatement or omission by the Purchaser in connection with the sale of the Series 2017 Bonds.
Notwithstanding the foregoing, the Purchaser shall not be required to indemnify the Seller for its gross
negligence or willful misconduct.
If any such claim is asserted, the Seller or any individual indemnified herein, as the case may be,
will give prompt written notice to the Purchaser, and the Purchaser will promptly assume the defense
thereof, including the employment of counsel and payment of all expenses of such defense, with full
power to litigate, compromise or settle the same in its sole discretion; provided that the Seller shall have
the right to approve in writing all counsel engaged by the Purchaser to conduct such defense, which
approval shall not be unreasonably withheld.
The Seller shall have the right to employ separate counsel in any such action and to participate in
the defense thereof, but the Purchaser shall not be required to pay the fees and expenses of such separate
counsel unless the separate counsel is employed with the approval of the Purchaser. The Purchaser shall
not unreasonably withhold its approval of such separate counsel.
Notwithstanding anything in this Contract to the contrary,the provisions of this Section 6.02 shall
survive the termination of this Contract.
20
Section 6.03. Continuing Disclosure. The Purchaser hereby covenants and agrees that it will
comply with the Series 2017 Disclosure Certificate. Notwithstanding any other provision of this
Contract, failure of the Purchaser to comply with the Series 2017 Disclosure Certificate shall not be
considered an Event of Default; however any beneficial owner of the Series 2017 Bonds may take such
actions as may be necessary or appropriate, including seeking specific performance by court order, to
cause the Purchaser to comply with its obligations under this Section 6.03.
Section 6.04. Tax Covenants. The Purchaser further covenants and agrees that it shall comply
with the representations and certifications it made in its tax and non-arbitrage certificate dated the date of
issuance and delivery of the Series 2017 Bonds and that it shall take no action nor omit to take any action
that would cause such representations and certifications to be untrue.
Section 6.05. Insurance. To the extent deemed necessary, the Purchaser will cause to be
bonded its employees or agents handling funds of the Project in amounts adequate for its protection and it
shall procure and maintain or cause to be maintained insurance on the physical properties of the Project of
the kinds and in the amounts normally carried by private companies or other agencies engaged in the
operation of similar properties so long as any Bonds are outstanding. Such insurance shall include:
(a)fire and extended coverage insurance on the insurable portions of the Project with a responsible
insurance company or companies authorized and qualified to do business under the laws of the State of
Georgia; (b) public liability insurance relating to the operation of the Project; and (c)vehicular public
liability insurance on any vehicle owned or operated by the Purchaser and used in the operation of the
Project. Such insurance may provide reasonable and customary coverage and deductibles for agencies
and governmental authorities operating similar facilities, provided that such insurance in such amount is
available at a cost which, in the opinion of the Purchaser, will not impose an unreasonable financial
burden, or the Purchaser may self-insure against such claims and risks, or the Purchaser in its discretion,
may provide for any combination of the foregoing. The proceeds of such fire and extended coverage
policies are pledged as security for the payment of the amounts due under this Contract, but shall be
available for and shall, to the extent necessary and desirable, be applied to the repair and replacement of
the damaged or destroyed property. In the event the proceeds of such policies are not used for that
purpose, then same shall be deposited in the Sinking Fund. Proceeds from the fidelity bonds on
employees and agents shall be paid into the appropriate fund. All insurance policies and fidelity bonds
shall be open to the inspection of the Bondholders or their duly authorized representatives at all
reasonable times. All insurance policies shall name the Seller as an additional insured.
Section 6.06. Operation and Maintenance of the Project; Modification of Project.
(a) The Purchaser agrees that, at all times during the Term (i)the Purchaser will cause the
Project to be operated and maintained in good repair and in accordance herewith and (ii)the Purchaser
will be responsible for maintaining and operating the Project. Without limiting the foregoing, the
Purchaser agrees that it will maintain the Project in an efficient and economical manner, that it will at all
times maintain the Project in good repair and in sound operating condition,that it will make all necessary
repairs and replacements to the Project, and that it will comply with all valid acts, rules, regulations,
orders and directions of any legislative, executive, administrative or judicial body applicable to the
Project and its operation thereof.
(b) The Purchaser may, from time to time, in its sole discretion and at its own expense, make
any additions, modifications or improvements to the Project, which it may deem desirable for its business
purposes; provided that all such additions, modifications and improvements do not adversely affect the
structural integrity of the Project.
21
Section 6.07. Release Covenant. The Purchaser releases the Seller from, and covenants and
agrees that the Seller shall not be liable for,any claims by or on behalf of any person arising from: (1)the
conduct or management of, or from any work or thing done in or on, the Project during the term hereof;
(ii)any condition of the Project, (iii)any breach or default on the part of the Purchaser in the performance
of any of its obligations under this Contract; (iv) any act of negligence of the Purchaser or of any agents,
contractors, servants, employees or licensees of the Purchaser or of any lessee or tenant of the Purchaser;
and (v) any loss or damage to property or any injury to or death of any persons occurring on or about or
resulting from any defect in the Project.
22
ARTICLE VII
ASSIGNMENT; PURCHASE PRICE PREPAYMENTS
Section 7.01. No Assignment by Purchaser. This Agreement may not be sold, assigned, or
encumbered by the Purchaser.
Section 7.02. Redemption of Series 2017 Bonds. The Seller, at the written request of the
Purchaser at any time and if the Series 2017 Bonds are then callable or available for purchase,and if there
are funds available therefor, shall forthwith take all steps that may be necessary under the applicable
redemption or purchase provisions of the Bond Resolution to effect redemption or purchase of all or part
of the then outstanding Series 2017 Bonds, as may be specified by the Purchaser, on the earliest date on
which such redemption or purchase may be made under such applicable provisions. Purchaser
acknowledges that the Series 2017 Bonds may not be optionally redeemed prior to October 1,2022.
Section 7.03. Prepayment of Purchase Price. There is expressly reserved to the Purchaser the
right, and the Purchaser is authorized and permitted, at any time it may choose,to prepay all or any part
of the Purchase Price and other amounts payable under Section 5.03 hereof, and the Seller agrees that the
Sinking Fund Custodian may accept such prepayments of Purchase Price and other amounts when the
same are tendered by the Purchaser. All Purchase Price and other amounts so prepaid shall at the written
direction of the Purchaser be credited toward the Purchase Price and other amounts specified in Section
5.03 hereof, in the order of their due dates, or applied to the retirement of the Series 2017 Bonds prior to
maturity(either by redemption or purchase)in accordance with the Bond Resolution. The Purchaser shall
also have the right to surrender Series 2017 Bonds acquired by it in any manner whatsoever to the Seller
for cancellation, and such Series 2017 Bonds, upon such surrender and cancellation, shall be deemed to
be paid and retired and shall be allocated as credits to Purchase Price as provided in the Bond Resolution.
Section 7.04. Option to Prepay the Purchase Price and Redeem the Series 2017 Bonds at
Prior Optional Redemption Dates. The Purchaser shall also have the option to prepay Purchase Price
and other amounts payable under this Contract in such manner and amounts as will enable the Seller to
redeem (a) the Series 2017 Bonds prior to maturity, on or after October 1, 2022, in whole or in part on
any date as provided in Section 301 of the Bond Resolution and(b)Series 2017 Bonds redeemed pursuant
to this Section shall be redeemed in accordance with Article III of the Bond Resolution. The Purchase
Price and other amounts payable by the Purchaser in the event of its exercise of the option granted under
this Section shall be (i) in the case of partial redemption, the amount necessary to pay principal, all
interest to accrue to the redemption date and the applicable redemption premium as provided in Section
301 of the Bond Resolution and(ii) in the case of a total redemption, the amounts set forth in Article III
of the Bond Resolution and the applicable redemption premium, as provided in Section 301 of the Bond
Resolution.
23
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
Section 8.01. Events of Default Defined. The following shall be"Events of Default"under this
Contract, and the terms "Event of Default" or "Default" shall mean, whenever they are used in this
Contract,any one or more of the following events:
(a) The Purchaser's failure to pay the amounts required to be paid under Section
5.03(a)of this Contract at the times specified therein.
(b) The Purchaser's breach in any material respect of any representation or warranty
contained in this Contract or the Purchaser's failure to observe, perform, or comply with any
covenant, condition, or agreement in this Contract on the part of the Purchaser to be observed or
performed, other than as referred to in subsection (a) of this Section 8.01, for a period of thirty
(30) days after written notice specifying such breach or failure and requesting that it be remedied,
given to the Purchaser by the Seller or the Bondholders, unless the Bondholders shall agree in
writing to an extension of such time prior to its expiration, provided that such 30-day notice and
cure period shall not apply to breach of Section 9.05. In the case of any such breach or default
that cannot with due diligence be cured within such thirty (30) day period but can be wholly
cured within a period of time not materially detrimental to the rights of the Seller and the
Bondholders, to be determined conclusively by the Bondholders, it shall not constitute an Event
of Default if corrective action is instituted by the Purchaser within the applicable period and
diligently pursued until the breach or default is corrected in accordance with and subject to any
directions or limitations of time established in writing by the Bondholders.
(c) The Purchaser shall(i) apply for or consent to the appointment of or the taking of
possession by a receiver, custodian, trustee, or liquidator of it or of all or a substantial part of its
property, (ii) enter into an agreement of composition with its creditors, (iii) admit in writing its
inability to pay its debts as such debts become due, (iv)make a general assignment for the benefit
of its creditors, (v) commence a voluntary case under the federal bankruptcy law (as now or
hereafter in effect), (vi) file a petition or answer seeking to take advantage of any other law
relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of
debts, (vii) fail to controvert in a timely or appropriate manner or acquiesce in writing to any
petition filed against it in an involuntary case under such federal bankruptcy law, or (viii) take
any action for the purpose of effecting any of the foregoing.
(d) A proceeding or case shall be commenced, without the application of the
Purchaser, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization,
dissolution, winding-up, or composition or adjustment of debts of the Purchaser, (ii) the
appointment of a trustee, receiver, custodian, liquidator, or the like of the Purchaser or of all or
any substantial part of the assets of it, or(iii) similar relief in respect of the Purchaser under any
law relating to bankruptcy, insolvency, reorganization, winding-up, or composition and
adjustment of debts, and such proceeding or case shall continue undismissed or an order,
judgment, or decree approving or ordering any of the foregoing shall be entered and shall
continue unvacated and unstayed and in effect for a period of sixty (60) days, whether
consecutive or not.
24
Section 8.02. Remedies on Default. Whenever any Event of Default referred to in Section 8.01
hereof shall have happened and be continuing the Seller, in its discretion, may exercise any one or more
of the following remedies:
(a) The Seller may have access to and inspect, examine, and make copies of the
books and records and any and all accounts and similar data of the Purchaser.
(b) The Seller may from time to time take whatever action at law or in equity or
under the terms of this Contract may appear necessary or desirable to collect the Purchase Price
and other amounts payable by the Purchaser hereunder then due or thereafter to become due,or to
enforce performance and observance of any obligation, agreement, or covenant of the Purchaser
under this Contract.
No action taken pursuant to this Section 8.02 shall relieve the Purchaser from its obligations
pursuant to Section 5.03 hereof, all of which shall survive any such action, and the Seller may take
whatever action at law or in equity as may appear necessary and desirable to collect the Purchase Price
and other amounts then due and thereafter to become due or to enforce the performance and observance
of any obligation, agreement, or covenant of the Purchaser hereunder.
Section 8.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to the
Seller is intended to be exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given under this Contract or
now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or
power accruing upon any default shall impair any such right or power or shall be construed to be a waiver
thereof, but any such right and power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle the Seller to exercise any remedy reserved to it in this Article VIII, it shall
not be necessary to give any notice, other than such notice as may be herein expressly required. Such
rights and remedies as are given the Seller hereunder shall also extend to the Bondholders, and the
Bondholders shall be deemed a third party beneficiary of all covenants and agreements herein contained.
Section 8.04. Agreement to Pay Fees and Expenses. If an Event of Default should occur and
the Seller or the Bondholders should employ attorneys, accountants, or other experts or incur other
expenses for the collection of Purchase Price and other amounts due hereunder or the enforcement of
performance or observance of any obligation or agreement on the part of the Purchaser herein contained,
the Purchaser agrees that it shall on demand therefor pay to the Seller and to the Bondholders for the
account of the Seller the reasonable fees of such attorneys, accountants, or other experts and such other
expenses so incurred by the Seller and the Bondholders. Any attorneys' fees required to be paid by the
Purchaser under this Contract shall include attorneys' and paralegals' fees through all proceedings,
including, but not limited to, negotiations,administrative hearings,trials,and appeals.
Section 8.05. Waiver of Events of Default. Subject to Section 9.05,the Seller may waive any
Event of Default hereunder and its consequences. In case of any such waiver, or in case any proceeding
taken by the Seller or the Bondholders on account of any such Event of Default shall be discontinued or
abandoned or determined adversely to the Seller or the Bondholders, then and in every such case the
Seller and the Purchaser shall be restored to their former position and rights hereunder, but no such
waiver or rescission shall extend to or affect any subsequent or other Event of Default or impair or
exhaust any right,power, or remedy consequent thereon.
25
ARTICLE IX
MISCELLANEOUS
Section 9.01. Notices. All notices, certificates, and other communications provided for
hereunder shall be in writing and sent (a)by telecopy if the sender on the same day sends a confirming
copy of such notice by a recognized overnight delivery service (charges prepaid), or (b)by registered or
certified mail with return receipt requested (postage prepaid), or (c)by a recognized overnight delivery
service (with charges prepaid). Any such notice must be sent to any party hereto at the following
addresses or to such other address as any party hereto shall have specified in writing to the other party:
If to the Seller: Urban Redevelopment Agency of Augusta
535 Telfair Street
Augusta, Georgia 30901
Attention: Chairman
If to the Purchaser: Augusta, Georgia
535 Telfair Street
Augusta,Georgia 30901
Attention: Administrator
Notices under this Section 9.01 will be deemed given only when actually received.
Section 9.02. Construction and Binding Effect. This Agreement constitutes the entire
agreement of the parties and supersedes any prior agreements. This Agreement shall inure to the benefit
of and shall be binding upon the Seller,the Purchaser, and their respective successors and assigns subject,
however,to the limitations contained in Section 7.01 hereof.
Section 9.03. Severability. In the event any provision of this Contract shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
Section 9.04. Amounts Remaining in Funds. It is agreed by the parties hereto that any
amounts remaining in any funds provided for herein upon expiration or sooner termination of this
Contract, as provided in this Contract, after payment in full of the Purchase Price and the Series 2017
Bonds, the fees, charges, and expenses of the Seller and the Bondholders, in accordance with the terms
hereof, and all sums due and owing to the Seller, shall belong to and be paid to the Purchaser by the Seller
as overpayment of Purchase Price.
Section 9.05. Amendments, Changes, and Modifications. This Agreement may not be
amended, changed, modified, altered, or terminated, and the observance of any term hereof may not be
waived, except in accordance with the Bond Resolution.
Section 9.06. Execution of Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
Section 9.07. Law Governing Construction of this Contract. This Agreement and the rights
and obligations of the parties hereto(including third party beneficiaries) shall be governed, construed and
interpreted according to the laws of the State.
26
Section 9.08. Immunity of Officials, Officers, and Employees of Seller and Purchaser. No
recourse shall be had for the enforcement of any obligation, covenant,promise, or agreement of the Seller
or the Purchaser contained in this Contract or for any claim based hereon or otherwise in respect hereof
against any member of a Governing Body, officer, or employee, as such, in his individual capacity, past,
present, or future, of the Seller, the Purchaser, or any successor body, whether by virtue of any
constitutional provision, statute, or rule of law, or by the enforcement of any assessment or penalty or
otherwise, it being expressly agreed and understood that this Contract is solely a corporate obligation of
the Purchaser and the Seller payable only from the funds and assets of the Purchaser and the Seller herein
specifically provided to be subject to such obligation and that no personal liability whatsoever shall attach
to, or be incurred by, any member of a Governing Body, officer, or employee, as such, past, present, or
future, of the Purchaser or the Seller, or of any successor corporation, either directly or through the
Purchaser, the Seller, or any successor corporation, under or by reason of any of the obligations,
covenants, promises, or agreements entered into between the Seller and the Purchaser whether contained
in this Contract or in the Bond Resolution or to be implied herefrom or therefrom as being supplemental
hereto or thereto, and that all personal liability of that character against every such member of a
Governing Body, officer, and employee is,by the execution of this Contract and as a condition of and as
part of the consideration for the execution of this Contract, expressly waived and released. The immunity
of members of a Governing Body, officers, and employees of the Seller and the Purchaser under the
provisions contained in this Section 9.08 shall survive the completion of the Project and the termination
of this Contract.
Section 9.09. Survival of Warranties. All agreements, representations, and warranties of
the parties hereunder, or made in writing by or on behalf of them in connection with the
transactions contemplated hereby, shall survive the execution and delivery hereof, regardless of
any investigation or other action taken by any person relying thereon.
27
SIGNATURES AND SEALS
IN WITNESS WHEREOF, the Seller has executed this Contract by causing its name to be
hereunto subscribed by its Chairman and by causing the official seal of the Seller to be impressed hereon
and attested to by its Secretary, and the Purchaser has executed this Contract by causing its name to be
hereunto subscribed by its Mayor and by causing the official seal of the Purchaser to be impressed hereon
and attested by its Clerk of Commission, all being done as of the day and year first above written.
„ -< URBAN REDEVELOPMENT AGENCY OF
AUGUSTA
(NAL) ,�.� By: l� )'-6/
J1u Chairman
Attest:
V Yitc
Secretary
(Agreement of Sale)
AUGUSTA,GEORGIA
By:______/1411111111111P_____,-)
(SEAL) 176Mayor
Attest:
i '', \'.7111q/17
Clerk,Aug ' dfimond C miss] n
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..CEORIGIP' r 4.
f
(Agreement of Sale)
EXHIBIT A
DESCRIPTION OF PREMISES
An approximate 1.74 acre tract bounded on the south and eastern sides by 1 1 th Street and Reynolds Street,
all within the Urban Redevelopment Area.
EXHIBIT B
FORM OF CERTIFICATE REQUIRED BY SECTION 2.02(I)
[Letterhead of Mauldin&Jenkins, L.L.C.]
July 20, 2017
Urban Redevelopment Agency
of Augusta
Augusta, Georgia
Re: $12,000,000 Urban Redevelopment Agency of Augusta Revenue Bonds (Parking
Garage Project), Series 2017 (the"Series 2017 Bonds")
Ladies and Gentlemen:
At your request, we have examined the Intergovernmental Contract, dated as of
December 7, 2010, between the Solid Waste Management Authority of Augusta and the
Consolidated Government; the Agreement of Sale, dated as of August 1, 2010, between the
Augusta-Richmond County Coliseum Authority and the Consolidated Government; the
Intergovernmental Service Agreement, dated as of August 1, 2010, between the Augusta-
Richmond County Coliseum Authority and the Consolidated Government; the Intergovernmental
Agreement, dated as of August 1, 2014, between the Urban Redevelopment Agency of Augusta
(the "Agency") and the Consolidated Government; and the Intergovernmental Service
Agreement, dated as of September 15, 2015, between the Agency and the Consolidated
Government (collectively, the "Intergovernmental Agreements"), which set forth the
requirements that must be met for the Consolidated Government to enter into any Additional
Contract (as defined in the Intergovernmental Contracts) for the purpose of debt service
payments (including creation and maintenance of reserves therefor). Unless otherwise specified
in this letter, terms used in this letter shall have the same meaning as in the Intergovernmental
Contracts.
We obtained the Consolidated Government's 2016 Tax Digest, which was provided by
the Affidavit of the Tax Commissioner and is attached to this letter as Exhibit A, and the
Augusta-Richmond County Maximum Millage Calculation as is currently prescribed by the
Constructional Amendment.
We obtained the debt service on the Intergovernmental Contracts from the Official
Statement as noted in the table under the heading "CONSOLIDATED GOVERNMENT DEBT
STRUCTURE — Debt Service Requirements". We also obtained the debt service of the Series
2017 Bonds from the Official Statement as noted in the table under the heading"THE BONDS—
Principal and Interest Requirements".
We calculated the revenues that would be produced by the levy of an ad valorem tax at
the maximum millage currently prescribed by the Constitutional Amendment (the "Maximum
Mill Revenues") on the Maintenance and Operation Tax Digest in Augusta, Georgia for the year
ended December 31, 2016 to ensure that the Maximum Mill Revenues were equal to at least the
maximum combined amount payable in any future fiscal year with respect to debt service under
all existing contracts and the additional contract proposed to secure the Series 2017 Bonds. the
following table demonstrates this calculation:
December 31, 2016
County Maintenance and Operation Tax Digest for
the year ended December 31, 2016
Current Millage Cap currently prescribed by the
Constitutional Amendment
Maximum Mill Revenue
Highest Combined Principal and Interest Requirements in
any Succeeding Sinking Fund Year
Amount in Excess of Contract Requirements
This letter is solely for the purpose of satisfying conditions precedent contained in the
Intergovernmental Agreements to the execution and delivery by the Consolidated Government of
an Agreement of Sale, dated as of July 1, 2017, with the Urban Redevelopment Agency of
Augusta, and, without our prior consent, this letter is not to be used, circulated, quoted, or
otherwise referred to within or without this group for any other purpose, including, but not
limited to, the purchase or the sale of securities. This letter is not to be filed with or referred to
in whole or in part in any document, except that reference may be made to it in any list of closing
documents pertaining to the proposed Bonds.
Very truly yours,
2
EXHIBIT A
STATE OF GEORGIA
COUNTY OF RICHMOND
AFFIDAVIT OF 2016 MAINTENANCE AND OPERATION TAX DIGEST
Personally appeared before the undersigned attesting officer, duly authorized to
administer oaths in and for such State and County, ,who on oath deposes and says
that he is the Tax Commissioner of Richmond County, Georgia, and as such is familiar with the
assessed value of taxable property located within the territorial limits of Augusta, Georgia
subject to taxation for maintenance and operation purposes, and that the assessed value of the
property so subject to taxation in Augusta, Georgia amounts to not less than $ , as
shown by the Tax Digest for the year 2016,which is the latest tax digest available.
Tax Commissioner of Richmond County, Georgia
Sworn to and subscribed before
me this day of July, 2017.
Notary Public
My Commission Expires:
(Date)
(NOTARIAL SEAL)