HomeMy WebLinkAboutRESOLUTION NO 14 11 319STATE OF GEORGIA
COUNTY OF FULTON RESOLUTION NO. 14-11-319
SUPPLEMENTAL RESOLUTION AUTHORIZING THE EXECUTION,
DELIVERY AND PERFORMANCE OF AN INTERGOVERNMENTAL
CONTRACT RELATING TO THE CITY OF MILTON PUBLIC
BUILDINGS AND FACILITIES AUTHORITY REVENUE BOND, SERIES
2014
WHEREAS, the City of Milton Public Buildings and Facilities Authority (the
"Issuer") authorized the issuance of a revenue bond (the "Bond") in a principal amount not to
exceed $10,000,000 pursuant to a resolution adopted by the Issuer on May 19, 2014 (the
"Authorizing Resolution"); and
WHEREAS, the Authorizing Resolution provides that the principal amount,
interest rate and prepayment provisions will be set forth in a bond resolution to be adopted by the
Issuer prior to the issuance of the Bond (the "Bond Resolution"); and
WHEREAS, the Issuer adopted the Bond Resolution on the date hereof; and
WHEREAS, the City of Milton, Georgia (the "City") authorized the execution,
delivery and performance of an Intergovernmental Contract relating to the Bond (the
"Intergovernmental Contract") pursuant to a resolution adopted by the Mayor and Council of the
City on May 19,2014; and
WHEREAS, the final terms of the Intergovernmental Contract have been
determined; and
WHEREAS, the City proposes approving the terms of the Bond Resolution and
the final terms of the Intergovernmental Contract; and
WHEREAS, the City also proposes adopting policies and procedures relating
specifically to its tax-exempt debt (the "Tax-Exempt Debt Policy").
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MILTON
HEREBY RESOLVES, and it is hereby resolved by authority of the same, as follows:
1. Bond Resolution. The City acknowledges receipt of the Bond Resolution
and the terms contained therein.
2. Authorization of Intergovernmental Contract. The execution, delivery and
performance of the Intergovernmental Contract are hereby authorized. The Intergovernmental
Contract shall be in substantially the form attached hereto as Exhibit A, with such changes,
insertions or omissions as may be approved by the Mayor or Mayor Pro-Tern of the City, and the
execution and delivery by the City of the Intergovernmental Contract as hereby authorized shall
be conclusive evidence of the approval of any such changes, omissions or insertions.
3. Approval of Policy. The Policy attached hereto as Exhibit B is hereby
approved.
4. Ratification. All actions taken by the council members, officers,
employees and agents of the City which are in furtherance of the transactions contemplated by
this Supplemental Resolution are hereby ratified and affirmed.
5. General Authority. The Mayor, Mayor Pro-Tern, Clerk and the
employees, officers and agents of the City are hereby authorized to execute any and all
docwnents and to take any and all actions required to carry out the transactions contemplated by
this Supplemental Resolution.
6. Repealing Clause. All resolutions or ordinances or parts thereof of the
City in conflict with the provisions contained in this Supplemental Resolution are, to the extent
of such conflict, hereby superseded and repealed.
7. Effective Date. This Supplemental Resolution shall be effective
immediately upon its adoption.
Adopted and approved this 17th day ofNovember, 2014.
CITY OF MILTON, GEORGIA
ATTEST: By:________________
Mayor Joe Lockwood
Sudie AM Gordon, City Clerk
(SEAL)
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EXHIBIT A
FORM OF CONTRACT
CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY
AND
CITY OF MILTON, GEORGIA
mTERGOVERNMENTALCONTRACT
Dated as of November 1,2014
The rights and interest of City of Milton Public Buildings and Facilities Authority in this
Intergovenunental Contract have been pledged under the Resolution to the holder from time to
time of the Bond.
This document was prepared by:
Murray Barnes Finister LLP
Building 5, Suite 515
3525 Piedmont Road NE
Atlanta, GA 30305
(678) 999-0350
INTERGOVERNMENT AL CONTRACT
T ABLE OF CONTENTS
(This Table of Contents is not a part of the Intergovernmental Contract and lS only for
convenience of reference.)
ARTICLE I. DEFINITIONS ........................................................................................................... 2
ARTICLE II. REPRESENTATIONS .............................................................................................. 3
Section 2.1. Representations ofIssuer. ............................................................................3
Section 2.2. Representations ofthe City ......................................................................... .4
ARTICLE III. ISSUANCE OF THE BOND; ACQUISITION, PROJECTS, AND
EQUIPPING OF THE PROJECTS ......................................................................... 6
Section 3.1. Agreement to Issue the Bond; Application of Bond Proceeds ....................6
Section 3.2. Agreement to Acquire, Construct and Equip the Projects ...........................6
Section 3.3. Establishment of Completion Date ..............................................................7
ARTICLE IV. EFFECTIVE DATE OF THIS CONTRACT; DURATION OF TERM;
CONTRACT PAYMENT PROVISIONS ...............................................................8
Section 4.1. Effective Date of this Contract; Duration of Term......................................8
Section 4.2. Contract Payments .......................................................................................8
Section 4.3 . Obligations of the City Hereunder Unconditional. .................... ..................8
Section 4.4. Levy for Contract Payments . ....................................................................... 9
Section 4.5. Enforcement of Obligations......................................................................... 9
Section 4.6. Appropriation Obligation ............................................................................. 9
ARTICLE V. SPECIAL COVENANTS ................................................... .................................... 11
Section 5.1. Further Assurances and Corrective Instruments ........................................11
Section 5.2. Issuer and City Representatives .................................... ............................. 11
Section 5.3. City's Obligations in the Resolution .......................................................... 11
Section 5.4. Financial Statements .................................................................................. 11
Section 5.5. Provisions Respecting Insurance ............................................................... 11
Section 5.6. Operation and Maintenance of the Projects ............................................... 11
Section 5.7. Tax Covenants ........................................................................................... 12
Section 5.8. Release and Indemnification Covenants .................................................... 12
ARTICLE VI. EVENTS OF DEFAULT AND REMEDIES ........................................................ 13
Section 6.1. Events of Default Defined ......................................................................... 13
Section 6.2. Remedies on Default .................................................................................. 13
Section 6.3. No Remedy Exclusive ......................................................... ....................... 14
Section 6.4. Agreement To Pay Attorneys' Fees and Expenses ............. ....................... 14
Section 6.5. No Additional Waiver Implied by One Waiver. ........................................ 14
ARTICLE VII. MISCELLANEOUS ............................................................................................. 15
Section 7. I.
Section 7.2.
Section 7.3.
Section 7.4.
Section 7.5.
Section 7.6.
Section 7.7.
Section 7.8.
Section 7.9.
Notices . ...................................................................................................... 15
Binding Effect. ........................................................................................... 15
Severability . ............................................................................................... 15
Amounts Remaining in Funds ................................................................... 15
Amendments, Changes and Modifications ............................................... .15
Execution in Counterparts ....................................... ................................... 15
Applicable Law .......................................................................................... 15
Captions..................................................................................................... 16
No Personal Recourse ................................................................................ 16
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THIS INTERGOVERNMENTAL CONTRACT is entered into as of November 1,
2014 (this "Contract"), between the CITY OF MILTON PUBLIC BUILDINGS AND
FACILITIES AUTHORITY (the "Issuer"), and the CITY OF MILTON, GEORGIA (the "City").
WHEREAS, the City of Milton Public Buildings and Facilities Authorjty (the
"Issuer") was duly created and is validly existing pursuant to the City of Milton Public Buildings
and Facilities Authority Act (2007 Ga. L., p. 4264, et seq., as amended) (the "Act"); and
WHEREAS, pursuant to the Act, the Issuer has the power to (a) acquire,
construct, add to, extend, improve, equip, hold, operate, maintain, lease and dispose of "Projects"
(as defined in the Act); (b) execute contracts, leases, installment sale agreements and other
agreements and instruments necessary or convenient in connection with the acquisition,
construction, addition, extension, improvement, equippjng, operation or maintenance of a
Project; and (c) borrow money for any of its corporate purposes and to issue revenue bonds, and
to provide for the payment of the same and for the rights of the holders thereof; and
WHEREAS, pursuant to its Charter and other laws of the State of Georgia, the
City of Milton, Georgia (the "City) has the power to provide parks and recreation facilities; and
WHEREAS, Article IX, Section III, Paragraph I(a) of the Constitution authorizes,
among other things, any county, municipality or other political subdivision of the State to
contract, for a period not exceeding fifty years, with another county, municipality or political
subdivision or with any other public agency, public corporation or public authority for joint
services, for the provision of services, or for the provision or separate use of facilities or
equipment, provided that such contract deals with activities, services or facilities wruch the
contracting parties are authorized by law to undertake or to provide; and
WHEREAS, the Issuer proposes to issue, sell and deliver its revenue bond to be
known as the "City of Milton Public Buildings and Facilities Authority Revenue Bond, Series
2014" in the principal face amount of $1 0,000,000 (the "Bond") for the purpose of financing the
expansion, improvement and equipping of Bell Memorial Park and the costs of issuing the Bond;
and
WHEREAS, the Issuer and the City propose to enter into this Contract, pursuant
to which the Issuer will agree to issue the Bond, and the City, in consideration of such services
provided by the Issuer, will agree to pay to the Issuer amounts sufficient to pay the debt service
on the Bond; and
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter contained, the Issuer and the City, hereto agree as follows:
ARTICLE I.
DEFINITIONS
All capitalized, undefined tenns used in this Contract shall have meanings
ascribed to them in the Resolution. The following words and phrases shall have the following
meanings:
"Contract Payments" means the payments due pursuant to Section 4.2 of this
Contract.
"Completion Date" means the date the Projects are complete as evidenced by the
certificate required by Section 3.3 hereof.
"Default" and "Event of Default" mean with respect to any Default or Event of
Default under this Contract any occurrence or event specified and defined by Section 6.1 hereof.
"Resolution" means the resolution of the Issuer adopted on November 17, 2014,
pursuant to which the Bond is authorized to be issued, including any resolution supplemental
thereto.
"State" means the State of Georgia.
"Tenn" means the duration of this Contract as specified in Section 4.1 hereof.
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ARTICLE II.
REPRESENTATIONS
Section 2.1. Representations of Issuer.
The Issuer represents as follows:
(a) The Issuer is a body corporate and politic, and a public corporation of the
State duly created and organized under the Constitution and laws of the State. Under the
provisions of the Act, the Issuer is authorized to (i) adopt the Resolution and perfonn its
obligations thereunder, (ii) issue, execute, deliver and perfonn its obligations under the
Bond and (iii) execute, deliver and perfonn its obligations under this Contract. The
Resolution has been duly adopted and has not been modified or repealed. The Issuer has
duly authorized the (i) issuance, execution, delivery and perfonnance of its obligations
under the Bond and (ii) the execution, delivery and perfonnance of its obligations under
this Contract. The Resolution, the Bond and this Contract are valid, binding and
enforceable obligations ofthe Issuer.
(b) No approval or other action by any governmental authority or agency or
other person is required to be obtained by the Issuer as of the date hereof in connection
with the (i) adoption of the Resolution and the perfonnance of its obligations thereunder,
(ii) issuance, execution, delivery and perfonnance of its obligations under the Bond or
(iii) execution, delivery and perfonnance of its obligations under this Contract, except as
shall have been obtained and remain in full force and effect as of the date hereof,
however, no representation is given with respect to any "blue sky" laws.
(c) The adoption of the Resolution and the perfonnance of its obligations
thereunder, the issuance, execution, delivery and perfonnance of its obligations under the
Bond, the execution, delivery and perfonnance of its obligations under this Contract do
not violate the Act, the Issuer's bylaws, or the laws or Constitution of the State and do
not constitute a breach of or a default under any existing court order, administrative
regulation, or other legal decree, or any agreement, indenture, mortgage, lease, note or
other instrument to which the Issuer is a party or by which it or its property is bound.
(d) There is no action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, public board or body, pending or, to the knowledge of the
Issuer, threatened against or affecting the Issuer (or, to the knowledge of the Issuer, any
meritorious basis therefor) (i) attempting to limit, enjoin or otherwise restrict or prevent
the Issuer from issuing the Bond, (ii) contesting or questioning the existence of the Issuer
or the titles of the present officers of the Issuer to their offices or (iii) wherein an
unfavorable decision, ruling or finding would (A) adversely affect the enforceability of
the Resolution, the Bond or this Contract, or (B) materially adversely affect (1) the
financial condition or results of operations of the Issuer or (2) the transactions
contemplated by this Contract.
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(e) The Issuer is not in violation of the Act, its bylaws, or the laws or
Constitution of the State and is not in default under any existing court order,
administrative regulation, or other legal decree, or any agreement, indenture, mortgage,
lease, note or other instrument to which the Issuer is a party or by which it or its property
is bound.
(f) The Issuer, in issuing the Bond to finance the Projects, will be acting in
accordance with the public purpose expressed in the Act.
Section 2.2. Representations of the City.
The City represents as follows:
(a) The City is a municipal corporation duly created and organized under the
Constitution and laws of the State. Under the Constitution and laws of the State, the City
is authorized to (i) execute, deliver and perform its obligations under this Contract and
(ii) acquire, construct and equip the Projects. The City has duly authorized the
(i) execution, delivery and performance of this Contract and (ii) acquisition, construction
and equipping of the Projects. This Contract is a valid, binding and enforceable
obligation of the City.
(b) No approval or other action by any governmental authority or agency or
other person is required to be obtained by the City as of the date in connection with (i) the
execution, delivery and performance of its obligations under this Contract or (ii)
acquisition, construction and equipping of the Projects, except as shall have been
obtained and remain in full force and effect as of the date hereof.
(c) The (i) execution, delivery and performance of its obligations under this
Contract and (ii) acquisition, construction and equipping of the Projects do not violate its
Charter, the laws or Constitution of the State and do not constitute a breach of or a default
under any existing court order, administrative regulation, or other legal decree, or any
agreement, indenture, mortgage, lease, note or other instrument to which the City is a
party or by which it or its property is bound.
(d) There is no action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, public board or body, pending or, to the knowledge of the
City, threatened against or affecting the City (or, to the knowledge of the City, any
meritorious basis therefor) (i) attempting to limit, enjoin or otherwise restrict or prevent
the City from acquiring, constructing and equipping the Projects, (ii) contesting or
questioning the existence of the City or the titles of the present officers of the Board to
their offices or (iii) wherein an unfavorable decision, ruling or finding would
(A) adversely affect the enforceability of this Contract, or (B) materially adversely affect
(l) the financial condition or results of operations of the City or (2) the transactions
contemplated by this Contract.
(e) The City is not in violation of its Charter, the laws or the Constitution of
the State and is not in default under any existing court order, administrative regulation, or
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other legal decree, or any agreement, indenture, mortgage, lease, note or other instrument
to which the City is a party or by which it or its property is bound.
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ARTICLE III.
ISSUANCE OF THE BOND; ACQUISITION, PROJECTS,
AND EQUIPPING OF THE PROJECTS
Section 3.1. Agreement to Issue the Bond; Application of Bond Proceeds.
The Issuer agrees that it will issue the Bond. The proceeds from the sale of the
Bond shall be applied as provided in the Resolution, and the City hereby approves the issuance
of the Bond. The Issuer shall deliver a certified copy of the Resolution to the City promptly
upon adoption thereof.
Section 3.2. Agreement to Acquire, Construct and Equip the Projects.
The Issuer hereby appoints the City as its sole agent for purposes of acquiring,
constructing and equipping the Projects. Such appointment is irrevocable and is coupled with an
interest. The City hereby agrees that it will proceed with acquiring, constructing and equipping
the Projects. The City shall obtain or cause to be obtained all necessary approvals from any and
all governmental agencies requisite to undertaking the acquisition, construction and equipping of
the Projects. The Projects shall be acquired, constructed and equipped in compliance with all
federal, state and local laws, ordinances and regulations applicable thereto. The City will take or
cause to be taken such action and institute or cause to be instituted 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. Any amounts recovered by way of
damages, refunds, adjustments or otherwise in connection with the foregoing shall (a) if the City
has corrected at its own expense the matter which gave rise to such default or breach, be paid to
the City or (b) if the City has not corrected at its own expense the matter which gave rise to such
default or breach, be applied to the prepayment of the Bond or the Projects.
The City shall use its best efforts to cause the acquisition, construction and
equipping of the Projects 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 City excepted; but if
for any reason such acquisition, construction and equipping is not completed by any specified
date there shall be no resulting liability on the part of the City.
THE ISSUER DOES NOT MAKE ANY WARRANTY OR
REPRESENT A TION (EITHER EXPRESS OR IMPLIED) THAT THE PROCEEDS OF THE
BOND WILL BE SUFFICIENT TO PAY ALL THE COSTS OF THE PROJECTS AND THE
COSTS OF ISSUING THE BOND. The City shall pay any shortfalls.
The City shall prepare the Requisitions required by the Resolution.
The Projects shall be titled in the name of the City.
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Section 3.3. Establishment of Completion Date.
The Completion Date shall be evidenced by a certificate signed by a duly
authorized representative of the City stating that (a) the Projects have been completed and (b) all
costs of issuance have been paid.
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ARTICLE IV.
EFFECTIVE DATE OF THIS CONTRACT;
DURATION OF TERM; CONTRACT PAYMENT PROVISIONS
Section 4.1. Effective Date of this Contract; Duration of Term.
This Contract shall remain in full force and effect from the date hereof to and
including the later of (a) November 1,2029 or (b) the date the Bond and the fees and expenses of
the Issuer, the custodians and depositories, the Paying Agent, the Bond Registrar and the
Authenticating Agent shall have been fully paid or provision made for such payment, whichever
is later, but in no event later than 50 years from the date hereof.
Section 4.2. Contract Payments.
(a) The City agrees to pay to the Issuer (or its assignee or designee) amounts
sufficient to enable the Issuer to pay all amounts due and owing under the Bond, including, but
not limited to, the principal of and interest on the Bond, late charges and the prepayment fee (if
any), whether by maturity, prepayment, acceleration or otherwise. The Issuer has assigned the
Contract Payments to the owner of the Bond, and the City consents to such assignment. The
Issuer hereby directs the City to make the Contract Payments directly to the Sinking Fund
Custodian unless the Issuer, the City and the owner of the Bond shall provide otherwise pursuant
to Section 208 of the Resolution.
(b) The City will also pay the reasonable fees and expenses of all custodians
and depositories, the Paying Agent, Bond Registrar and Authenticating Agent and of their
successors and assigns as provided by Section 702 of the Resolution, such reasonable fees and
expenses to be paid directly to the party to whom the payment is due when such reasonable fees
and expenses become due and payable.
(c) In the event the City should fail to make any of the payments required in
this Section 4.2, the item or installment so in Default shall continue as an obligation of the City
until the amount in Default shall have been fully paid, and the City agrees to pay the same with
interest thereon at the rate borne by the Bond, to the extent permitted by law, from the date
thereof.
(d) The City shall have and is hereby granted the option to prepay from time
to time payments due under this Contract, but only in accordance with the provisions of the
Resolution, in amounts sufficient to payor cause to be paid the Bond in accordance with the
provisions of the Resolution.
Section 4.3. Obligations of the City Hereunder Unconditional.
The obligations of the City to make the payments required in Section 4.2 and
other sections hereof and to perform and observe the other agreements contained herein shall be
absolute and unconditional and shall not be subject to any defense or any right of setoff,
counterclaim or recoupment arising out of any breach by the Issuer of any obligation to the City,
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whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the
City by the Issuer. Until such time as the principal of and interest and prepayment premium (if
any) on the Bond shall have been fully paid or provision for the payment thereof shall have been
made in accordance with the Resolution, the City (a) will not suspend or discontinue any
payments provided for in Section 4.2 hereof, (b) will perform and observe all of its other
agreements contained in this Contract and (c) will not terminate the Contract for any cause,
including, without limiting the generality of the foregoing, the occurrence of any acts or
circumstances that may constitute failure of consideration, commercial frustration of purpose,
any change in the laws of the United States of America or of the State or any political
subdivision of either thereof or any failure of the Issuer to perform and observe any agreement,
whether express or implied, or any duty, liability or obligation arising out of or connected with
this Contract. Nothing contained in this Section shall be construed to release the Issuer from the
performance of any of the agreements on its part herein contained, and in the event the Issuer
should fail to perform any such agreement on its part, the City may institute such action against
the Issuer as the City may deem necessary to compel performance so long as such action does
not abrogate the obligations of the City contained in the first sentence of this Section.
Section 4.4. Levy for Contract Payments.
The City shall levy an annual tax on all taxable property located within the City
subject to such tax, within the 4.731 millage limitation currently in effect or at such higher rate
as may be authorized by future laws, in the amounts necessary to produce in each fiscal year
revenues sufficient to fulfill the City's obligations hereunder; provided, however, nothing herein
contained shall be construed as limiting the right of the City to pay its obligations hereunder
from other sources lawfully available for such purpose.
Section 4.5. Enforcement of Obligations.
The obligation of the City to make Contract Payments under this Article may be
enforced by (a) the Issuer, (b) the Holder of the Bond, independently of the Issuer, or (c) such
receiver or receivers as may be appointed pursuant to the Resolution or applicable law. The
covenants and agreements hereunder, including specifically the obligation to make the Contract
Payments, shall be enforceable by specific performance; it being acknowledged and agreed by
the Issuer and the City that no other remedy at law is adequate to protect the interests of the
parties hereto or the interests of the Bondholder.
Section 4.6. Appropriation Obligation.
In the event for any reason any Contract Payments are not made as provided in
Section 4.2, then the fiscal officers of the City are hereby authorized and directed to set up an
appropriation on their accounts, or other available funds, in such amounts as may be required to
pay the obligations which may be due and payable hereunder by the City. The amount of such
appropriation, or designation of funds, shall be due and payable and shall be expended for the
purpose of paying all obligations of the City hereunder. Such appropriation and/or payment
from available funds shall have the same legal status as if the City had included the amount in its
general revenue, appropriation and budgetary measures. The fiscal officers of the City shall
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make such Contract Payments directly to the owner of the Bond, if for any reason the payment of
such obligations shall not otherwise have been made.
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ARTICLE V.
SPECIAL COVENANTS
Section 5.1. Further Assurances and Corrective Instruments.
The Issuer and the City agree that they will, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered, such
supplements hereto and such further instruments as may reasonably be required for carrying out
the expressed intention of this Contract.
Section 5.2. Issuer and City Representatives.
Whenever under the provisions of this Contract the approval of the Issuer or the
City is required or the Issuer or the City is required to take some action at the request of the
other, such approval or such request shall be given for the Issuer by its designated representative
and for the City by its designated representative.
Section 5.3. City's Obligations in the Resolution.
The City agrees to perform all of its obligations (if any) under, and to comply
with all of the terms of, the Resolution.
Section 5.4. Financial Statements.
The City shall provide a copy of audited financial statements to the owner of the
Bond within 270 days of the end of each fiscal year.
Section 5.5. Provisions Respecting Insurance.
The City agrees to cause to be maintained all necessary insurance with respect to
the Projects in accordance with its customary insurance practices.
Section 5.6. Operation and Maintenance of the Projects.
The City agrees that, at all times during the term of this Contract (a) the City will
cause the Projects to be operated and maintained in good repair and in accordance herewith and
(b) the City will be responsible for maintaining and operating the Projects. Without limiting the
foregoing, the City agrees that it will maintain the Projects in an efficient and economical
manner, that it will at all times maintain the Projects in good repair and in sound operating
condition, that it will make all necessary repairs and replacements to the Projects, 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 Projects and its operation thereof.
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Section 5.7. Tax Covenants.
The Issuer and the City shall take all actions required to maintain the tax-exempt
status of the Bond and shall refrain from taking any actions that will adversely affect the tax
exempt status of the Bond.
Section 5.8. Release and Indemnification Covenants.
(a) To the extent permitted by law, the City hereby agrees to release the Issuer
from and to indemnify the Issuer for any and all liabilities and claims against the Issuer arising
from the conduct or management of the Projects, or from any work or thing done on or with
respect to the Projects, or the financing or refinancing of the Projects, including without
limitation, (i) any condition of the Projects, (ii) any breach or Default on the part of the City in
the performance of any of its obligations under this Contract, (iii) any act or negligence of the
City or of any of its agents, contractors, servants, employees or licensees, or (iv) any act or
negligence of any assignee or lessee of the City, or of any agents, contractors, servants,
employees or licensees of any assignee or lessee of the City or (v) any material statement or
omission by the City in connection with the sale of the Bond. Upon notice from the Issuer, the
City shall defend the Issuer in any such action or proceeding. In addition, to the extent permitted
by law, the City agrees to release the Sinking Fund Custodian, the Paying Agent, the
Authenticating Agent and the Bond Registrar and shall indemnify and hold them harmless
against any loss, liability or other expense incurred without gross negligence or bad faith on the
part of the Sinking Fund Custodian, the Paying Agent, the Authenticating Agent or the Bond
Registrar arising out of or in connection with the acceptance or administration of the duties of the
Sinking Fund Custodian, the Paying Agent, the Authenticating Agent or the Bond Registrar
under the Resolution, including the costs and expenses of defending against any such claim or
liability.
(b) Anyone or more of the parties indemnified in this Section 5.9 shall have
the right to employ separate counsel in any such action and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such parties unless the
employment of such counsel has been specifically authorized by the City.
(c) Notwithstanding the foregoing provisions of this Section 5.9, the City
shall not indemnify the Issuer, the Sinking Fund Custodian, the Paying Agent, the Authenticating
Agent or the Bond Registrar for any claim or loss arising as a result of the gross negligence or
willful misconduct of the Issuer, the Sinking Fund Custodian, the Paying Agent, the
Authenticating Agent or the Bond Registrar, or for any claim that the City is prohibited by law
from providing indemnification to such party.
(d) For purposes of this Section 5.9, all references to the Issuer, the Sinking
Fund Custodian, the Paying Agent, the Authenticating Agent and the Bond Registrar shall
include its present and future directors, officers, members, agent and employees.
(e) The provisions of this Section 5.9 shall survive the termination of this
Contract.
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ARTICLE VI.
EVENTS OF DEFAULT AND REMEDIES
Section 6.1. Events of Default Defined.
The following shall be "Events of Default" under this Contract and the tenns
"Event of Default" and "Default" shall mean, whenever they are used in this Contract, anyone or
more of the following events:
(a) Failure by the City to make the payments required to be paid under
Section 4.2 hereof.
(b) Failure by the City or the Issuer to observe and perfonn any covenant,
condition or agreement on its part to be observed or perfonned, other than as referred to
in subparagraph (a) of this Section 6.1, for a period of 30 days after written notice
specifying such failure and requesting that it be remedied is given to the defaulting party
by the nondefaulting party, unless the nondefaulting party shall agree in writing to an
extension of such time prior to its expiration; provided, however, if the failure stated in
the notice be such that it cannot be corrected within the applicable period, it shall not
constitute an Event of Default if corrective action is instituted by the defaulting party
within the applicable period and is being diligently pursued until the Default is corrected.
(c) Any representation or warranty made in this Contract shall be found
untrue.
(d) The occurrence of an Event of Default under the Resolution.
Section 6.2. Remedies on Default.
Whenever any Event of Default referred to in Section 6.1 hereof shall have
happened and be continuing, the nondefaulting party or the Bondholder may take anyone or
more of the following remedial steps:
(a) Any nondefaulting party or the Bondholder may seek the appointment of a
receiver for the Projects;
(b) Any non defaulting party or the Bondholder may take whatever action at
law or in equity may appear necessary or desirable to collect the Contract Payments then
due and thereafter to become due, or to enforce perfonnance and observance of any
obligation, agreement or covenant of the City or the Issuer under this Contract; and
(c) The Bondholder may exercise any remedies provided for in the
Resolution, or any other documents executed in connection therewith.
Any amounts collected pursuant to action taken under this Section 6.2 shall be
paid into the Sinking Fund and applied in accordance with the provisions of the Resolution.
13
Section 6.3. No Remedy Exclusive.
No remedy herein conferred upon or reserved to the Issuer is intended to be
exclusive of any other 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. 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 or power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle the Issuer to exercise any remedy reserved to it in this Article, it
shall not be necessary to give any notice, other than such notice as may be required in this
Article. The owner of the Bond, subject to the provisions of the Resolution, shall be entitled to
the benefit of all covenants and agreements herein contained.
Section 6.4. Agreement To Pay Attorneys' Fees and Expenses.
In the event the City should Default under any of the provisions of this Contract
and the Issuer or the Bondholder should employ attorneys or incur other expenses for the
collection of payments or the enforcement of performance or observance of any obligation or
agreement on the part of the City herein contained, the City agrees that it will on demand
therefor pay to the Issuer or the Bondholder the reasonable fee of such attorneys and such other
reasonable expenses so incurred by the Issuer or the Bondholder.
Section 6.5. No Additional Waiver Implied by One Waiver.
In the event any agreement contained in this Contract should be breached by
either party and thereafter waived by the other party, such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach hereunder.
14
ARTICLE VII.
MISCELLANEOUS
Section 7.1. Notices.
All notices, certificates or other communications hereunder shall be sufficiently
given and shall be deemed given when delivered or mailed by registered mail, postage prepaid,
addressed as follows: if to the Issuer, c/o City of Milton, 13000 Deerfield Parkway, Suite 107,
Milton, Georgia, 30004,: Attention Chairperson, if to the City, to City of Milton, 13000
Deerfield Parkway, Suite 107, Milton, Georgia, 30004, Attention: City Manager. The Issuer and
the City may, by written notice given hereunder, designate any further or different addresses to
which subsequent notices, certificates or other communications shall be sent.
Section 7.2. Binding Effect.
This Contract shall inure to the benefit of and shall be binding upon the Issuer, the
City, the owner of the Bond and their respective successors and assigns.
Section 7.3. 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 7.4. Amounts Remaining in Funds.
It is agreed by the parties hereto that any amounts remaining in any funds or
accounts created under the Resolution upon expiration or earlier termination of the Contract, as
provided in this Contract, after payment in full of the Bond (or provision for payment thereof
having been made in accordance with the provisions of the Resolution) and all other amounts
owing hereunder, shall belong to and be paid to the City.
Section 7.5. Amendments, Changes and Modifications.
This Contract may not be effectively amended, changed, modified, altered or
terminated except as provided in the Resolution.
Section 7.6. Execution in Counterparts.
This Contract may be simultaneously executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same instrument.
Section 7.7. Applicable Law.
This Contract shall be governed by and construed in accordance with the laws of
the State of Georgia.
15
Section 7.S. Captions.
The captions and headings in this Contract are for convenience only and in no
way define, limit or describe the scope or intent of any provisions or Sections of this Contract.
Section 7.9. No Personal Recourse.
No personal recourse shall be had for any claim based on this Contract against
any member, officer or employee of the Issuer or the City in his or her individual capacity.
16
IN WITNESS WHEREOF, the Issuer has caused this Contract to be executed in
its corporate name and with its corporate seal hereunto affixed and attested by its duly authorized
officials. The City has caused this Contract to be executed in its corporate name and with its
corporate seal hereunto affixed and attested by its duly authorized officials all of the above
occurred as of the date first above written.
CITY OF MILTON PUBLIC BUILDINGS AND
FACILITIES AUTHORITY
(SEAL)
By:________________________________
Chairperson
Attest:
By:____________
Secretary
(Intergovernmental Contract)
(SEAL)
Attest:
By:___________
Clerk
CITY OF MILTON, GEORGIA
By:________________
Mayor
(Intergovernmental Contract)
EXHIBIT B
POLICY WITH RESPECT TO TAX-EXEMPT DEBT
OF THE CITY OF MILTON, GEORGIA
OBJECTIVE
To comply with all applicable federal and state laws, rules and regulations related to the issuance
of tax-exempt debt (the "Debt").
SCOPE
This policy (the "Policy") applies to all Debt issued by or for the benefit of the City of Milton,
Georgia (the "City") and its related entities.
POLICY
The City shall comply with all federal and state laws, rules and regulations related to the
issuance of Debt.
RESPONSIBILITY
The City Treasurer shall be administratively responsible for the Policy. The City Treasurer shall
be responsible for reviewing the requirements and responsibilities of the City under the Policy
with bond counsel on or before the closing date of any Debt issued by the City.
DISSEMINATION AND TRAINING
The Policy shall be disseminated to all relevant personnel in the City and to the auditor.
The City Treasurer shall provide appropriate training to all personnel directly involved in the
administration of tax-exempt debt to ensure they comply with the provisions of the Policy. The
City Treasurer shall consult as appropriate with qualified attorneys with respect to the content of
such training.
REVIEW
The Policy shall be reviewed and revised annually by the City Treasurer and redistributed to all
relevant personnel in the City and to the auditor.
The City Treasurer shall annually conduct a due diligence review of all Debt currently
outstanding to ensure proper compliance with each of the provisions of the Policy. If City
Treasurer discovers non-compliance with any provisions of the Policy, steps necessary to correct
the noncompliance will be taken within ten (10) business days of the conclusion of the annual
due diligence review. Records of all corrective action taken shall be retained in accordance with
the Policy.
PROVISIONS
Record Keeping
All records relating to the Debt needed to comply with Section 6001 of the Internal Revenue
Code of 1986, as amended (the "Code") shall be maintained. These records shall be kept in
paper or electronic form and shall include, among other things, (i) basic records relating to the
transaction (including the bond documents, the opinion of bond counsel, etc.), (ii) documents
evidencing the expenditure of the proceeds of the Debt, (iii) documentation evidencing the use of
Debt-financed property by public and private entities (e .g., copies of management contracts,
leases and research agreements) and (iv) documentation pertaining to any investment of Debt
proceeds (including the purchase and sale of securities, SLG subscriptions, yield calculations for
each class of investments, actual investment income received from the investment of the
proceeds of the Debt, guaranteed investment contracts and rebate calculations. Such records
must be maintained as long as the Debt is outstanding, plus three years after the fmal payment or
redemption date of the respective Debt.
Use ofProceeds
A list of all property financed with the proceeds of the Debt shall be created and maintained.
The use of such property shall be monitored to ensure that such use does not constitute "private
business use" within the meaning of the Code. Without limiting the foregoing, each contract,
including but not limited to management contracts and leases, relating to such property shall be
reviewed by legal counsel prior to the execution of such contract. The list of property shall be
reviewed at least annually to ensure that none of the property has been sold.
Remedial Action
In the event that property financed with the proceeds of the Debt is used in a manner that
constitutes "private business use" or the property is sold, the remediation provisions of Treasury
Regulation § 1.141-12 shall be carried out in consultation with bond counsel.
Yield Restriction
If bond counsel advises that a fund or account needs to be yield restricted (i. e., not invested at a
yield in excess of the Debt), the moneys on deposit in such fund or account shall be invested in
United States Treasury Obligations -State and Local Government Series, appropriate "yield
reduction payments" shall be made if permitted by the Code or the City Treasurer shall establish
other procedures to ensure that such fund or account is yield restricted.
Rebate
At the time the Debt is issued, the City Treasurer shall determine if he or she reasonably expects
that one of the arbitrage rebate exceptions will be satisfied. If the arbitrage rebate exception
relates to the time period over which the proceeds of the Debt are spent, the City Treasurer shall
verify that the appropriate expenditures have been made at each milestone. If one of the
milestones is not satisfied or the City Treasurer does not reasonably expect that one of the
arbitrage rebate exceptions will be satisfied, an outside arbitrage rebate consultant shall be
retained unless the City Treasurer has determined that positive arbitrage will not be earned.
2
Continuing Disclosure
The City shall record and comply with any continuing disclosure undertaking entered into with
respect to Debt. The City Treasurer shall catalogue and determine any continuing disclosure
undertaking entered into by the City prior to the imposition of the Policy to ensure that its
continuing disclosure obligations will be updated and satisfied going forward.
The City Treasurer will implement appropriate procedures to ensure that annually recurring
disclosure obligations are timely fulfilled. Upon the occurrence of an event requiring the filing
of an events notice under any continuing disclosure obligation, the City Treasurer will ensure
such event notice is filed within ten (10) business days ofthe occurrence of such event.
3
CLERK'S CERTIFICATE
STATE OF GEORGIA
COUNTY OF FULTON
I, the undersigned Clerk of City of the Milton, Georgia (the "City") and keeper of
the records and seal thereof, DO HEREBY CERTIFY that the foregoing pages of typewritten
matter constitute a true and correct copy of the Resolution adopted by the Council of the City in
a meeting duly called and assembled on the 17th day of November, 2014, which meeting was
open to the public and at which a quorum was present and acting throughout, the original of
which Resolution has been duly recorded in the Minute Book of the City which is in my custody
and control.
WITNESS my official hand and seal of the City, this 17th day of November,
2014.
Sudie AM Gordon, City Clerk
(SEAL)
RESOLUTION OF CITY OF MILTON PUBLIC BUILDINGS AND
FACILITIES AUTHORITY PROVIDING FOR THE ISSUANCE OF A CITY
OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY
REVENUE BOND, SERIES 2014, IN THE PRINCIPAL FACE AMOUNT OF
$10,000,000; PROVIDING FOR THE CREATION OF CERTAIN FUNDS;
PROVIDING FOR THE CREATION OF REMEDIES OF THE HOLDER OF
THE REVENUE BOND ISSUED HEREUNDER; AUTHORIZING THE
EXECUTION OF AN INTERGOVERNMENTAL CONTRACT WITH THE
CITY OF MILTON, GEORGIA; AND FOR OTHER RELATED PURPOSES
Adopted on
November 17,2014
This document was prepared by:
Murray Barnes Finister LLP
3525 Piedmont Road
Building 5, Suite 515
Atlanta, GA 30305
(678) 999-0350
RESOLUTION
TABLE OF CONTENTS
(The Table of Contents for this Resolution is for convenience of reference only and is not
intended to define, limit or describe the scope or intent of any provisions of this Resolution.)
ARTICLE I. DEFINITIONS AND FINDINGS .................................................................. .... ........3
Section 101 . Definitions of Certain Terms ............................................................. .... .........3
Section 102. Rules of Construction . ........................................................ .................... ........4
Section 1 03. Findings ........................................................................................................... 5
ARTICLE II. AUTHORIZATION, FORM AND REGISTRATION OF THE
BOND ...................................................................................................................... 6
Section 20 l. Payment of Principal and Interest; Certificate of Validation
and Authentication; Execution of the Bond . ................................................. 6
Section 202. Registration of Bond; Persons Treated As Owners ........................................ 6
Section 203. Mutilated, Lost, Stolen or Destroyed Bond .................................................... 7
Section 204. Limited Obligation ........................ .................................................................. 7
Section 205. Creation and Superiority of Lien . ...................................................................7
Section 206. Authorization of the Bond . .... .........................................................................7
Section 207. Form of the Bond ............................................................................................8
Section 208. Home Office Payment Agreement. ................................................................. 8
ARTICLE III. PREPAYMENT OF THE BOND ............................................................................9
Section 301. Prepayment of Bond............................................................................ ...........9
Section 302. Notice of Prepayment. .................................................................................... 9
Section 303. Provision for Payment. ................................................ ................................. ...9
Section 304. Cancellation of Bond.................................................................................... 10
ARTICLE IV. APPLICATION OF BOND PROCEEDS; ADVANCES .................... ................. 11
Section 401. Application of Bond Proceeds ...................................................................... 11
Section 402. Advances of Bond Proceeds .................................................................... ..... 11
ARTICLE V. COMPLETION OF PROJECT ............................................................................... 12
Section 50 l. Completion of the Project. ............................................................................ 12
ARTICLE VI. CREATION OF SINKING FUND AND DISBURSEMENTS
THEREFROM ....................................................................................................... 13
Section 601. Creation of Sinking Fund; Payments Therefrom .......................................... 13
Section 602. Transfers from the Sinking Fund .................................................................. 13
Section 603. Investments of Sinking Fund Moneys ......... .... ............................................. 13
ARTICLE VII . DEPOSITORIES OF MONEYS AND SECURITIES FOR
DEPOSIT; DESIGNATION OF AUTHENTICATING AGENT,
PAYING AGENT AND BOND REGISTRAR ..................................................... 14
Section 701. Depositories and Custodians ......................................................................... 14
Section 702. Administrative Fees and Expenses ............................................................... 14
Section 703. Appointment of Authenticating Agent, Paying Agent and
Bond Registrar ............................................................................................. 15
Section 704. Employment of Attorneys, Agents, Etc ........................................................ 15
Section 705. Reliance on Documents ................................................................................ 15
Section 706. Evidence of Facts.......................................................................................... 15
Section 707. Release of Liability....................................................................................... 16
ARTICLE VIII. PARTICULAR COVENANTS AND FINDINGS ............................................. 17
Section 801. Payment of Bond........................................................................................... 17
Section 802. Books and Records ....................................................................................... 17
Section 803. Liens on the Funds ........................................................................................ 1 7
ARTICLE IX. DEFAULTS AND REMEDIES ............................................................................ 18
Section 901. Events of Default. ......................................................................................... 18
Section 902. Acceleration .................................................................................................. 18
Section 903. Other Remedies ............................................................................................. 19
Section 904. Abandorunent of Proceedings....................................................................... 19
Section 905. Non-Exclusivity of Remedies....................................................................... 19
Section 906. Delays ........................................................................................................... 19
ARTICLE X. DEFEASANCE; TERMINATION OF LIABILITY ..............................................20
Section 1001. Payment and Defeasance ............................................................................20
Section 1002. Termination of Liability.............................................................................. 20
ARTICLE XI. MISCELLANEOUS PROVISIONS ......................................................................21
Section 1101. Validation ....................................................................................................21
Section 1104. Modification, Alteration, Supplementation or Amendment
Section 1105. Modification, Alteration, Supplementation or Amendment
Section 1106. Payments Due on Saturdays, Sundays and Holidays; Late
Section 1110. No Individual Responsibility of Members and Officers of
Section 11 02. Severability .................................................................................................21
Section 1103. Resolution as a Contract. ............................................................................21
of Resolution...............................................................................................21
of Contract. .................................................................................................. 21
Payments........................................................................................... .......... 21
Section 1107. Applicable Provisions of Law..................................................................... 21
Section 1108. Repeal of Conflicting Resolutions ..............................................................22
Section 1109. Authorization of Contract. .......................................................................... 22
Issuer........................................................................................................... 22
Section 1111. General Authority ....................................................................................... 22
Section 1112. Sale of Bond................................................................................................22
Section 1113. Bank Qualified ............................................................................................22
Section 1114. Approval of Policy...................................................................................... 22
11
EXHIBIT A -Fonn of Revenue Bond
EXHIBIT B -Fonn of Contract
EXHIBIT C -Fonn of Requisition
EXHIBIT D -Policy With Respect to Tax-Exempt Debt
III
RESOLUTION OF CITY OF MILTON PUBLIC BUILDINGS AND
FACILITIES AUTHORITY PROVIDING FOR THE ISSUANCE OF A CITY
OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY
REVENUE BOND, SERIES 2014, IN THE PRINCIPAL FACE AMOUNT OF
$10,000,000; PROVIDING FOR THE CREATION OF CERTAIN FUNDS;
PROVIDING FOR THE CREATION OF REMEDIES OF THE HOLDER OF
THE REVENUE BOND ISSUED HEREUNDER; AUTHORIZING THE
EXECUTION OF AN INTERGOVERNMENTAL CONTRACT WITH THE
CITY OF MILTON, GEORGIA; AND FOR OTHER RELATED PURPOSES
WHEREAS, the City of Milton Public Buildings and Facilities Authority (the
"Issuer") was duly created and is validly existing pursuant to the City of Milton Public Buildings
and Facilities Authority Act (2007 Ga. L., p. 4264, et seq., as amended) (the "Act"); and
WHEREAS, pursuant to the Act, the Issuer has the power to (a) acquire,
construct, add to, extend, improve, equip, hold, operate, maintain, lease and dispose of "Projects"
(as defined in the Act); (b) execute contracts, leases, installment sale agreements and other
agreements and instruments necessary or convenient in connection with the acquisition,
construction, addition, extension, improvement, equipping, operation or maintenance of a
Project; and (c) borrow money for any of its corporate purposes and to issue revenue bonds, and
to provide for the payment of the same and for the rights of the holders thereof; and
WHEREAS, pursuant to its Charter and other laws of the State of Georgia, the
City of Milton, Georgia (the "City) has the power to provide parks and recreation facilities; and
WHEREAS, Article IX, Section III, Paragraph I(a) of the Constitution authorizes,
among other things, any county, municipality or other political subdivision of the State to
contract, for a period not exceeding fifty years, with another county, municipality or political
subdivision or with any other public agency, public corporation or public authority for joint
services, for the provision of services, or for the provision or separate use of facilities or
equipment, provided that such contract deals with activities, services or facilities which the
contracting parties are authorized by law to undertake or to provide; and
WHEREAS, the Issuer proposes to issue, sell and deliver its revenue bond to be
known as the "City of Milton Public Buildings and Facilities Authority Revenue Bond, Series
2014" in the principal face amount of$10,000,000 (the "Bond") for the purpose of financing the
expansion, improvement and equipping of Bell Memorial Park (the "Project") and the costs of
issuing the Bond; and
WHEREAS, the Issuer and the City propose to enter into an Intergovernmental
Contract, dated as of November 1, 2014 (the "Contract"), pursuant to which the Issuer will agree
to issue the Bond, and the City, in consideration of such services provided by the Issuer, will
agree to pay to the Issuer amounts sufficient to pay the debt service on the Bond; and
WHEREAS, the Issuer proposes to adopt policies and procedures relating to its
tax-exempt debt (the "Tax-Exempt Debt Policy").
NOW, THEREFORE, BE IT RESOLVED by CITY OF MILTON PUBLIC
BUILDINGS AND FACILITIES AUTHORlTY, and it is hereby resolved by authority of the
same, as follows:
2
ARTICLE I.
DEFINITIONS AND FINDINGS
Section 101. Definitions of Certain Terms.
In addition to the words and terms elsewhere defined in this Resolution (including
the preamble hereto), the following words and terms used in this Resolution shall have the
following meanings:
"Act" means the City of Milton Public Buildings and Facilities Authority Act
(2007 Ga. L., p. 4264, et seq., as amended).
"Authenticating Agent" means the City Treasurer or the financial institution at the
time serving as authenticating agent pursuant to Section 703 of this Resolution.
"Bond" means the Issuer's Revenue Bond, Series 2014, in the principal face
amount of $10,000,000, authorized to be issued pursuant to the terms of this Resolution.
"Bond Registrar" means the City Treasurer or the financial institution at the time
serving as bond registrar pursuant to Section 703 of this Resolution.
"City" means the City of Milton, Georgia, a municipal corporation of the State of
Georgia, and its successors and assigns.
"Contract" means the Intergovernmental Contract, dated as of November 1,2014,
between the Issuer and the City, and any amendments thereto.
"Contract Payments" means the moneys received by the Issuer from the City
pursuant to the Contract.
"Event of Default" shall mean the occurrence of an event of default as described
in Article IX.
"Government Obligations" means direct general obligations of the United States
of America or obligations which are unconditionally guaranteed by the United States of America,
in either case which are not callable except at the option of the holder thereof.
"Holder" means the registered owner of the Bond.
"Interest Payment Date" means the first day of each May 1 and November 1,
commencing May 1,2015.
"Issuer" means City of Milton Public Buildings and Facilities Authority, a public
body corporate and politic and a public corporation of the State of Georgia, and its successors
and assigns.
3
"Outstanding" means, with reference to the Bond, the Bond which has been
executed and delivered pursuant to this Resolution except:
(a) If the Bond has been cancelled because of payment or prepayment; and
(b) If funds or securities have been deposited with the Paying Agent in
accordance with Article X of this Resolution (whether upon or prior to the maturity or
prepayment date of the Bond), provided that if the Bond is to be prepaid prior to the
maturity thereof notice of such prepayment shall have been given or provision
satisfactory to such Paying Agent shall have been made therefor, or a waiver of such
notice, satisfactory in form to such Paying Agent shall have been filed with such Paying
Agent.
"Paying Agent" means the City Treasurer or the financial institution at the time
serving as paying agent for the Bond pursuant to Section 703 of this Resolution.
"Project" means the expansion, improvement and equipping of Bell Memorial
Park.
"Record Date" means with respect to any Interest Payment Date, the fifteenth
(15th) day ofthe calendar month next preceding such Interest Payment Date.
"Requisition" means a requisition and certificate substantially In the form
attached hereto as Exhibit C.
"Resolution" means this Resolution, including any amendments or supplements
hereto.
"Revenue Bond Law" means the Revenue Bond Law of the State of Georgia
(O.C.G.A. Section 36-82-60, et seq., as amended).
"Sinking Fund" means the fund created in Section 601 of this Resolution.
"Sinking Fund Custodian" means the financial institution at the time serving as
sinking fund custodian pursuant to Sections 601 and 701 of this Resolution.
Section 102. Rules of Construction.
Words of the masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders. Unless the context shall otherwise
indicate, the words "certificate," "owner," "holder," and "person" shall include the plural, as well
as the singular, number. The terms "herein," "hereby," "hereunder," "hereof," "hereinbefore,"
"hereinafter" and other equivalent words refer to this Resolution and not solely to the particular
portion hereof in which any such term is used.
The titles preceding each Section hereof are for convenience of reference only and
are not intended to define, limit or describe the scope or intent of any provisions of this
4
Resolution. Reference herein to an Article number or to a Section number should be construed
to be in reference to the designated Article number or Section number hereof unless the context
or use clearly indicates another or different meaning or intent.
Any terms defined in the Contract and not defined herein are hereby incorporated
herein by reference as if fully set forth in this Article.
Section 103. Findings.
The issuance of the Bond is hereby found and declared to be within the public
purposes intended to be served by the Issuer. The Project is hereby found and declared to be a
"project" within the meaning of the Act and self-liquidating.
5
ARTICLE II.
AUTHORIZATION, FORM AND REGISTRATION OF THE BOND
Section 201. Payment of Principal and Interest; Certificate of Validation and
Authentication; Execution of the Bond.
(a) The final payment of principal of the Bond is payable by the Paying Agent
upon presentation and surrender thereof at the principal corporate trust office (if any) of the
Paying Agent. Subject to Section 208, payments of interest on the Bond shall be payable by the
Paying Agent, by first class mail, mailed on the Interest Payment Date to the person in whose
name the Bond is registered on the books of the Bond Registrar at the close of business on any
Record Date notwithstanding any registration of transfer subsequent to such Record Date and
prior to the Interest Payment Date. The principal of and the interest on the Bond shall be payable
in lawful money ofthe United States of America.
(b) The Bond shall not be valid unless and until a certificate of validation
printed on or attached to the Bond shall have been executed by the manual or facsimile signature
of the clerk of the superior court where the Bond was validated. The Bond shall not be valid
unless a certificate of authentication printed on or attached to the Bond shall have been executed
by the manual or facsimile signature of the Authenticating Agent.
(c) The Bond shall be signed by the manual or facsimile signature of the
Chairperson or Vice Chairperson of the Issuer, and the corporate seal of the Issuer shall be
affixed to or printed on the Bond and attested by the manual or facsimile signature of the
Secretary or Assistant Secretary of the Issuer. In case any officer whose signature shall appear
on the Bond shall cease to be such officer before delivery of the Bond, such signatures shall
nevertheless be valid and sufficient for all purposes the same as if such officer had remained in
office until such delivery.
Section 202. Registration of Bond; Persons Treated As Owners.
The Bond Registrar shall keep the bond registration book of the Issuer for the
registration of the Bond and for the registration of transfers of the Bond as herein provided. The
transfer of the Bond shall be registered upon the bond registration book upon the surrender and
presentation of the Bond to the Bond Registrar duly endorsed for transfer or accompanied by an
assignment duly executed by the registered owner or attorney duly authorized in writing in such
form as shall be satisfactory to the Bond Registrar. Upon any such registration of transfer, the
Bond Registrar shall authenticate and deliver in exchange for such Bond so surrendered, a new
Bond registered in the name of the transf~ree. The Bond Registrar may make a charge for every
registration of transfer of the Bond sufficient to reimburse it for any tax or other governmental
charge required to be paid with respect to such registration of transfer, but no other charge shall
be made to the owner for the privilege of registering the transfer of Bond under this Resolution.
The registered owner of the Bond shall be treated as the owner of the Bond for all purposes
regardless of any actual knowledge to the contrary.
6
Section 203. Mutilated, Lost, Stolen or Destroyed Bond.
In case the Bond shall become mutilated or be destroyed, lost or stolen, the Issuer
may cause to be executed and delivered a new bond of like date, number and tenor in exchange
and substitution for and upon cancellation of such mutilated bond, or in lieu of and in
substitution for the Bond destroyed, lost or stolen, upon the owner paying the reasonable
expenses and charges of the Issuer in connection therewith and, in the case the Bond is
destroyed, lost or stolen, such owner's filing with the Issuer evidence satisfactory to the Issuer
that the Bond was destroyed, lost or stolen, and of such owner's ownership thereof, and
furnishing the Issuer with indemnity satisfactory to the Issuer; provided, however, if the Holder
of such destroyed or lost Bond has a minimum net worth of at least $25,000,000, such Holder's
own unsecured agreement of indemnity shall be deemed to be satisfactory, and no further
indemnity need be given.
Section 204. Limited Obligation.
The principal of, prepayment premium (if any) and interest on the Bond shall be
payable solely from moneys payable to the Issuer under the Contract, moneys held in the Sinking
Fund, and any other moneys or funds pledged therefor. The Bond shall not be deemed to
constitute a debt or obligation of the State of Georgia, the City or any political subdivision of the
State of Georgia. The Bond does not and shall not directly, indirectly or contingently obligate
the State of Georgia, the City or any political subdivision of the State of Georgia to levy or to
pledge any form of taxation whatever therefor or to make any appropriation for their payment.
Section 205. Creation and Superiority of Lien.
The Issuer hereby pledges and creates a lien on the Contract, the Contract
Payments and the moneys and securities on deposit in the Sinking Fund in favor of the owner of
the Bond, which shall be prior and superior to any permitted lien that may be hereafter created to
secure any obligations having as their security a lien on the Contract, the Contract Payments and
the moneys and securities on deposit in the Sinking Fund.
Section 206. Authorization of the Bond.
The Bond is hereby authorized to be issued. The Bond shall be designated the
"CITY OF MIL TON PUBLIC BUILDINGS AND FACILITIES AUTHORITY REVENUE
BOND, SERIES 2014," shall be issued as a single fully registered bond, shall be numbered R-1,
shall be dated the date of issuance and delivery thereof and shall mature on November 1,2029.
The Bond shall be issued in the principal face amount of $10,000,000 for the purpose of
financing the Project and the costs of issuing the Bond. The Holder has agreed to purchase the
Bond by making advances to the Issuer up to but not exceeding $10,000,000 in accordance with
the terms hereof (including particularly this Section 206 and Section 402 hereof). The Holder is
hereby authorized to make notation of all advances made on the Bond on the Schedule of
Advances attached to the Bond. Although the principal face amount of the Bond is $10,000,000,
the principal amount outstanding thereunder shall be the total of all such advances, less principal
repayments. No advances will be made after December 31, 2015, and the principal amount of
the Bond shall then be fixed. Each advance under the Bond shall bear interest at 2.80% per
7
annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the
date of such advance to the date the principal payment is received by the Holder. Interest on the
Bond shall be paid on each Interest Payment Date.
Section 207. Form of the Bond.
The Bond, the form of assignment, the form of authentication certificate and the
certificate of validation shall be in substantially in the form set forth in Exhibit A hereto, with
such variations, omissions and insertions as are required or permitted by this Resolution.
Section 208. Home Office Payment Agreement.
Notwithstanding any provision of this Resolution or of the Bond to the contrary,
the Issuer may enter into a home office payment agreement with the Holder of the Bond
providing for the making to the Holder of all payments of principal and prepayment premium (if
any) and interest on such Bond at a place and in a malU1er other than as provided in this
Resolution and in the Bond without presentation or surrender of the Bond upon such conditions
as shall be satisfactory to the Paying Agent. The Issuer will furnish to the Paying Agent a copy
of each such agreement and upon receipt of a copy of such agreement, the Paying Agent agrees
that payments of principal of and prepayment premium (if any) and interest on the Bond shall be
made in accordance with the provision thereof. The Paying Agent shall not be liable to the
Holder or to the Issuer for any act or omission to act on the part of the Issuer, or any agent of the
Issuer, in cOlU1ection with any such agreement. If a home office payment agreement is in effect,
the Issuer shall not be required to maintain the Sinking Fund.
8
ARTICLE III.
PREPAYMENT OF THE BOND
Section 301. Prepayment of Bond.
The Bond may be prepaid in whole or in part on any date at a prepayment price of
par, plus accrued interest. Partial prepayments shall be credited in any manner selected by the
City, except as described below.
The Bond shall be prepaid in the amounts and on the dates set forth below:
November 1 Amount
2016 $592,000
2017 608,000
2018 626,000
2019 643,000
2020 662,000
2021 681,000
2022 700,000
2023 720,000
2024 740,000
2025 761,000
2026 783,000
2027 805,000
2028 828,000
2029 851,000
In the event that less than $10,000,000 is advanced under the Bond, the
mandatory prepayments shall be credited in inverse order for the amount not advanced.
Section 302. Notice of Prepayment.
At least 10 days before the date upon which any optional prepayment is to be
made, a notice of intention so to prepay, designating the prepayment date and the amount of the
Bond to be prepaid, shall be mailed by first class mail, postage prepaid, to the registered owner
of the Bond at the address which appears in the books of registration hereinabove provided for.
The failure to mail any such notice, the failure to receive such notice or any defect therein shall
not affect the validity of the proceedings for such prepayment or cause the interest to accrue on
the principal amount of the Bond so designated for prepayment after the prepayment date.
Section 303. Provision for Payment.
Notice having been given in the manner and under the conditions hereinabove
provided, the Bond or the portion thereof designated for prepayment shall on the prepayment
date designated in such notice become and be due and payable at the prepayment price
9
hereinabove specified, and from and after the date of prepayment so designated, unless default
shall be made in the payment of the Bond, interest on the Bond or portion thereof so designated
for prepayment shall cease to accrue.
Section 304. Cancellation of Bond.
If the Bond is paid, purchased or prepaid in full , either at or before maturity, it
shall be delivered to the Bond Registrar when such payment, purchase or prepayment is made,
and the Bond shall thereupon be cancelled and shall not be reissued. If the Bond is so cancelled,
it shall be destroyed in accordance with the prevailing practice of the Issuer and a permanent
record of such destruction shall be kept by the Bond Registrar.
10
ARTICLE IV.
APPLICA TION OF BOND PROCEEDS; ADVANCES
Section 401. Application of Bond Proceeds.
The proceeds derived from the sale of the Bond shall be used to finance the costs
of the Project and the costs of issuing the Bond.
Section 402. Advances of Bond Proceeds.
The Holder is authorized and directed to make advances under the Bond by
making payments to the City upon receipt of a Requisition duly executed by the City. Each such
advance shall be deemed to constitute the issuance of the Issuer's debt obligation, which debt
shall be evidenced by the Bond (the principal amount of which shall be deemed to be increased
to the total of all such advances, less any principal repayments). By its acceptance of the Bond,
the Holder agrees to enter on the Schedule of Advances attached to the Bond the infonnation
indicated with respect to such advance. By each Requisition, the Issuer and the City shall be
deemed to have reaffirmed, as of the date thereof, the Tax and Non-Arbitrage Certificate
delivered in connection with the issuance of the Bond and all of the representations, warranties
and covenants contained in this Resolution and the Contract. No advance shall be made under
this Resolution unless on the date at the advance (a) all representations, warranties and covenants
contained in the Tax and Non-Arbitrage Certificate, the Contract and this Resolution are true and
correct and (b) no event has occurred or would result from such advance that constitutes an
Event of Default but for the requirement that notice be given or time elapse. Furthennore, no
advance shall be made by the Holder under this Resolution after December 31, 2015.
11
ARTICLE V.
COMPLETION OF PROJECT
Section 501. Completion of the Project.
When the costs of the Project and the costs of issuing the Bond have been paid,
said fact shall be evidenced to the Holder by a certificate to such effect signed by a duly
authorized representative of the City specifying the date of completion in accordance with
Section 3.3 of the Contract.
12
ARTICLE VI.
CREATION OF SINKING FUND
AND DISBURSEMENTS THEREFROM
Section 601. Creation of Sinking Fund; Payments Therefrom.
There is hereby created a special trust fund to be designated as the "City of Milton
Public Buildings and Facilities Authority Sinking Fund" (the "Sinking Fund") to be maintained
by the Sinking Fund Custodian. The moneys in the Sinking Fund are hereby pledged for the
benefit of the Holder to the payment of amounts due on the Bond. The Issuer shall not be
required to designate a Sinking Fund Custodian as long as a home office payment agreement has
been executed in accordance with Section 208 of this Resolution.
Subject to Section 208 of this Resolution, moneys payable from the City pursuant
to the Contract relating to debt service on the Bond shall be paid directly to the Sinking Fund
Custodian and deposited into the Sinking Fund for the account of the Issuer in accordance with
the terms of the Contract and this Resolution.
Subject to the tenns and conditions set forth in this Resolution, moneys in the
Sinking Fund shall be disbursed as follows: Moneys in the Sinking Fund shall be used for (a) the
payment of the principal of, prepayment premium (if any) and interest on the Bond as the same
falls due, (b) the prepayment of Bond prior to maturity at the price and under the conditions
provided therefor in this Resolution, (c) the purchase price of Bond in the open market and
(d) the payment of the necessary charges of the Paying Agent, the Authenticating Agent, the
Bond Registrar and the custodians and depositories for the funds and accounts established
hereunder.
Section 602. Transfers from the Sinking Fund.
The Issuer covenants and agrees that all transfers from the Sinking Fund, and all
payments from said fund into another fund, or to other sources shall be made by checks signed
by the proper Custodian or by bank wire.
Section 603. Investments of Sinking Fund Moneys.
Moneys in the Sinking Fund not immediately required to be paid out in
accordance with Section 601 hereof shall be invested by the Sinking Fund Custodian in such
Government Obligations as directed by the City in writing. Any such securities so purchased
shall be held by the Sinking Fund Custodian in trust until paid at maturity or sold, and all income
therefrom shall be immediately deposited to the credit of the Sinking Fund. The moneys in the
Sinking Fund and all securities held in and for the Sinking Fund and all income and increments
therefrom are hereby pledged to and charged with the payment of the principal of, prepayment
premium (if any) and interest on the Bond.
13
ARTICLE VII.
DEPOSITORIES OF MONEYS AND SECURITIES FOR
DEPOSIT; DESIGNATION OF AUTHENTICATING AGENT,
PAYING AGENT AND BOND REGISTRAR
Section 701. Depositories and Custodians.
All moneys on deposit in the Sinking Fund shall constitute trust funds to be
applied in accordance with the terms and for the purposes as set forth in this Resolution and shall
not be subject to lien or attachment by any creditor of the Issuer or the City.
No moneys belonging to any of the funds created hereunder shall be deposited or
remain on deposit with any depository or custodian in an amount in excess of the amount
guaranteed or insured by the Federal Deposit Insurance Corporation or other federal agency,
unless such institution shall have pledged for the benefit of the Issuer and the Holder as collateral
security for the moneys deposited, obligations of the type or types in which the depository or
custodian is permitted to directly invest the moneys of the particular fund as hereinabove
provided, and having a market value (exclusive of accrued interest) at least equal to the amount
of such deposits.
The Issuer may, from time to time, designate a successor custodian or depository
of any of the Funds created hereunder; provided such custodian or depository complies with all
of the provisions of this Article. In the event any custodian or depository shall resign or fail to
perform its duties hereunder, the Issuer shall appoint a new custodian or depository for such
fund.
In the event the Sinking Fund Custodian and the Paying Agent is the same bank
or person acting in both capacities, then the Sinking Fund Custodian shall, without any further
direction on the part of or any further authorization from the Issuer, use, invest and disburse the
moneys in the Sinking Fund as required by this Resolution. If the Sinking Fund Custodian and
the Paying Agent are not the same bank or person, the Sinking Fund Custodian shall transfer to
the Paying Agent from moneys held in the Sinking Fund, in inunediately available funds,
moneys in amounts and at or before such times as shall be required to pay the principal of,
prepayment premium (if any) and interest on the Bond as and when the same are payable.
Section 702. Administrative Fees and Expenses.
The City shall pay to the custodians and depositories appointed in accordance
with the terms of this Resolution, and to their successors and assigns, and to the Paying Agent,
Bond Registrar and Authenticating Agent and to their respective successors and assigns from
time to time, as the same are due and payable their reasonable fees and reasonable expenses for
serving under this Resolution.
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Section 703. Appointment of Authenticating Agent, Paying Agent and Bond
Registrar.
The City Treasurer is hereby designated as the Authenticating Agent, Paying
Agent and Bond Registrar. The Issuer may, from time to time, designate a successor
Authenticating Agent, Paying Agent or Bond Registrar. In the event the Authenticating Agent,
the Paying Agent or the Bond Registrar shall resign or fail to perform its duties hereunder, the
Issuer shall appoint a new Authenticating Agent, Paying Agent or Bond Registrar, as
appropriate.
Section 704. Employment of Attorneys, Agents, Etc.
The Sinking Fund Custodian, Authentication Agent, Paying Agent and Bond
Registrar may execute any of the powers hereof and perform any of their duties by or through
attorneys, agents, receivers or employees, but shall not be answerable for the conduct of the same
if appointed with due care, and shall be entitled to advice of counsel concerning their duties
hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents,
receivers and employees as may reasonably be employed in connection with the exercise of
powers hereunder. The Sinking Fund Custodian, Authentication Agent, Paying Agent and Bond
Registrar may act upon the opinion or advice of any attorney (who may be the attorney or
attorneys for the Issuer) selected by the Sinking Fund Custodian, Authentication Agent, Paying
Agent, and Bond Registrar in the exercise of reasonable care. The Sinking Fund Custodian,
Authentication Agent, Paying Agent, and Bond Registrar shall not be responsible for any loss or
damage resulting from any action or inaction taken or not taken, as the case may be, in good faith
in reliance upon such opinion or advice.
Section 705. Reliance on Documents.
The Sinking Fund Custodian, Authentication Agent, Paying Agent, and Bond
Registrar shall be protected in acting upon any notice, request, consent, certificate, order,
affidavit, letter, telegram or other paper or document believed in good faith to be genuine and
correct and to have been signed or sent by the proper person or persons.
Section 706. Evidence of Facts.
As to the existence or nonexistence of any fact or as to the sufficiency or validity
of any instrument, paper or proceeding, the Sinking Fund Custodian, Authentication Agent,
Paying Agent, and Bond Registrar shall be entitled to rely upon a certificate signed by a
representative of the Issuer or the City as sufficient evidence of the facts therein contained and
prior to the occurrence of an Event of Default, shall also be at liberty to accept a similar
certificate to the effect that any particular dealing, transaction or action is necessary or expedient,
but may at its discretion secure such further evidence deemed by it to be necessary or advisable,
but shall in no case be bound to secure the same. The Sinking Fund Custodian, Authentication
Agent, Paying Agent, and Bond Registrar may accept a certificate of such officials of the Issuer
who executed the Bond (or their successors in office) to the effect that a resolution in the form
therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has
been duly adopted and is in full force and effect.
15
Section 707. Release of Liability.
The Issuer hereby releases the Sinking Fund Custodian, Authentication Agent,
Paying Agent, and Bond Registrar and covenants not sue any of them for any loss or damage
suffered or caused directly or indirectly by the Sinking Fund Custodian, Authentication Agent,
Paying Agent, and Bond Registrar or their agents or employees and arising out of or related to
the performance of the duties of the Sinking Fund Custodian, Authentication Agent, Paying
Agent, and Bond Registrar under this Resolution even if it is alleged that the Sinking Fund
Custodian, Authentication Agent, Paying Agent, and Bond Registrar was negligent; provided,
however, that this release and covenant not to sue shall not cover acts of gross negligence or
willful misconduct.
16
ARTICLE VIII.
P ARTICULAR COVENANTS AND FINDINGS
Section 801. Payment of Bond.
The Issuer covenants that it will promptly pay the principal of and interest on the
Bond at the place, on the dates and in the manner herein, and in the Bond specified, and any
premium required for the prepayment of the Bond, according to the true intent and meaning
thereof. The principal, interest, prepayment premium (if any) are payable solely out of
(a) moneys in the Sinking Fund and (b) money received pursuant to the Contract pursuant to the
provisions of this Resolution.
Section 802. Books and Records.
The Issuer agrees that it will keep the funds and accounts created hereunder
separate from all other funds and accounts of the Issuer. Such records and accounts shall be
open to the inspection of the Holder and the City at reasonable times and upon reasonable
request.
Section 803. Liens on the Funds.
The Issuer has not created and shall not create any other lien on the Contract, the
Contract Payments or the moneys or securities on deposit in the Sinking Fund.
17
ARTICLE IX.
DEFAULTS AND REMEDIES
Section 901. Events of Default.
An "Event of Default" shall mean the occurrence of anyone or more of the
following events:
(a) payment of any installment of principal or premium, if any, on the Bond
shall not be made when the same shall become due and payable, and such failure shall
continue for a period of 10 days after written notice, specifying such failure and requiring
same to be remedied, shall have been given to the Issuer and the City by the owner of the
Bond;
(b) payment of any installment of interest on the Bond shall not be made
when the same become due and payable, and such failure shall continue for a period of
10 days after written notice, specifying such failure and requiring same to be remedied,
shall have been given to the Issuer and the City by the owner of the Bond;
(c) an order or decree shall be entered, with the consent or acquiescence of the
Issuer, appointing a receiver, or receivers, of the Issuer, or any proceedings shall be
instituted, with the consent or acquiescence of the Issuer, for the purpose of effecting a
composition between the Issuer and its creditors, pursuant to any federal or state statute
now or hereafter enacted, or if such order or decree, having been entered without the
consent and acquiescence of the Issuer, shall not be vacated or discharged or stayed on
appeal within 60 days after entry thereof, or if such proceeding, having been instituted
with the consent or acquiescence of the Issuer, shall not be withdrawn, or any orders
entered shall not be vacated, discharged or stayed on appeal within 60 days after the
institution of such proceedings, or the entry of such orders;
(d) the Issuer shall fail to duly and punctually perform any other of the
covenants, conditions, agreements or provisions contained in the Bond or in this
Resolution, on the part of the Issuer to be performed, and such failure shall continue for a
period of 60 days after written notice, specifying such failure and requiring the same to
be remedied, shall have been given to the Issuer by the owner of the Bond; or
(e) an Event of Default shall occur under the Contract.
Section 902. Acceleration.
Upon the happening and continuance of an Event of Default in Section 901(c), the
Holder may, by a notice in writing to the Issuer, declare the principal of the Bond then
Outstanding (if not then due and payable) and all other amounts payable under the Bond to be
due and payable immediately, and upon such declaration, the same shall become and be
immediately due and payable, anything in the Bond or herein contained to the contrary
notwithstanding; provided, however, that if at any time after the principal of the Bond shall have
18
been so declared to be due and payable, all arrears of interest, if any, upon the Bond then
Outstanding and all other obligations secured hereby, except the principal and interest of the
Bond not then due by its terms, shall have been paid, or shall have been provided for by deposit
with the Paying Agent of a sum sufficient to pay the same, and every other default in the
observance or performance of any covenant, condition or agreement in the Bond, or herein
contained, shall be made good, or provisions therefor satisfactory to such Holder shall have been
made, then and in every such case the Holder may, by written notice to the Issuer, rescind and
annul such declaration and its consequences, but no such rescission or annulment shall extend to,
or affect, any subsequent default or impair any right consequent thereto.
Section 903. Other Remedies.
Upon the happening and continuance of any Event of Default, then and in every
such case the Holder may proceed to protect and enforce its rights hereunder by a suit, action or
special proceeding in equity or at law for the specific performance of any covenant or agreement
contained herein or in the Contract or in aid or execution of any power herein granted, or for the
enforcement of any proper legal or equitable remedy as the Holder shall deem most effectual to
protect and enforce the rights aforesaid, insofar as such may be authorized by law.
Section 904. Abandonment of Proceedings.
In case any proceeding taken by the Holder on account of any Event of Default
shall have been discontinued or abandoned for any reason, or shall have been determined
adversely to the Holder, then and in every such case the Issuer and the Holder shall be restored to
their former positions and rights hereunder, respectively, and all rights, remedies, power and
duties of the Holder shall continue as though no such proceedings had been taken.
Section 905. Non-Exclusivity of Remedies.
No remedy herein conferred upon the Holder is intended to be exclusive of any
other remedy, or remedies, and each and every such remedy shall be cumulative, and shall be in
addition to every other remedy given hereunder or now or hereafter existing at law or in equity,
or by statute.
Section 906. Delays.
No delay or omission of any Holder to exercise any right or power accruing upon
any Event of Default occurring and continuing, as aforesaid, shall impair any Event of Default or
be construed as an acquiescence therein; and every power and remedy given by this Article to
the Holder may be exercised from time to time and as often as may be deemed expedient.
19
ARTICLE X.
DEFEASANCE; TERMINATION OF LIABILITY
Section 1001. Payment and Defeasance.
If (a) the Issuer shall payor cause to be paid to the Holder the principal of and the
interest and the prepayment premium (if any) to become due on the Bond at the times and in the
manner stipulated therein and herein, (b) all fees, charges and expenses of the Paying Agent,
Authenticating Agent, Bond Registrar, depositories and custodians shall have been paid or
provision for such payment has been made, and (c) the Issuer shall keep, perfonn and observe all
of its agreements in the Bond and herein expressed as to be kept, perfonned and observed by it
or on its part, then these presents and the rights hereby granted shall cease, detennine and be
discharged.
The Bond shall be deemed to be paid within the meaning of this Resolution if
there shall have been irrevocably deposited with the Paying Agent in a special escrow account
moneys or Government Obligations having such maturities and interest payment dates and
bearing such interest, which, in the opinion of an independent certified public accounting fmn of
national reputation, without any reinvestment thereof or of the interest thereon, will produce
moneys sufficient (as evidenced by an opinion or report of an independent certified public
accountant or finn thereof) to pay the same when they become due (whether upon or prior to the
stated maturity or the prepayment date of the Bond); provided, however, that if the Bond is to be
prepaid prior to its stated maturity, notice of such prepayment shall have been duly given as
provided herein or irrevocable arrangements satisfactory to the Paying Agent shall have been
made for the giving thereof. Any such deposit is subject to Section 6.8 of the Contract. In the
event the Issuer shall have made a deposit of moneys or Government Obligations, the Issuer shall
retain the right to substitute Government Obligations for those previously pledged provided that
such Government Obligations will provide sufficient moneys in a timely fashion (without any
reinvestment as described above) to make the required payments of principal and interest on the
Bond, and the Issuer shall receive at the time of such substitution an opinion of a finn of
recognized bond attorneys to the effect that such substitution will not adversely affect the status
of interest on the Bond as being excludable from gross income for federal income tax purposes
under the Code.
Section 1002. Termination of Liability.
If the Issuer shall detennine that it is desirable to tenninate the rights and liens
hereunder of the Holder (pursuant to a refunding or otherwise) and shall cause the Bond to be
deemed to be paid, then the Bond shall thereafter have no right or lien under this Resolution
other than the right to receive payment from said special fund and the same shall not be
considered to be Outstanding hereunder for any purpose.
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ARTICLE XI.
MISCELLANEOUS PROVISIONS
Section 1101. Validation.
The validation of the Bond and the execution of the pleadings in connection
therewith are hereby ratified and approved.
Section 1102. Severability.
In case anyone or more of the provisions of this Resolution, or the Bond, shall for
any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other
provision of this Resolution, or the Bond, but this Resolution and the Bond shall be construed
and enforced as if such illegal or invalid provisions had not been contained therein.
Section 1103. Resolution as a Contract.
The provisions of this Resolution shall constitute a contract by and between the
Issuer and the Holder.
Section 1104. Modification, Alteration, Supplementation or Amendment of
Resolution.
The Issuer may not modify, amend, supplement or alter this Resolution without
the consent of the Holder.
Section 1105. Modification, Alteration, Supplementation or Amendment of
Contract.
The Issuer may not modify, amend, supplement or alter the Contract without the
consent of the Holder.
Section 1106. Payments Due on Saturdays, Sundays and Holidays; Late
Payments.
In any case where the date of payment of the principal of or interest on the Bond
or the date fixed for prepayment of the Bond shall be in the city of payment a Saturday, Sunday
or a legal holiday or a day on which banking institutes are authorized by law to close, then
payment of such principal or interest need not be made on such date but may be made on the
next succeeding business date with the same force and effect as if made on the date of stated
payment date; provided, however, interest shall accrue until the moneys are received by the
Holder.
Section 1107. Applicable Provisions of Law.
This Resolution shall be governed by and construed and enforced in accordance
with the laws of the State of Georgia.
21
Section 1108. Repeal of Conflicting Resolutions.
Any and all ordinances and resolutions, or parts of ordinances or resolutions, if
any, in conflict with this Resolution are hereby repealed, and this Resolution shall be in full force
and effect from and after its adoption.
Section 1109. Authorization of Contract.
The execution, delivery and performance of the Contract are hereby authorized.
The Contract shall be in substantially the form attached hereto as Exhibit B, with such changes,
insertions or omissions as may be approved by the Chairperson or Vice Chairperson of the Issuer
and the execution and delivery by the Issuer of the Contract as hereby authorized shall be
conclusive evidence of the approval of any such changes, omissions or insertions.
Section 1110. No Individual Responsibility of Members and Officers of
Issuer.
No stipulations, obligations or agreements of any member or of any officer of the
Issuer shall be deemed to be stipulations, obligations or agreements of any such member or
officer in his or her individual capacity.
Section 1111. General Authority.
The Issuer is hereby authorized to execute and deliver other documents,
including, but not limited to the Bond, and certificates necessary to effectuate the transactions
contemplated by this Resolution. All actions heretofore taken and all documents heretofore
executed in connection with the issuance of the Bond are hereby ratifIed and approved.
Section 1112. Sale of Bond.
The sale of the Bond to Ameris Bank is hereby authorized.
Section 1113. Bank Qualified.
The Bond is hereby designated as a "qualified tax-exempt obligation" within the
meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
Section 1114. Approval of Policy.
The Policy attached hereto as Exhibit D is hereby approved.
22
Adopted and approved this 17th day of November, 2014.
CITY OF MILTON PUBLIC BUILDINGS AND
FACILITIES AUTHORITY
(SEAL)
By:________________ATTEST:
Chairperson
Secretary
23
EXHIBIT A
(FORM OF THE BOND)
No.: R-l $10,000,000
STATE OF GEORGIA
CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORlTY
REVENUE BOND
SERlES 2014
MA TURlTY DATE: BOND DATE: INTEREST RATE:
November 1, 2029 November 20, 2014 2.80%
FOR VALUE RECEIVED, the City of Milton Public Buildings and Facilities
Authority, a public body corporate and politic duly created and validly existing under the
Constitution and the laws of the State of Georgia (the "Issuer"), hereby promises to pay, in
lawful money of the United States of America, solely from the special funds provided therefor,
as hereinafter set forth, to the registered owner hereof, (a) the sum of the amounts advanced
under this bond in accordance with the provisions of the Resolution (hereinafter defined) as
shown on the Schedule of Advances attached hereto, which amounts advanced shall not exceed
the principal amount set forth above and (b) interest thereon at the rates set forth above
(computed on the basis of a 360-day year comprised of twelve 30-day months). Interest on this
bond shall be paid on each May 1 and November 1 (each such date, an "Interest Payment Date"),
commencing May 1, 2015. Unless prepaid prior to maturity, this bond shall mature on the
maturity date set forth above.
The final payment of principal of this bond is payable by the Paying Agent upon
presentation and surrender thereof at the principal corporate trust office (if any) of the Paying
Agent. Subject to the provisions of a home office payment agreement, payments of interest on
this bond shall be payable by the Paying Agent, by first class mail, mailed on the Interest
Payment Date to the person in whose name this bond is registered on the books of the Bond
Registrar at the close of business on the fifteenth day of the calendar month next proceeding each
Interest Payment Date (a "Record Date") notwithstanding any registration of transfer subsequent
to such Record Date and prior to the Interest Payment Date.
This bond is issued for the purpose of financing the expansion, renovation and
equipping of Bell Memorial Park and the costs of issuing this bond. This bond is issued under
the authority of the Constitution and laws of the State of Georgia and pursuant to a resolution of
the Issuer adopted on November 17, 2014 (the "Resolution"). Reference to the Resolution is
hereby made for a complete description of the funds charged with, and pledged to, the payment
of the principal of and the interest on this bond, the nature and extent of the security therefor, a
statement of rights, duties and obligations of the Issuer, and the rights of the owners of this bond,
to all the provisions of which the owner hereof, by the acceptance of this bond, assents.
This bond shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Resolution until this bond shall have been authenticated and
registered upon the bond registration book of the Issuer kept for that purpose by the Bond
Registrar, which authentication and registration shall be evidenced by the execution by the
manual signature of a duly authorized signatory of the Authenticating Agent of the certificate
hereon.
This bond may be registered as transferred only upon the registration books kept
for that purpose at the principal corporate trust office of the Bond Registrar by the registered
owner hereof in person, or by his or her attorney duly authorized in writing, upon presentation
and surrender to the Bond Registrar of this bond duly endorsed for registration of transfer or
accompanied by an assigrunent duly executed by the registered owner or his or her attorney duly
authorized in writing, and thereupon a new registered bond shall be issued to the transferee in
exchange therefor, subject to the conditions and upon payment of charges, if any, provided in the
Resolution.
Under the terms of an Intergoverrunental Contract, dated as of November 1, 2014
(the "Contract"), the City of Milton, Georgia (the "City") has agreed to pay to the Issuer moneys
sufficient to provide for the payment of the principal of and interest and prepayment premium (if
any) on this bond as the same shall become due and payable and to levy an ad valorem property
tax, limited to 4.731 mills (or such higher rate as may be authorized by future laws), on all
property in the City subject to such tax in order to make such payments. The payments under the
Contract have been assigned and pledged to the holder hereof as security for this bond. The
Issuer has directed the City to make such payments directly to the holder hereof.
This bond may be prepaid in whole or in part on any date at a prepayment price of
par, plus accrued interest. Partial prepayments shall be credited in any manner selected by the
City, except as described below.
2
This bond shall be prepaid in the amounts and on the dates set forth below:
November 1 Amount
2016 $592,000
2017 608,000
2018 626,000
2019 643,000
2020 662,000
2021 681,000
2022 700,000
2023 720,000
2024 740,000
2025 761,000
2026 783,000
2027 805,000
2028 828,000
2029 851,000
In the event that less than $10,000,000 is advanced under the Bond, the
mandatory prepayments shall be credited in inverse order for the amount not advanced.
At least 10 days before the date upon which any optional prepayment is to be
made, a notice of intention so to prepay, designating the prepayment date and the amount of this
bond to be prepaid, shall be mailed by first class mail, postage prepaid, to the registered owner of
this bond at the address which appears in the books of registration hereinabove provided for.
The failure to mail any such notice, the failure to receive such notice or any defect therein shall
not affect the validity of the proceedings for such prepayment or cause the interest to accrue on
the principal amount of this bond so designated for prepayment after the prepayment date.
This bond shall not be payable from, or a charge upon, any funds other than the
moneys pledged to the payment thereof, and is payable solely from the payments received by the
Issuer pursuant to the Contract. This bond shall not constitute a debt of the State of Georgia or
any political subdivision or municipality thereof, including the City, within the meaning of any
Constitutional or statutory provision. No holder of this bond shall ever have the right to compel
the exercise of the taxing power of the State of Georgia or the City to pay the same, or the
interest thereon, or to enforce payment thereof against any property of the State of Georgia or the
City, except as provided in the Contract.
It is hereby recited and certified that all acts, conditions and things required to be
done precedent to and in the issuance of this bond have been done, have happened and have been
performed in due and legal form as required by law, and that provision has been made for the
allocation from the Contract payments of amounts necessary and sufficient to pay the
installments of principal and interest on this bond as the same become due and payable and that
the funds are irrevocably allocated and pledged for the payment of this bond and the interest
thereon.
3
IN WITNESS WHEREOF, the Issuer has caused this bond to be signed by its
Chairperson and its corporate seal to be hereunto affixed and attested by its Secretary as of the
20th day of November, 2014.
CITY OF MILTON PUBLIC BUILDINGS AND
FACILITIES AUTHORITY
By:_________________________________
Chairperson
(SEAL)
Attest:
Secretary
* * * *
4
SCHEDULE OF ADVANCES
Certificate of Amount of
Requisition No . Advance Date Advance Signature
5
CERTIFICATE OF VALIDATION
STATE OF GEORGIA
COUNTY OF FULTON
The undersigned Clerk of the Superior Court of Fulton County, State of Georgia,
keeper of the records and seal thereof, DOES HEREBY CERTIFY that this bond was continued
and validated by judgment of the Superior Court of Fulton County, Georgia, on the 9th day of
June, 2014, that no intervention or objection was tiled opposing the validation of said bond and
that no appeal of said judgment of validation has been taken.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Superior Court of Fulton County, Georgia.
Clerk, Superior Court
Fulton County, Georgia
(SEAL)
* * * *
6
CERTIFICATE OF REGISTRATION
The principal of and interest on this bond are payable by the Secretary of the
Issuer as Bond Registrar directly to the registered owner by mail at the address shown below, or,
as otherwise directed in writing to the Secretary of the Issuer by the registered owner. No
transfer hereof shall be effectual unless made on the books of the Bond Registrar by the
registered owner, or his attorney, and noted hereon.
DATE OF NAME AND ADDRESS
REGISTRA TION OF REGISTERED OWNER BOND REGISTRAR
November 20,2014 Ameris Bank
1201 West Peachtree Street NW
One Atlantic Center, Suite 3150
--------~---------------Atlanta, GA 30309 City Treasurer
7
AUTHENTICATION CERTIFICATE
The above bond is the Bond described in the within-mentioned Resolution, and is
hereby authenticated as of the date shown below.
CITY TREASURER, as Authenticating Agent
By:________________
Stacey Inglis
Date of Authentication: November 20, 2014
(END OF BOND FORM)
8
EXHIBIT B
FORM OF INTERGOVERNMENTAL CONTRACT
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EXHIBIT C
FORM OF REQUISITION
Ameris Bank
1201 West Peachtree Street NW
One Atlantic Center, Suite 3150
Atlanta, GA 30309
Attention: F. Michael Tesler
Re: Direction to Make Advances on the City of Milton Public Buildings and Facilities
Authority Revenue Bond, Series 2014
To the Addressee:
Pursuant to the resolution of City of Milton Public Buildings and Facilities
Authority adopted on November 17, 2014 (the "Resolution"), you are hereby directed to advance
the amount set forth below for the purposes described below:
1. This is requisition number ___
3. The name and address of the person, firm or corporation to whom the
disbursement is due is as follows:
4. The amount to be disbursed is $
5. The purpose of the payment is as follows:
6. In connection herewith, the undersigned hereby certifies as follows:
a. That an obligation in the stated amount has been incurred, that the
same is a proper charge and has not been paid, and that the bill or statement of
account for such obligation is attached hereto;
b. That no notice of any vendors, mechanic's or other liens or rights
to liens, chattel mortgages, conditional sales contracts or any security interest,
which should be satisfied or discharged before such payment has been made;
c. That insofar as such obligation was incurred for work, materials,
supplies or equipment in connection with the undertaking, such work was actually
performed, or such materials, supplies or equipment were actually installed in or
about the construction or delivered at the site of the work for that purpose.
Dated this ___ day of ______________
CITY OF MILTON, GEORGIA
By:_________________
Authorized City Representative
2
EXHIBIT D
POLICY WITH RESPECT TO TAX-EXEMPT DEBT OF THE
CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY
OBJECTIVE
To comply with all applicable federal laws, rules and regulations related to the issuance of tax
exempt debt (the "Debt").
SCOPE
This policy (the "Policy") applies to all Debt issued by the City of Milton Public Buildings and
Facilities Authority (the "Authority") for the benefit of the City of Milton, Georgia (the "City").
In the event that the Authority is authorized by law to issue Debt for the benefit of any other
entities (together with the City, the "Beneficiaries").
POLICY
The Authority shall require all Beneficiaries to adopt written policies and procedures for
complying with all federal and state laws, rules and regulations related to the issuance of Debt.
Such policies and procedures must be acceptable to the Authority.
RESPONSIBILITY
The Chairperson (the "Chairperson") of the Authority shall be administratively responsible for
the Policy.
DISSEMINATION AND TRAINING
The Policy shall be disseminated to all relevant Authority personnel and to the Authority's
auditor. The Chairperson shall provide appropriate training to all relevant Authority personnel to
ensure they comply with the provisions of the Policy. The Chairperson shall consult as
appropriate with qualified attorneys with respect to the content of such training.
REVIEW
The Policy shall be reviewed from time to time and, if necessary, revised by the Chairperson.
After any revision, the Chairperson shall redistribute the Policy to all relevant Authority
personnel and the auditor.
SECRETARY'S CERTIFICATE
STATE OF GEORGIA
COUNTY OF FULTON
I, the undersigned Secretary of City of Milton Public Buildings and Facilities
Authority (the "Issuer") and keeper of the records and seal thereof, DO HEREBY CERTIFY that
the foregoing pages of typewritten matter constitute a true and correct copy of the Resolution
adopted by the Issuer in a meeting duly called and assembled on the 1 i h day of November, 2014,
which meeting was open to the public and at which a quorum was presenting and acting
throughout, the original of which Resolution has been duly recorded in the Minute Book of the
Issuer which is in my custody and control.
WITNESS my official hand and seal of the Issuer, this 1 i h day of November,
2014.
Secretary
(SEAL)