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HomeMy WebLinkAboutResolution of City of Milton Public Buildings and Facilities Authority Revenue Bond Series 2014RESOLUTION 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 0 • RESOLUTION (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 Section103. Findings...........................................................................................................5 ARTICLE Il. AUTHORIZATION, FORM AND REGISTRATION OF THE BOND......................................................................................................................6 Section 201. 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 501. 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 i 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 BondRegistrar.............................................................................................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........................................................................................17 ARTICLE IX. DEFAULTS AND REMEDIES............................................................................18 Section 901. Events of Default ................... Section 902. Acceleration ........................... Section 903. Other Remedies ...................... Section 904. Abandonment of Proceedings. Section 905. Non -Exclusivity of Remedies. Section 906. Delays .................................... ....................................................................18 ....................................................................18 ....................................................................19 ....................................................................19 ....................................................................19 ....................................................................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 Section1101. Validation....................................................................................................21 Section 1102. Severability.................................................................................................21 Section 1103. Resolution as a Contract.............................................................................21 Section 1104. Modification, Alteration, Supplementation or Amendment ofResolution...............................................................................................21 Section 1105. Modification, Alteration, Supplementation or Amendment ofContract...................................................................................................21 Section 1106. Payments Due on Saturdays, Sundays and Holidays; Late Payments.....................................................................................................21 Section 1107. Applicable Provisions of Law.....................................................................21 Section 1108. Repeal of Conflicting Resolutions..............................................................22 Section 1109. Authorization of Contract...........................................................................22 Section 1110. No Individual Responsibility of Members and Officers of Issuer...........................................................................................................22 11 Section 1111. General Authority .......................................................................................22 Section1112. Sale of Bond................................................................................................22 Section 1113. Bank Qualified............................................................................................22 Section 1114. Approval of Policy......................................................................................22 EXHIBIT A — Form of Revenue Bond EXHIBIT B — Form of Contract EXHIBIT C — Form of Requisition EXHIBIT D — Policy With Respect to Tax -Exempt Debt iii 0 • 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"). • L` NOW, THEREFORE, BE IT RESOLVED by CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY, and it is hereby resolved by authority of the same, as follows: 2 0 • I�Wra0asA 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 0 • "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 of the 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 .19 11 • 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. • 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 of the 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 transferee. 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. I 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 MILTON 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 manner 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 connection 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 0j 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. APPLICATION 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 information 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. Furthermore, 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 terms 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 immediately 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. 14 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 • 0 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 • 0 ARTICLE VIII. PARTICULAR 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 any one 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. IM 0 • ARTICLE X. DEFEASANCE; TERMINATION OF LIABILITY Section 1001. Payment and Defeasance. If (a) the Issuer shall pay or 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, perform and observe all of its agreements in the Bond and herein expressed as to be kept, performed and observed by it or on its part, then these presents and the rights hereby granted shall cease, determine 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 firm 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 firm 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 firm 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 determine that it is desirable to terminate 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. 20 0 • 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 any one 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 (SEAL) ATTEST: Secretary 0 • Adopted and approved this 17`h day of November, 2014 CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY By: Chairperson 23 No.: R-1 (FORM OF THE BOND) STATE OF GEORGIA $10,000,000 CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY REVENUE BOND SERIES 2014 MATURITY 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 assignment 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 Intergovernmental 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 • C 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. 0 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. (SEAL) Attest: Secretary CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY Chairperson 4 SCHEDULE OF ADVANCES Certificate of Amount of Requisition No. Advance Date Advance Si n� ature 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 confirmed and validated by judgment of the Superior Court of Fulton County, Georgia, on the 9`h day of June, 2014, that no intervention or objection was filed 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. (SEAL) Clerk, Superior Court Fulton County, Georgia 31 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 REGISTRATION OF REGISTERED OWNER November 20, 2014 Ameris Bank 1201 West Peachtree Street NW One Atlantic Center, Suite 3150 Atlanta, GA 30309 7 BOND REGISTRAR City Treasurer • • 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 Stacey Inglis Date of Authentication: November 20, 2014 (END OF BOND FORM) 8 0 • Exhibit B CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY AND CITY OF MILTON, GEORGIA INTERGOVERNMENTAL CONTRACT Dated as of November 1, 2014 The rights and interest of City of Milton Public Buildings and Facilities Authority in this Intergovernmental 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 • INTERGOVERNMENTAL CONTRACT TABLE OF CONTENTS (This Table of Contents is not a part of the Intergovernmental Contract and is only for convenience of reference.) ARTICLE I. DEFINITIONS...........................................................................................................2 ARTICLE II. REPRESENTATIONS..............................................................................................3 Section 2.1. Representations of Issuer.............................................................................3 Section 2.2. Representations of the 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.......................................................................................I 1 Section 5.1. Further Assurances and Corrective Instruments........................................1 l Section 5.2. Issuer and City Representatives.................................................................11 Section 5.3. City's Obligations in the Resolution..........................................................1 I Section 5.4. Financial Statements..................................................................................11 Section 5.5. Provisions Respecting Insurance...............................................................11 Section 5.6. Operation and Maintenance of the Projects...............................................11 Section5.7. 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 i • ARTICLE VII. MISCELLANEOUS.............................................................................................15 Section7.1. Notices.......................................................................................................15 Section 7.2. Binding Effect............................................................................................15 Section7.3. Severability................................................................................................15 Section 7.4. Amounts Remaining in Funds...................................................................15 Section 7.5. Amendments, Changes and Modifications................................................15 Section 7.6. Execution in Counterparts..........................................................................15 Section 7.7. Applicable Law..........................................................................................15 Section7.8. Captions.....................................................................................................16 Section 7.9. No Personal Recourse................................................................................16 ii 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"). WITNESSETH: 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 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 0 All capitalized, undefined terms 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. "Term" means the duration of this Contract as specified in Section 4.1 hereof. 2 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 perform its obligations thereunder, (ii) issue, execute, deliver and perform its obligations under the Bond and (iii) execute, deliver and perform 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 performance of its obligations under the Bond and (ii) the execution, delivery and performance of its obligations under this Contract. The Resolution, the Bond and this Contract are valid, binding and enforceable obligations of the 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 performance of its obligations thereunder, (ii) issuance, execution, delivery and performance of its obligations under the Bond or (iii) execution, delivery and performance 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 performance of its obligations thereunder, the issuance, execution, delivery and performance of its obligations under the Bond, the execution, delivery and performance 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. k, (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 (1) 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 4 • 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. • 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 REPRESENTATION (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. C1 0 • 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. 7 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 pay or 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, 8 0 • 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 Z 0 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. 10 • 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. 11 0 • 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) Any one 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. Contract. (e) The provisions of this Section 5.9 shall survive the termination of this 12 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 terms "Event of Default" and "Default" shall mean, whenever they are used in this Contract, any one 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 perform any covenant, condition or agreement on its part to be observed or performed, 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. untrue. (c) Any representation or warranty made in this Contract shall be found (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 any one 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 nondefaulting 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 performance 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 7.8. 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. Il • 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. (SEAL) Attest: Secretary CITY OF MILTON PUBLIC BUILDINGS AND FACILITIES AUTHORITY Chairperson (Intergovernmental Contract) (SEAL) Attest: Clerk CITY OF MILTON, GEORGIA .0 Mayor (Intergovernmental Contract) 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; • C7 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 Authorized City Representative OA • 1 W1140110.10801 • 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.