May 25, 1989 Council Meeting
May 25, 1989
A special called meeting of Mayor and Coullcil was held May 25, 1989 at Smyrna
City Hall. The meeting was called to order at 7:30 o'clock p.m. by presiding
officer Mayor A. Max Bacon. All council members were present except for Bob
Betenbaugh and Bob Davis. Also present was City Attorney Charles E. Camp,
City Administrator John Patterson, City Clerk Melinda Dameron and Gordon
Mortin with Lex Jolley & Company.
Mayor Bacon stated the purpose of the meeting was to adopt the resolution
approving the 1989 Series Water and Sewerage Revenue Refunding Bonds totaling
$3,510,000. Gordon Mortin stated the purpose of the bond issue was to refund
the outstanding amount of $2,900,000 on the 1984 Series Bonds maturing July
1, 1996.
Jim Hawkins made a motion the ordinance be approved to provide for the
payment of the Series 1984 Water and Sewerage Revenue Bonds in the aggregate
principal amount of $2,900,000 through for the issuance of Water and Sewerage
Revenue Refunding Bonds, Series 1989 in the amount of $3,510,000. Bill
Scoggins seconded the motion which carried 5-0.
siness, meeting adjourned at 8:00 p.m.
JAMES M. HAWKINS, WARD 4
KATHY BROOKS JORDAN, WARD
BOB
AN ORDINANCE TO PROVIDE FOR THE ACQUISITION BY REDEMPTION
AND PAYMENT OF CERTAIN CITY OF SMYRNA WATER AND SEWERAGE
REVENU 984 HERETOFORE ISSUED AND NOW
EGATE PRINCIPAL AMOUNT OF $2,900,000; TO
E OF WATER AND SEWERAGE REVENUE
989, PURSUANT TO AND IN CONFORMITY
OCTOBER 4, 1984 AND AN ORDINANCE
PROVIDE FUNDS TO BE APPLIED TOWARD
DERTAKING NOW CONTEMPLATED; TO
APPLICABLE TERMS, PROVISIONS, COVENANTS
ORDINANCES OF OCTOBER 4, 1984 AND
IDE FOR THE ADOPTION OF RATES AND THE
GES FOR THE SERVICES, FACILITIES AND
ED BY THE WATER AND SEWERAGE SYSTEM OF
OVIDE FOR THE CREATION AND MAINTENANCE
IDE REMEDIES FOR THE OWNERS OF SAID
OTHER PURPOSES:
WHEREAS, and by virtue of the authority of the
"Revenue Bond Tit~e 36, Chapter 82, Article 3 of the
Official Code Annotated, as amended) the City of
Smyrna, 0 body" as defined in said Revenue Bond
Law (her mes referred to as "City") is authorized
to acquir n, payment or otherwise all or any part
its outst er and sewerage revenue obligations, to
own and operat r and sewerage system and to maintain
s water and age system, as added to, extended, improved
a equipped, for s own use, and for the use of the public
and to prescribe and revise rates, and to collect fees and
charg he services, facilities and commodities furnished
by s now existent and as same is hereafter added
to, oved and equipped, and in anticipation of the
collection nues from said system to issue revenue bonds
o be applied toward the cost of acquiring
er and sewerage revenue obligations and
cessary to accomplish the foregoing; and
of Smyrna has heretofore authorized,
n ordinance adopted October 4, 1984, the
y issued and delivered $4,375,000 prin-
er and Sewerage Revenue Bonds, Series
1984 (hereinafter sometimes referred to
), in the form of fully registered bonds
red from R-l upwards, bearing interest
per annum set forth below opposite each
~ interest payable January 1, 1985 and
er on the 1st days of January and July in
incipal maturing on the 1st day of July,
amounts, as follows:
1990
1991
1992
1993
nt
$ ,000
$ 95,000
$lOO,OOO
$llO,OOO
,000
000
$ 000
$l50,000
$l65,000
7. %
7.25%
7.50%
7.75%
8.00%
8.25%
8.50%
8.75%
9.00%
Year
1994
1995
1996
1997
1998
1999
2000
2004
Amount
$ 180,000
$ 195,000
$ 2l5,000
$ 235,000
$ 255,000
$ 285,000
$ 3l0,000
$l,600,000
Rate
9.20%
9.40%
9.60%
9.75%
9.90%
lO.OO%
10.10%
10.375%
of which said Series 1984 Bonds there is now outstanding
$3,980,000 principal amount thereof, being bonds maturing in
the years 1989 to 2000, inclusive and in the year 2004; and
Series 1984 Bonds have as security for the
the interest thereon a first or prior lien
of the water and sewerage system, remaining
the reasonable and necessary costs of
ing said system and provision was made in
4, 1984 whereby, from time to time
ms and conditions, additional bonds
as to lien on the revenues of the water
i passu with said Series 1984 Bonds; and
WHEREAS, as additional security for the payment of the
Series 1984 Bonds, the City has obtained a Municipal Bond
Guaranty Insurance Policy from the Municipal Bond Insurance
Association (hereinafter sometimes referred to as "MBIA"); and
adopted August 4, 1986, has authorized the issuance of, and
ally issued and delivered $1,500,000 principal amount of
Water a ewerage Revenue Bonds, Series 1986 (hereinafter
times r r to as "Series 1986 Bonds"), dated July 1,
, beari from date at the rate per annum set
forth below ach principal maturity, all interest
payable se on the 1st days of January and July in
each year, principal maturing on the 1st day of July,
in the years ounts, as follows:
Rate Year Amount Rate
$50,0 5.00% 1996 $ 80,000 7.00%
$55,0 5.40% 1997 $ 90,000 7.10%
$55 00 5.70% 1998 $ 95,000 7.20%
$60 6.00% 1999 $100,000 7.30%
$65 6.25% 2000 $110,000 7.40%
$65 6.50% 2001 $115,000 7.40%
$70 6.70% 2004 $410,000 7.50%
$80,000 6.90%
-2-
Series 1986 bonds there is now outstanding
'ncipal amount thereof, being bonds maturing in
o 2001, inclusive, and in the year 2004, and
Bonds rank on a parity as to lien on the net
with the lien securing the payment of
; and
the has obtained Municipal Bond Guaranty
cy f the Municipal d Insurance Association
securi y for the payment of said Series 1986
investment banking firm of Lex Jolley & Co.,
a (hereinafter sometimes referred to as
irm") has recommended to the City that,
conditions and in order to achieve
savings, the City should advance refund
Series 1984 Bonds maturing on and after
outstanding in the principal amount of
er sometimes red to as "Refunded
practicabl 1 date, and the Mayor
of Smyrna, after an independent
, has determined that the refunding of
foresaid is in the best interest of the
; and
been determined that the refunding of the
standing should be accomplished by making
for the redemption on July 1, 1995 of
ate principal amount of said Series 1984
after July 1, 1996 and to pay all
effect the refunding of all of said
are now and will be on hand in the special
ordinance of October 4, 1984 and
yrna Water and Sewerage System Sinking
times referred to as "Sinking Fund") and
account maintained therein and
vice Account" the sum of $147,303.75,
awn, simultaneously with the issuance
hereinafter authorized to be issued,
and applied toward the cost of refunding
and
Section 8 of Article V of said
4, 1984, as ratified, reaffirmed,
d in Section 16 of said ordinance of
additional revenue bonds or obligations
ime to time, ranking as to lien on the
pari passu with said Series 1984 Bonds
, upon meeting certain terms and
are, in part, as follows:
-3-
"(a) The payments covenan be made into the
Smyrna Water and Sewerage S Fund" created in
2 of Section Article said ordinance of
4, 198 , as the has bee and extended by
of nance, as the have been
n any proceedings authorizing the
nal parity bonds, must be currently
t as required and said "Debt Service
ce Reserve Account" held within said
at their proper respective balances.
net earnings of the system for a period of
e months out of the eighteen (18)
ceding the month of adoption of the
g the issuance of such additional bonds
to at least one and twenty-hundredths
mum debt service requirement for any
nd year on the Series 1984 Bonds, the
yother issue or issues of parity bonds
ng and on the bonds proposed to be
the foregoing formula, if a new schedule
for the services, facilities and
the system shall have been adopted and
nized firm of Certified Public
that had this new rate schedule been
iod described above the net earnings of
en equal to at least one and twenty-
the maximum debt service requirement
ing fund year on the Series 1984 Bonds,
nd any parity bonds therewith then
bonds pr d to be issued. Net
e of this rovision shall be construed
s of the system remaining after the
uired or permitted to be paid to operate
em pursuant to the provisions of
2 of Article IV of said ordinance of
but before provision for depreciation.
(c) An independent and recognized firm of Certified
Public Accountant shall certify in triplicate to the governing
body of the City t the requirements of Paragraph (a) above
being complied w th and that the requirements of Paragraph
above have A copy of the certificate of the
ified Publi tants all be furnished to the
signated re ive of ginal purchasers of the
ries 2984 Bonds and the Series 986 Bonds."; and
WHEREAS,
and August 4,
untants ha
it has c
Paragraph (a) and
equired by said ordinances of October 4, 1984
recognized firm of Certified Public
ified to the governing body of the City
and is complying with the requirements of
has met the requirements of Paragraph (b) as
-4-
set th above and a py of said certificate has been
fur hed to the desi ted representative of the original
purchasers of said Series 1984 Bonds and Series 1986 Bonds; and
of a
1989
should
is so issued,
the City has made an application for the issuance
bond insurance policy with respect to the Series
einafter authorized to be issued and provision
to print a statement of insurance, if a policy
on the back of the Series 1989 Bonds; and
WHEREAS,
WHEREAS, the City has received and accepted the offer of
Lex Jolley & Co., Inc., Atlanta, Georgia, to purchase the
510,000 ncipal amount of Series 1989 Bonds hereinafter
horized issued at a price of $3,467,880, plus accrued
interest to d elivery, and the sale of said Series 1989
Bonds at that ill provide the City with moneys
fi to f nance the cost of the overall undertaking now
ont d; and
he proceeds derived from the sale of the
Series reinafter authorized to be issued and funds
to be ity a sufficient sum will be deposited,
simult issuance and delivery of said bonds,
with the Bank, Atlanta, Georgia, the Paying Agent
Bank for said Seri 984 Bonds, and will be used to pay the
cost of ring certain direct obligations of the United
State of ica (hereinafter referred to as "direct
obligations") and to rovide an initial cash balance, which
direct ob. tions said cash will be deposited in trust
w said as Escrow Agent under an Escrow Deposit
Agr ent be entered into by and between the Bank and the
City of S na, and the initial cash balance and the principal
of and th ncome ived from said direct obligations, will
provide f t amounts required to refund all of said
Refunded as aforesaid and will be used for that purpose,
all as hereinafter provided; and
f
P
1
upon provision having been duly and legally made
ition of said Refunded Bonds by redemption and
1, 00 aggregate principal amount of Series
n anding and maturing on and prior to
fter sometimes referred to as "Outstanding
) and the $1,450,000 aggregate principal
986 Bonds then outstanding will be the only
ing revenue bonds of the City having as
payment thereof and interest thereon a lien
eVenues of the City's water and sewerage
ty has been and is now complying and will
y in all respects with the applicable terms,
provisions of said ordinances of October 4, 1984
1986; and
-5-
WHEREAS, prior to the actual issuance and delivery of the
1989 Bonds hereinafter authorized to be issued, the City
na will enter i 0 a contract with Bank South, N.A.,
, Georgia t to which the Bank will agree to act
g Agen and as Bond Registrar for the bonds
t authorized to be issued and to form various
re to the bonds, includ g, but not limited
ic of the bonds of this ssue by the manual
du horized officer of the Bank, as Bond
tion, transfer, exchange and related
functions, as well as the preparation,
of checks and drafts in payment of the
rest on the Series 1989 Bonds as same
le; and
ity of Smyrna has entered into a contract,
, with the Cobb County-Marietta Water
referred to as "Authority") and said
tly amended on February 23, 1957,
Authority has agreed to sell and deliver
City and the City has agreed to purchase
r the price and under the terms and
in said contract, as amended, and the cost
ed by the City of Smyrna constitutes an
qually with the other costs of
the City's water and sewerage system,
said contract, dated April 2, 1952, and
said amendment, dated February 23,
nd of record in the permanent records of
of the City of Smyrna kept in the office
ty and said contract and amendment
ated herein and made a part hereof; and
ty of Smyrna has entered into an Agreement,
with Cobb County (hereinafter referred to
to which the County has agreed to provide
disposal services for the City's
with and under the terms and
erein, and the cost of such sewage
n operating charge ranking equally with
rating and maintaining the City's water
a duplicate original of said Agreement,
, being on file f record in the
the Mayor and '1 of the City of
ffice of the Clerk of said City and said
rence thereto, is incorporated herein
hereof.
it ordained by the Mayor and council of
it is hereby ordained by authority of
,000 princi nt of City of
Revenue Bo ds, Series 1984, maturing
inclusive, and in the year 2004, be
-6-
the same are her called for redemption on July 1, 1995,
the owners of sai ies 1984 Bonds should present same
payment on July 1, , and receive the principal amount
ereof, per centum (2%) call premium and all interest
then due to July 1, 1995.
ORDAINED by the authority aforesaid and it
authority of the same, that notice of
aining to the ,900,000 principal
984 Bonds signed by the Mayor and
rk of the City of Smyrna shall be given to
Atlanta, Georgia, and a copy of said notice
ge prepaid, at least thirty (30) days
995 redemption date, to all registered
1984 Bonds to be redeemed whose addresses
books of registration provided therefor,
in substantially the following form:
-7-
NOTICE OF CALL FOR REDEMPTION
CITY OF SMYRNA, (GEORGIA)
WATER AND SEWERAGE REVENUE BONDS,
SERIES 1984
given to the owners of the following
werage Revenue Bonds of the City of
said bonds have been called for
uly 1, 1995, said bonds being in the aggregate
rincipal amount of $2,900,000 known as "City of Smyrna Water
nd Sewerage Revenue Bonds, Series 1984", dated October 1,
1984, bearing interest from date at the rate per annum set
forth below opposite each principal maturity, all interest
payable January 1, 1985 and semi-annually thereafter on the 1st
days of January and July in each year, and the principal
maturing on the 1st day of July, in the years and amounts, as
follows:
Y r
1
1997
1998
Rate
9.60%
9.75%
9.90%
Year
1999
2000
2004
Amount
$ 285,000
$ 310,000
$1,600,000
Rate
10.00%
10.10%
10.375%
$ ,000
$235,000
$255,000
Funds for the redemption and payment of said bonds and the
interest then due thereon to July 1, 1995 and the required 2%
remium will be available at Trust Company Bank, Atlanta,
gia, on July 1, 1995, and said above described bonds should
be presented to said bank for redemption and payment on said
date. Interest on the above described bonds designated for
redemption shall cease to accrue after the redemption date.
This notice is given under and pursuant to an ordinance of
the Mayor and Council of the City of Smyrna adopted on the _
day of May, 1989.
Mayor, City of Smyrna, Georgia
Attest:
(S E A L)
-8-
BE
is her
Smyrna
(herei
Trust
said R
issuan
ORDAINED by the authority aforesaid and it
ned by author of the same, that the City of
to that certai Escrow Deposit Agreement
ferred to as "Escrow Deposit Agreement") with
, Atlanta, Georgia, the paying Agent Bank for
, as Escrow Agent, on the date of the
f the Series 1989 Bonds herein
, and said Escrow osit Agreement be
approved and the r be and is hereby
to execute said Escrow Deposit
half of the City and the Clerk of the
thorized and directed to attest same
official seal of the City of Smyrna and
Agreement shall be in substantially
e and of record in the Minute Book of
the City of Smyrna and by this
scrow Deposit Agreement is incorporated
hereof, subject to such changes,
ns as may be required to effect the
Bonds as aforesaid and as same may
and the execution of said Escrow
officers of the City as herein
lusive evidence of any such approval.
INED by the authority aforesaid and it
uthority of the same, that
issuance and delivery of the Series
rized to be issued, the sum of
d in the special account designated as
held within the "City of Smyrna
Sinking Fund" shall be withdrawn
trust with Trust Company Bank, as
crow sit Agreement, as an initial
so depos d with the Escrow Agent
a lien and charge in favor of the owners of
ds and shall be held for the security of such
bursed as hereinafter and in said Escrow
t provided.
ORDAINED by the authority aforesaid and it
uthority of same, that simultaneously
elivery of the ies 1989 Bonds herein
, the sum of $ 1,869.96 or such other
ry, derived from the sale of said
1 be deposited with Trust Company Bank,
id Escrow Deposit Agreement, and
the cost of acquiring certain direct
d States of America which shall be
said Bank as Escrow Agent under said
and to pay certain expenses incident
Refunded Bonds. The direct
with said Escrow Agent and the income
obligations shall be subject to a lien
-9-
Interest
$147,303.75
$147,303.75
$147,303.75
$147,303.75
$147,303.75
$147,303.75
$147,303.75
$147,303.75
$147,303.75
$147,303.75
$147,303.75
$147,303.75
$147,303.75
favor of the owners of said Refunded Bonds and
for the security of such owners until disbursed
r and in said Escrow Deposit Agreement provided.
NED by the authority aforesaid and it
hority of same, that the initial cash
1 of and income derived from all of
so deposited in trust with the Escrow
een calculated as being sufficient and
refund all of the City's outstanding Refunded
the following payments, on the dates and in the
lows:
Princi~al
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
$2,900,000
BE IT
is hereby
ORDAINED by the authority aforesaid and it
by authority of same, as follows:
ions contained in Section 8 or Art~cLe LV
October 4, 1984, as ratified, reaffirmed,
in Section 16 of said ordinance of
been met and ed with, there be and
zed to be issu suant to said
ue Bond Law and the Charter of the City,
amount of water and sewerage revenue bonds
.. funds to be applied toward the
ion and payment the City of Smyrna
ue Bonds, Series 1984, maturing on and
and now outstanding in the aggregate
$2,900,000, and to pay all expenses
the foregoing, and said bonds shall be
Smyrna Water and Sewerage Revenue
1989" (hereinafter sometimes referred
s"), shall be dated June 1, 1989, shall
form without coupons, shall be in the
or any integral tiple thereof, shall
shall be tran able to subsequent
provided, shall bear interest from date
set forth opposite each principal
-10-
Premium
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
$58,000
Total
$ 147,303.75
$ 147,303.75
$ 147,303.75
$ 147,303.75
$ 147,303.75
$ 147,303.75
$ 147,303.75
$ 147,303.75
$ 147,303.75
$ 147,303.75
$ 147,303.75
$ 147,303.75
$3,105,303.75
maturity all interest shall be payable January 1, 1990 and
ann ly thereafter on the 1st days of January and July in
ch year, and the principal shall mature on the 1st day of
ly, in the years and amounts, as follows:
Amount Year Amount Rate
$280,000 0% 2000 $350,000 6.90%
$275,000 6.70% 2001 $380,000 6.95%
$290, 6.75% 2002 $405,000 7.00%
$305, 6.80% 2003 $430,000 7.00%
$335, 6.85% 2004 $460,000 7.00%
The principal unt of said Series 1989 Bonds shall be payable
at maturity, un s redeemed prior thereto as hereinafter pro-
vided, upon presentation and surrender thereof at the principal
corporate trust ice of Bank South, N.A., Atlanta, Georgia,
"ng Agent a Bond Registrar, and payments of interest on
bonds 11 made by check or draft payable to the
st n on the bond registration book of the
ty 0 the Bond Registrar at the close of
business th day of the calendar month next
preced 1 and July 1 interest payment dates and
such mailed to the registered owner at the
addres on ond registration book. Both the
princi of and interest on the bonds of this issue shall be
payabl n lawful money of the United States of America.
Section 2. The bonds of this issue shall be executed on
behalf of the City of Smyrna by use of the facsimile signature
of the or and attested by the facsimile signature of the
Clerk of the City of Smyrna and a facsimile of the official
seal of the City shall be imprinted thereon and the bonds shall
be authenticated the manual signature of a duly authorized
signatory of Ban South, N.A., Atlanta, Georgia, as Bond
Registrar. Said Clerk is hereby authorized to certify by the
use of said Clerk's facsimile signature as to the authenticity
of a true and correct copy of the text of the legal opinion to
be rendered by Sutherland, Asbill & Brennan, Bond Counsel,
which opinion will be printed on the bonds of this issue. The
validation certificate to be printed on the bonds of this issue
shall be executed by use of the facsimile signature of the
Clerk of the rior Court of Cobb County and a facsimile of
the official 1 of said court shall be imprinted thereon.
There shall b rinted on the back of the Series 1989 Bonds a
Statement of urance prepared by the issuer of such policy.
In case any 0 cer whose signature shall appear on the bonds
shall cease to be such officer before delivery of such bonds,
such signature shall nevertheless be valid and sufficient for
all purposes the same as if such officer had remained in office
until such deli The Series 1989 Bonds, the certificate of
thentication registration, form of assignment and the
certificate of validation to be endorsed upon the bonds, shall
-11-
in substantially the following forms, with such variations,
issions and insertions as may be required or permitted by
is ordinance, to-wit:
-12-
No.. R-
$
UNITED STATES OF AMERICA
STATE OF GEORGIA
CITY OF SMYRNA
WATER AND SEWERAGE REVENUE REFUNDING BOND
SERIES 1989
MATURITY DATE:
INTEREST RATE:
BOND DATE:
CUSIP:
June 1, 1989
FOR VALUE
ation of
ses to pay
therefore, as he
VED, the City of Smyrna, a municipal
ty of Cobb, State of Georgia, hereby
from the special fund provided
ter set forth, to
, or registered assigns, the principal sum of
DOLLARS
the United States of America, on the date
s redeemed prior thereto as hereinafter
ation and surrender hereof at the
t office of Bank South, N.A., Atlanta,
Bond Registrar, a to pay to the
solely from the spe al fund interest
from the date hereof or from the most
date to which interest has been paid,
specified above, on uary 1, 1990 and
ter on the 1st d anuary and July in
nterest Payment ), until payment of
eof. Payments of interest on this bond
or draft payable to the registered owner
registration book of the City of Smyrna
strar at the close of business on the
calendar month next preceding each
te and such interest payments shall be
tered owner at the address shown on the bond
e of a duly authorized issue in the
amount of $3,510,000 (hereinafter sometimes
1989 Bonds") issued for the purpose of
pplied toward the cost of refunding by
the City of Smyrna Water and Sewerage
1984, maturing on and after July 1, 1996,
the aggregate principal amount of
pay all expenses necessary to accomplish the
-13-
oregoing, issued under authority of the Revenue Bond
(Title r 82, Article 3 of the Official Code of
Georgia Anno amended) and the Charter of the City of
Smyrna, and authorized by ordinances of the Mayor and
Council of the City of Smyrna adopted on the 4th day of
October, 198 the 4th day of August, 1986 and on the
day of May, same being hereinafter sometimes referred to
as "said ordinances"). The bonds of this issue rank on a
parity as on the net revenues of the City's water and
sewerage s with the City's Water and Sewerage Revenue
Bonds, Ser~es 1984 heretofore issued and delivered pursuant to
the ordinance of tober 4, 1984 and now outstanding in the
ipal amount of $1,080,000 (the "Outstanding Series 1984
Bonds") and the City's Water and Sewerage Revenue Bonds, Series
1986, heretofor sued and delivered pursuant to the ordinance
of August 4, 1 and now outstanding in the principal amount
of $1,450,000 "Outstanding Series 1986 Bonds"} and shall
be secured by the s lien on the net revenues of said system.
In addi n to said tstanding Series 1984 Bonds, said
utstan ries 1986 Bonds and the Series 1989 Bonds
(hereinafter somet es referred to collectively as "Revenue
Bonds"), the Ci y issue, under certain terms and conditions
as provided in ordinances, additional revenue bonds or
obligati ich, if issued, will rank on a parity as to lien
on th nues of the City's water and sewerage system
with said nue Bonds. Reference to said ordinances is
hereby made for a complete description of the fund charged
with, and pled to, the payment of the principal of and the
nterest on ries 1989 Bonds or any other issue, the
e and extent of the security, the rights, duties and
igations of the City, the rights of the owners of the Series
9 Bonds a the terms and conditions under which additional
parity bo y be issued to all the provisions of which the
owner hereof, by the acceptance of this bond, assents.
and provisions of this bond and definitions of
used herein are continued on the reverse side
hereof and a uch continued terms and provisions and
definitions sha 1 for all purposes have the same effect as
though fully set forth at this place.
This bond shall not be valid or become ob1igatory for any
to any security or benefit under said
ces until nd shall have been authenticated and
red upon the bond registration book kept by the Bond
istrar for that purpose, which authentication and
egistration shall be evidenced by the execution by the manual
ignature of a duly authorized signatory of the Bond Registrar
f the certificate hereon.
-14-
IN WITNESS WHEREO
ed this bond to
~gnature of its May
be imprinted hereon
signature of its Clerk,
the City of Smyrna, Georgia, has
ecuted by use of the facsimile
d a facsimile of its official seal to
attested by the use of the facsimile
as of the lst day of June, 1989.
CITY OF SMYRNA
Attest:
By:
Mayor
(S E A L)
Date of Authentication and Registration:
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This
ordin
one of the Series 1989 Bonds described in the
May _, 1989.
Bank South, N.A., as Bond Registrar
By:
Authorized Signatory
********
-15-
VALIDATION CERTIFICATE
STATE OF GEORGIA )
)
COUNTY OF COBB )
The undersigned Clerk of the Superior Court of Cobb
County, State of Georgia, DOES HEREBY CERTIFY that this bond
was validated and confirmed by judgment of the Superior Court
of Cobb County, Georgia, on the ____ day of June, 1989, and
that no intervention or objection was filed in the proceedings
validating same and that no appeal from said judgment of
validation has been taken.
WITNESS my facsimile signature and seal of the Superior
Court of Cobb County, Georgia.
Clerk, Superior Court,
Cobb County, Georgia
(S E A L)
********
-16-
[THE FOLLOWING SHALL BE PRINTED ON THE BACK
OF THE SERIES 1989 BONDS]
This is transferable only upon the bond registration
book kept t purpose at the principal corporate trust
office of Registrar by the registered owner hereof in
person, or attorney duly authorized in writing, upon the
surrender presentation to the Bond Registrar of this bond
duly endorsed for transfer or accompanied by an assignment duly
executed by t stered owner or attorney duly authorized in
writing, and n a new registered bond, in the same
aggregate princ amount and of the same maturity shall be
issued to the transferee in exchange therefor.
The Series 1989 Bonds are issuable in the form of
registered bonds in the denomination of $5,000 or any integral
multiple thereof and are exchangeable at the principal
corporate trust of of the Bond Registrar in the manner,
subject to the ons and upon payment of charges, if any,
provided in the ord nance of May ___, 1989.
Said ordinances provide, among other things, for
prescribing and revising rates and collecting fees and charges
for the services, facilities and commodities furnished by the
water and sewerage system, as now existent and as hereafter
added to, extended, improved and equipped, to the extent
necessary to produce revenues sufficient to pay the reasonable
and necessary costs of operating and maintaining said system,
including the payment of any contractual obligations incurred
pertaining thereto, and to pay into a special fund designated
"City of rna Water and Sewerage System Sinking Fund" the
amounts r ired to pay the principal of and the interest on
said Revenue Bonds and any other bonds hereafter issued on a
parity therewith as the same become due and payable, either at
maturity or by proceedings for mandatory redemption, and to
create and maintain a reserve therein for that purpose, as well
as to create and maintain a reserve for extensions and
improvements to the system.
This bond shall not be deemed to constitute a debt of the
City of Smyrna nor ple of the faith and credit of said
City, nor shall y e subject to any pecuniary liability
hereon. This hall not be payable from, nor a charge
upon, any fund r than the revenues pledged to the payment
hereof, and . le sol from the special fund provided
therefor from nues said system, including all future
additions ther and any other moneys deposited therein. No
owner of this shall ever have the right to compel the
exercise of the taxing power of the City to pay the same, or
the interest hereon, or to enforce payment hereof against any
-17-
other property of the City, nor shall this bond constitute a
charge, lien or e nee, legal or equitable, upon any other
property of the City 0 er than the revenues pledged to the
payment hereof.
The Series 1989 Bonds may be redeemed prior to their
ctive maturities at the option of the City, either in
or in part on any interest payment date in any year, not
earlier than Jul 1999 from any moneys available for such
purpose as in the ordinance of May , 1989 by
payment of ipal amount thereof and accrued interest
thereon to of redemption, together with a premium of
2% of such amount if redeemed on or prior to January
1, 2000; 1% principal amount if redeemed thereafter and
on or prior to 1, 2001 and at par without a premium if
redeemed therea d before maturity. If the bonds are
called in part, ny bonds so called for redemption shall
be called in t rse order of their maturities and if less
than a mat by lot in such manner as may be designated
by the B Registrar.
In
the Series 1989 Bonds maturing July 1, 1995
Y redemption prior to maturity in
visions of the ordinance of May ,
in such manner as may be designated by
rar at par plus accrued interest to the
te, in the following principal amounts on July 1,
rs, as follows:
1994
Amount
$50,000
$50,000
designating the Series 1989 Bonds (or the portion
of amount of the bonds in multiples of $5,000) to
be redemption, as aforesaid, shall be mailed,
postage pre , to all registered owners of bonds to be
redeemed in whole Or in part at the addresses which appear in
the bond tration book at least thirty (30) days prior to
the redempti date, but failure so to mail any such notice
shall not aff validity of the proceedings for such
redemption or the interest to accrue on the principal
amount of the Se 1989 Bonds so designated for redemption
after the redemption date.
To the extent and in the manner permitted by said
ordinances, ications, alterations, amendments, additions
and recision provisions of said ordinances, or of any
ordinance s thereto or of the Revenue Bonds, may be
made by th the consent of the owners of at least
sixty-five (65%) in aggregate principal amount of
-18-
Revenue Bonds then outstanding, including any parity
ligations therewith then outstanding, and without the
necessity for notation hereon of reference thereto.
This bond is issued with the intent that the laws of the
State of Georgia shall govern its construction.
In case of default, the owner of this bond shall be
e titled to the es provided in said ordinances
a izing its ance and in said Revenue Bond Law and any
amen nts thereto.
It is ited and certified that all acts, condi
tions and red to be done precedent to and in the
issuance 0 ter and Sewerage Revenue Bond have been
done, have and have been performed in due and legal
form as requi by law, and that vision has been made for
the allocation from the anticipat revenues of the water and
sewerage stem, as now existent and as hereafter added to,
extended mproved and equipped, of amounts sufficient to pay
the of and the interest on all of said Revenue Bonds
as s e, or are acquired by mandatory redemption, and to
crea intain a reserve for that purpose, and that said
revenues are irrevocably allocated and pledged to the payment
of said Revenue Bonds and the interest thereon.
********
-19-
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns
and transfers unto
[please print or typewrite name and address
[Please insert Social Security on Tax Identification Number]
the within bond and all
including postal zip code of assignee]
rights thereunder, hereby constituting and appointing
attorney to transfer this bond on the bond registration book
kept for such purpose by the Bond Registrar, with full power of
substitution in the premises.
DATED
Signature Guaranteed:
Notice: The signature to this
assignment must correspond with
the name as it appears upon the
face of the within bond in every
particular, without alteration or
enlargement or any change
whatever.
**********
STATEMENT OF INSURANCE
-20-
Section 3. Only those Series 1989 Bonds which shall have
endors ereon a certificate of authentication and
ist bstantially in the form hereinbefore set forth,
ly executed by th al signature of an authorized
gnat nk , N.A. as Bond Registrar, shall be
entit benefit or security under this ordinance and
such cer upon any of said bonds when duly executed
shall be usive evidence that such bond has been duly
e regis ed and delivered. It shall not be
essary that the s signatory of the Bond Registrar sign
the certificate of authentication and registration on all of
the Series 1989 Bonds that may be issued hereunder at anyone
time. Th in whose name any bond shall be registered
shall be nd regarded as the absolute owner thereof for
pu and the payment of the principal amount, interest
prem if any, shall be made only to or upon the order of
the registered owner thereof. All such payments shall be valid
and effectual t y and discharge the liability upon such
bond, including re ion premium, if any, and the interest
thereon to the extent of the sums so paid.
Section 4. The Bond Registrar shall keep the bond
registra k r the registration of the Series 1989 Bonds
and f on of transfers of the bonds as herein
prov The trans er of any bond shall be registered upon
the stration book upon the surrender and presentation
of the 0 the Registrar duly endorsed for transfer or
acc by an nment duly executed by the registered
owner r attorne rize 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 or bonds so surrendered, a new bond
or bonds registered in name of the transferee, of any
denominati denominations authorized by this ordinance, and
in an gr princ 1 amount equal to the aggregate
princi 1 unt of t bonds so surrendered and of the same
maturity.
Section 5. Any Series 1989 Bond, upon presentation and
urrender thereof to the Bond Registrar, together with an
sig dul d by the registered owner or duly
tho at n such form as may be satisfactory to the
rar, may be exchanged, at the option of the
owner, for an aggregate principal amount of bonds of
matur y al to the principal amount of the bond so
urrendered a of y authorized denomination or
d inations. ond strar may make a charge for every
e nge or reg ion ransfer of the Series 1989 Bonds
scient to se it for any tax or other governmental
arge requi paid with respect to such exchange or
stration 0 er, but no other charge shall be made to
owner for the privilege of exchanging or registering the
transfer of the Series 1989 Bonds under this ordinance.
-21-
Section 6. If of the Series 1989 Bonds shall become
mutilated, the Bond istrar in its discretion and at the
expense of the owner of such bond shall authenticate and
deliver a new bond of like tenor registered in the name of the
owner in exchange and substitution for such mutilated bond. If
any bond a be lost, destroyed or wrongfully taken,
evidence h destruction or wrongful taking within a
reasonable time thereafter may be submitted to the City and if
such evidence shall be satisfactory and indemnity of a
character in an amount satisfactory shall be given, then the
City at the expense of the owner shall cause a new bond of like
tenor registered in the name of the owner to be authenticated
by the Bond Registrar and delivered to the registered owner.
Section 7. The City shall make all necessary and proper
provisions for the transfer and exchange of the Series 1989
Bonds the Bond strar and the City shall deliver or cause
to be livered to Bond Registrar a sufficient quantity of
blank bonds duly ed on behalf of the City, together with
the certificate idation pertaining thereto duly executed
by the Clerk of the Superior Court of Cobb County, as herein
provided order that the Bond Registrar shall at all times be
able to ister and authenticate the Series 1989 Bonds at the
earliest practicable time in accordance with the provisions of
this ordinance. All bonds surrendered in any such exchange or
istration of transfer shall be forthwith cancelled by the
d Registrar and a record thereof duly entered in the
permanent records pertaining to the Series 1989 Bonds
maintained by the Bond Registrar.
Section 8.
The Series 1989 Bonds shall stand on a parity
.i-f'~.4"""'~ ....0;.:.1;. ';;.;..J.J;~ l::":"O;".......~_.......J::o"!~... ,.,.,.,......_......,;i._ __ 'T"--"-6~-"-"'""'F"""''''''''''''' ------ r:- --~----
the ordinance of October 4, 1984 and the Series 1986 Bonds
issued pursuant to the ordinance of August 4, 1986 (all of said
pari bonds including the Series 1989 Bonds being hereinafter
some to collectively as "Revenue Bonds"), and
shall lien created pursuant to the provisions
of the ce of ober 4, 1984, as ratified, reaffirmed,
broadened and extended by the ordinance of August 4, 1986, and
as the same is ratified, reaffirmed, broadened and extended by
this ordinance, just as if said Revenue Bonds had been issued
simultaneously under the same ordinance.
Section 9. The Series 1989 Bonds issued hereunder may be
redeemed prior to ive maturities at the option of
City in part, any in rest payment date in any year not
lier than Jul 1999, from moneys in the "City of Smyrna
Water and Se stem Sinking Fund" not required for paying
the princi interest on the anding Series 1984
, the Bonds and the Ser s 1989 Bonds coming
, whether ty or by proceedings for mandatory
emption, in n current sinking fund year and the
-22-
maintenance th in of a reserve in an amount equa~ to the
maximum debt s rvice requirement coming due in any succeeding
sinking fund year, or the Series 1989 Bonds may be redeemed, in
whole or in pa ,on any interest payment date in any year not
ear~ier than J I, ~999, from any moneys which may be
avai~ab~e for suc urpose and deposited with the Paying Agent
Bank on or before date fixed for redemption. The optional
redemption of the Series 1989 Bonds shall be made by the
payment of the principa~ amount of the bonds to be redeemed and
accrued interest thereon to date of redemption, together with a
premium of two per centum (2%) of such principal amount if
redeemed on or prior to January I, 2000, one per centum (1%) of
such principal amount if redeemed thereafter and on or prior to
January 1, 2001 and at par without a premium if redeemed
thereafter and before maturity. If the Series ~989 Bonds are
cal~ed for redemption in part, then any bonds so called for
redemption shall be called in inverse order of their maturities
and if less than a full maturity by ~ot in such manner as may
be designated by the Bond Registrar.
In addition, the Series 1989 Bonds maturing on July 1,
1995 are subject to mandatory redemption prior to maturity on
July 1, 1990 and on each succeeding JU~y 1 to and including
y 1, 1994, in part, by ~ot in such manner as may be
ignate the Bond Registrar, at par p~us accrued interest
to the re ion date, in the following principal amounts on
July 1, in the years, as follows:
Year
1990
, ~99~
1992
Amount
$40,000
$40,000
$45,000
Year
1993
1994
Amount
$50,000
$50,000
If ~ess than a~~ of the Series ~989 Bonds of a sing~e
maturity are to be redeemed, the Bond Registrar shall treat any
bond of such maturity outstanding in a denomination of greater
than $5,000 as t or more separate bonds in the denomination
of $5,000 each shall assign separate numbers to each for
the purpose of g the bonds or the principal amount of
such bonds in a ion greater than $5,000 to be redeemed
by ~ot. With r to any bond called for partial
redemption, t tered owner thereof sha~~ surrender such
bond to the Bon ar in exchange for one or more bonds in
any authorized ion in the aggregate principal amount
equal to the unr principal amount of such bond so
surrendered.
The Bond R
orty-fifth (45
te (or opt
with its cer
ve been selected
mption) either
strar sha~~ furnish the City on or before the
y next preceding each mandatory redemption
mption date if such option is exercised),
etting forth the Series 1989 Bonds that
for mandatory redemption (or optional
in who~e or in part on such date.
-23-
(30) days before the date upon which such
r mandatory redemption is to be made a
onal or mandatory redemption signed by a
icer of the Bond strar designating the
the bonds to be re emed (in whole or in
at the place at which the principal of and
shall be payable and shall be mailed,
1 registered owners of the Series 1989
to be redeemed (in whole or in part) at the addresses
appear upon the bond registration book.
It is expressly provided, however, that the failure so to
mail any such notice of optional redemption or mandatory
redemption of t Series 1989 Bonds shall not affect the
validity of the oceedings for such redemption or cause the
interest to con ue to accrue on the principal amount of the
Series 1989 Bonds so designated for redemption after the
redemption date.
Notice having been given in the manner and under the
conditio rei ve provided, the Series 1989 Bonds so
designat r r ion or the portion of the bonds so
designated r parti redemption shall, on the redemption date
designated in such notice, become and be due and payable at the
emption ice hereinabove specified, and from and after the
te of r ion so designated, unless default shall be made
in the ment of the bonds so designated for redemption or the
portion the bonds so designated for partial redemption,
interest 0 e principal amount of said Series 1989 Bonds so
designated r redemption shall cease to accrue on the
redemption date.
So long as the reserve in said Sinking Fund is being
maintained as above provided, or such larger amount as may
hereafter be required as provided in Section 1 of Article II of
said ordinance of October 4, 1984, as hereby ratified and
reaffirmed, in the event it shall issue parity bonds with said
Revenue Bonds, nothi 9 herein contained shall be construed to
limit the right of t City to redeem such future issue or
issues of parity bonds before it redeems the Outstanding Series
1984 Bonds or the Series 1986 Bonds or the Series 1989 Bonds,
or to redeem the 0 tanding Series 1984 Bonds or the Series
1986 Bonds, or the ries 1989 Bonds before it redeems the
bonds of such future issue or issues, or it may redeem some of
the bonds of any of said issues, in which event within each
issue subject to redemption such redemption of said bonds shall
be in the inverse order of their maturities as set forth in the
ordinance authorizing their issuance.
Nothing herein contained shall be construed to limit the
right the City to purchase with any excess moneys, as
herein ve defined, in the Sinking Fund and for sinking fund
purposes, the Series 1989 Bonds in the open market at a price
not exceeding the callable price hereinabove set forth.
Bonds r eemed, purchased or paid cannot be reissued and
shall be can led or otherwise mutilated and destroyed, and a
record of such destruction shall be made in the permanent
records of the City and in the records of the Bond Registrar
pertaining to said Series 1989 Bonds.
Section 10. From the proceeds derived from the sale of
the Series 1989 Bonds, including accrued interest, which are
issued under the provisions of this ordinance, the following
payments shall be made, simultaneously with the issuance and
delivery of said Series 1989 Bonds, to the extent and in the
manner herein set forth:
(a) The accrued interest so received shall be
deposited into tne "City of Smyrna Water and Sewerage System
Sinking Fund" hereinafter referred to in Section 11 hereof and
credited to the special account designated as "Debt Service
Account" to be used and applied toward the payment of interest
on the Series 1989 Bonds coming due on January 1, 1990;
(b) The sum of $3,381,869.96, or such other amount
of said pro s as may be necessary, shall be deposited with
the Trust C ny Bank, Atlanta, Georgia, the Paying Agent Bank
for the 1984 Bonds and shall be used and applied toward
the cost refundi redemption and payment the Series 1984
Bonds ma ing on 0 equent to July 1, 1996 and now
outstandi in the aggregate principal amount of $2,900,000 and
to pay ce n expenses in connection therewith, all pursuant
to the terms of the Escrow Deposit Agreement with the Trust
Company Bank; and
ec) The balance of the proceeds so received shall be
retained by the original purchasers of the Series 1986 Bonds to
be used and applied toward the payment of the costs incurred by
the City in connection with the issuance and delivery of said
Series 1986 Bonds.
Section 11.
said ordinance of
operate its water
commencing July 1
the next year,
year by the ado
covenanted in Section 1 of Article IV of
tober 4, 1984, the City will continue to
and sewerage system on a fiscal year basis
in each year and extending through June 30 in
it reserves the right to change such fiscal
on of proper proceedings to that effect.
The City ts that it will continue to maintain the
of Smyr and Sewerage System Revenue Fund" (here-
er referred to as "Revenue Fund") created and covenanted
-25-
to be maintained in said ordinance of October 4, 1984, and into
said fund it will deposit all revenues derived from the
operation and owners of saId system so long as said Revenue
Bonds are outstandin d unpaid, or until provision has been
duly made for the payment thereof and said revenues shall be
disbursed from the Revenue Fund as hereinafter provided:
(a) There shall first be paid from said Revenue Fund
e reasonable and necessary costs of operating, maintaining
d repairing the water and sewerage system, including
salaries, wa the payment of any contractual obligations
incu red in operation of said system, cost of materials and
su ies, rentals of leased property, real or personal,
insurance premiums, audit fees and such other charges as proper
to be made for the purpose of operating, maintaining and
repairing said tern in accordance with sound business
practice, but re making provision for depreciation.
(b) The City has heretofore created, pursuant to
Paragraph 2 of Section 2 of Article IV of the ordinance of
October 4, 4, a special fund designated "City of Smyrna
Water and er e System Sinking Fund" (herein sometimes
referred to as ter and Sewerage System Sinking Fund" or
"Sinking Fund") and said Sinking Fund consists of two accounts
which are held therein, one of which was created and designated
as "Debt Service Account" and the other was created and
designated as "Debt Service Reserve Account" (hereinafter
sometimes referred to as "Reserve Account").
(i) After making the payments required or
permitted to be made pursuant to the provisions of paragraph
(a) above, there shall be paid from the Revenue Fund into said
Debt Service Account commencing with the month of July, 1989
and continuing from month to month thereafter to June, 1990,
after taking into consideration the moneys on deposit therein,
an amount equal to one-twelfth (1/12) of the debt service
coming due on the Revenue Bonds in the sinking fund year ending
July 1, 1990, and commencing with the month of July, 1990 and
from month to month thereafter an amount equal to one-twelfth
(1/12) of the maximum debt service requirement on the Revenue
Bonds coming due in the then current or any future sinking fund
year, such monthly payments to continue from month to month
until sufficient funds are on hand in said Sinking Fund to pay
all of said outstanding Revenue Bonds as same mature or are
red by mandatory redemption and the interest which will
ecome due and payable thereon.
(ii) After making the payments required to
ly with said subparagraph (i) above, there shall next be
into said Debt Service Reserve Account, commencing with
month of July, 1989, in substantially equal monthly
payments, taking into consideration the amount on deposit
therein, amounts sufficient to create in said Reserve Account
-26-
July 1, 1994 a debt service reserve equal to the maximum
service requirement coming due in any succeeding sinking
fund year on the Revenue Bonds. When the balance in the
Reserve nt shall be equal to the maximum required, no
further s s required to be made into the Reserve
Account the ve Account shall fall below its
require ng the period of accumulation and after
the Reserve Account 11 have been accumulated in the full
amount r ired maintained therein as aforesaid, it shall
be maintai purpose of paying the principal of and
interest on ue Bonds falling due in any year as to
which there erwise be a default and if money is taken
from said Reserve Account for the payment of such principal and
interest, t taken shall be replaced in said Reserve
Account fro t moneys in the Revenue Fund thereafter
available an not required to be used for maintenance and
operation changes not required to be paid into the Debt
Service Account as inabove provided in subparagraph (i).
iii) All sums required to be paid to comply with
the provisi of said subparagraphs (i) and (ii) above shall
be paid on before the last day of each month in which
payment is , and if, in any month, for any reason, the City
shall fail to pay the full amount herein required to be paid
into said Sin Fund the amount of any such deficiency shall
be added to a shall become a part of the amount due and
payable by the City into said Sinking Fund in the next
succeeding month.
(iv) As provided in Paragraph 2 of Section 2 of
Article IV of aid ordinance of October 4, 1984, all net
revenues recei y the City from its water and sewerage
system immediately become subject to a lien to secure the
payment by the City of the amounts therein agreed to be paid
and the City hereby ratifies and reaffirms the pledge of such
revenues d hereby covenants and agrees that the revenues
received it from such system shall in like manner be pledged
to secure th nt by the City of the amounts herein agreed
to be paid a hat the lien of this pledge shall be valid and
ding agai the City and against all other parties having
of any kind against the City, whether such claims shall
from a t, contract or otherwise and irrespective
r such pa s have notice thereof.
Fund shall continue to be held by Trust
County, N.A., Smyrna, Georgia, as Sinking
said fund shall be maintained and held in
t of the owners of said Revenue Bonds and
bligations hereafter issued ranking pari
the beneficial interest therein shall be
such owners of said Revenue Bonds.
12. After there have been paid from the Revenue
month all amounts hereinabove required or
d pursuant to the provisions of Section 11
serving in the Revenue Fund as a working
amount not to exceed one month's estimated
'ntaining the system as determined by
of f the City, then there shall next be
of each month into a special fund created and
said ordinance of October 4, 1984 as "City of
ewerage System Renewal and Extension Fund"
imes referred to as "Renewal and Extension
remaining in said Revenue Fund.
shall be made from the Renewal and Extension Fund
ses provided in Paragraph 3 of Section 2 of
ordinance of October 4, 1984, as hereby
firmed.
Smyrna Bank and Trust Co., Smyrna, Georgia, is hereby
redesignated as Depository of said Renewal and Extension Fund.
As provided in d ordinance of October 4, 1984 and
ratified and reaffir in said ordinance of August 4, 1986,
should bonds be hereafter issued ranking as to lien on the
revenues of said system junior and subordinate to the lien
securing the payment of said Revenue Bonds and any parity bonds
rewith hereafter issued, then such payments into the Renewal
d Extension Fund as provided in this Section may be suspended
and the revenues shall be available to the extent necessary to
pay the prin of and interest on such junior lien bonds and
to create and tain a reasonable reserve therefor, and such
revenues may be allocated and pledged for that purpose.
Moneys in the Renewal and Extension Fund, at the
discretion of the City, may be invested to the extent and in
the manner as vided in Section 7 of Article IV of said
ordina er 4, 1984, and all moneys in said Renewal
and Exte and all securities held in and for said fund
and all increments therefrom are hereby pledged to and charged
with the payments mentioned in Paragraph 3 of Section 2 of
Article IV of said ordinance of October 4, 1984, as hereby
ratified and reaffirmed.
ion 13. The City covenants and agrees that it has
e and that it will at all times, and from time to
prescribe and place into effect a schedule of rates, fees
arges for the services, facilities and commodities
rnished by its water and sewerage system, as now existent and
as hereafter added to, extended and improved, and as often as
it shall appea ssary that it will revise and adjust such
le of s and charges for water or sewerage
and es, or both, to the extent necessary to
ce funds icient at all times to operate and maintain
system on a sound businesslike basis and to make the
-28-
payments into the Sinking Fund created by said ordinance of
October 4, 1984, as herein enlarged and extended, in accordance
and compliance with the terms, covenants and conditions of said
ordinance of October 4, 1984, said ordinance of August 4, 1986
and this ordinance and to create and maintain the Renewal and
Extension Fund as provided by said ordinances of October 4,
1984 and August 4, 1986 and this ordinance.
In the event the City shall fail to adopt a schedule or
schedules of rates, fees and charges, or to revise its schedule
or schedules of rates, fees and charges in accordance with the
provisions of ection, any bondholder, without regard to
whether an , as defined in Article VII of said
ordinance 4, 1984, shall have occurred, may
institute and p ute in any court of competent jurisdiction
an appropriate action to compel the City to adopt a schedule or
schedules of rates, fees and charges, or to revise its schedule
or schedules of rates, fees and charges, in accordance with the
requirements of this Section and of Section 3 of Article IV of
said ordinance of October 4, 1984.
Section The City further covenants and agrees that it
will not exerc e the privilege provided in Article IV, Section
8 of said ordinance of October 4, 1984, as ratified,
reaffirmed, broadened and extended in Section 16 of said
ordinance of August 4, 1986, of issuing additional bonds or
obligations ranking as to lien on the revenues of the system
pari passu with the said Revenue Bonds, unless or until all of
the following conditions are met:
(a) The payments covenanted to be made into the
"City of Smyrna Water and Sewerage System Fund" created in
Paragraph 2 of Section 2 of Article IV of said ordinance of
October 4, 198 , as enlarged and extended by Section 13 of said
ordinance of A t 4, 1986 and as enlarged and extended by
Section 11 of s ordinance, and as the same may have been
enlarged and extended in any proceedings authorizing the
issuance of any additional parity bonds, must be currently
being made in full amount as required and said "Debt Service
Account" and "Debt Service Reserve Account" held within said
Sinking Fund must be at their proper respective balances.
(b) The net earnings of the system for a period of
elve (12) consecutive months out of the eighteen (18)
tive months preceding the month of adoption of the
proceedings authorizing the issuance of such additional bonds
must have been equal to at least one and twenty-hundredths
(1.20) times the maximum debt service requirement for any
succeeding sinking fund year on the Revenue Bonds and any other
issue or issues of rity bonds therewith then outstanding and
on the bonds to be issued, or in lieu of the foregoing
formula, if a new schedule of rates and charges for the
services, facilities and commodities furnished by the system
-29-
ed and an independent and recognized firm
Accountants shall certify that had this new
n effect during the period described above
gs of the system would have been equal to at
twenty-hundredths (1..20) times the maximum debt
ement for any succeeding sinking fund year on the
and any parity bonds therewith then outstanding
p to be issued. Net earnings for the
pr on shall be construed to be the gross
system remaining after the payment of the sums
d to be paid to operate and maintain said
he provisions of Paragraph 1 of Section 2
d ordinance of October 4, 1984, but before
depreciation.
shall have
of Cer
rate
the
least
servi
Revenue Bo
and on the
e of t ~s
"ngs of the
required or
system pur
of Article IV
provision for
Public A
body of
are being
(b) above
Certified
desig
Series
Bonds.
(c) An indent and recognized firm of Certified
untants 1 certify in triplicate to the governing
ty that the requirements of Paragraph (a) above
lied with and that the requirements of Paragraph
been met. A copy of the certificate of the
C Accountants shall be furnished to the
epresentative of the original purchasers of the
1984 Bonds, the Series 1986 Bonds and the Series 1989
(d) Exce t when bonds are being issued solely for
the pur refu ing outstanding revenue bonds, the
Consult' ineers for the City shall provide the City with a
written t recommending the additions, extensions and
impro be made to the system and stating that same are
feasible, designating in reasonable detail the work and
install proposed to be done and the estimated cost of
accomp ishin such rtaking. Said engineers shall set forth
in s t the p cted net earnings to be derived from
the hich will be available for debt service payments
over the life of Revenue Bonds and any parity bonds
therewith then ou ding and the bonds proposed to be issued
and shall indi rojected coverage of such debt service
payments in eac ing sinking fund year. Projected net
earnings in each for the purpose of this subparagraph (d)
sha1.l be estimat ss earnings of the system in each sinking
remain ter payment of the estimated cost
perm to be paid pursuant to the provisions of
of S 2 of Article IV of said ordinance of
1.984 d period to operate, repair and maintain
system as to, extended and improved, but before
ion for depreciation.
icate original of such report of said
by this provision shall be furnished to
entative of the original purchasers of the
-30-
Series 1984 Bonds, the Series 1986 Bonds and the Series 1989
Bonds not less than ten (10) days before any proceedings are
taken to actually issue such additional bonds.
(e) The governing body of the City shall pass proper
proceedings reciting that all of the above requirements have
been met, 11 authorize the issuance of said bonds and shall
provide i uch proceedings, among other things, the date such
bonds shall bear, te or rates of interest and maturity
dates, as well as egistration and redemption provisions.
The interest on the nds of any such issue shall fall due on
January 1 and July 1 of each year, and the bonds shall mature
in installment July 1, but, as to principal, not
necessarily in ear or in equal installments. Any such
proceeding or ings shall require the City to increase
the monthly then being made into the Sinking Fund to
the extent y to pay the principal of and the interest
on the ng Series 1984 Bonds, the Series 1986 Bonds,
the Ser Bonds and on all such parity bonds therewith
then ou and on the bonds proposed to be issued as same
become due and payable, either at maturity or by proceedings
for mandatory redemption, in the then current sinking fund
year, a reate within five (5) years from the date of the
bonds to sued a reserv~ in the Reserve Account at least
equal to t imum debt service requirement coming due in any
succeeding ng fund year on the Outstanding Series 1984
Bonds, the Series 1986 Bonds, the Series 1989 Bonds and any
parity bonds therewith then outstanding and on the bonds
proposed to be issued and to maintain said reserve in an amount
sufficient for that purpose. Any such proceeding or
proce n shall restate and reaffirm, by reference, all of
the a i terms, conditions and provisions of the
ordinances of October 4, 1984 and August 4, 1986 and this
ordinance.
(f) Such additional bonds or obligations and all
proceedings relative thereto, and the security therefor, shall
be validated as prescribed by law.
Section 15. All of the applicable terms, conditions and
of all other Sections or portions of Sections of
f said ordinance of October 4, 1984 not herein
referred to are hereby declared applicable to and
a and extended so as to cover the Series 1989 Bonds
future issue or issues of parity bonds therewith and
are here ratified and reaffirmed and are hereby adopted, and
shall fo 11 ses apply to the Series 1989 Bonds as if
said bonds ha originally issued under authority of said
rdinance of October 4, 1984 simultaneously with said Series
984 Bonds.
-31-
It is further provided, however, that any money in the
Sinking Fund created by said ordinance of October 4, 1984, not
immediately required to pay the interest coming due January 1st
and the principal and interest coming due July 1st on said
Revenue Bonds in any year shall be invested and reinvested to
the extent and in the manner as provided and set forth in
Section 6 of Article IV of said ordinance of October 4, 1984.
Any such securities so purchased shall be held by the Sinking
Fund Custo in trust until paid at maturity or sold, and all
income or rements therefrom shall be immediately deposited
to the credit of the Account for which same are held. The
moneys in the Sinking Fund, and all income and increments
therefrom were pledged and are hereby pledged to and charged
with: (a) th t of interest upon the Outstanding Series
1984 Bonds, tries 1986 Bonds and the Series 1989 Bonds as
such interest falls due; and (b) the payment of the principal
of the Outsta Series 1984 Bonds, the Series 1986 Bonds
and the Series 1 9 Bonds as same become due and payable,
either at maturity or by proceedings for mandatory redemption;
and (c) the optional redemption of the Outstanding Series 1984
Bonds, the Series 1986 Bonds and the Series 1989 Bonds maturity
at the price and under the conditions provided therefor in said
ordinance of October 4, 1984, said ordinance of August 4, 1986
and this ordinance, respectively; and (d) the purchase of said
Outstanding Series 1984 Bonds, the Series 1986 Bonds and the
Series 1989 Bonds in the open market provided, however, the
price paid shall not exceed the authorized call price
applicable to each such issue; and (e) the transfer of excess
moneys, if any, in the Sinking Fund (as defined in subparagraph
(c) of Paragraph 2 of Section 2 of Article IV of said ordinance
of October 4, 1984) to the Revenue Fund; and (f) the payment of
charges for "ng the bonds and interest thereon and the
charges for registration of the Series 1984 Bonds, the
Series 1986 s and the Series 1989 Bonds secured hereby and
their transfer or exchange in accordance with the terms
thereof; and (g) the payment of any charges for investment
services.
Section 16. All of the applicable terms, conditions and
provisions of Article V, Article VI, Article VII and Article
VIII and each section and covenant thereof of the ordinance of
er 4, 1984 not specifically referred to herein are hereby
ened and extended so as to cover the Series 1989 Bonds
ued hereunder and are hereby ratified and reaffirmed as so
extended, and which for all purposes apply to the Series 1989
Bonds as if said bonds had been originally issued under
authority of said ordinance of October 4, 1984, simultaneously
with said Series 1984 Bonds.
Section 17. Anything to the contrary in said ordinances
of October 4, 1984 and August 4, 1986 or this ordinance
contained notwithstanding, it is expressly provided that the
city shall not purchase obligations of the Federal Land Bank,
-32-
the Federal Intermediate Credit Bank or the Central Bank for
Cooperatives as an investment of moneys or as security for
deposits of moneys in any of the special funds created in said
ordinance of October 4, 1984, nor shall any supplemental
ordinance adopted pursuant to the provisions of Article VIII of
said ordinance of October 4, 1984, as ratified, reaffirmed,
broadened and extended by said ordinance of August 4, 1986 and
this ordinance, requiring the consent of bondholders become
effective, unless it shall have obtained the written consent of
the MBIA and issuer of a policy of insurance guaranteeing
timely payment of principal and interest on the Series 1989
Bonds and any future issue of parity bonds.
Section 18. The City hereby covenants and agrees that it
will not, su ent to the date of the issuance and delivery
of the Series 9 Bonds, intentionally use any portion of the
proceeds of the Series 1989 Bonds to acquire higher yielding
investments, except as may be otherwise permitted by Section
148 of the Internal Revenue Code of 1986, as amended (the
"Code") and it will comply with, and take such action as may be
required to ensure that the Series 1989 Bonds do not constitute
"arbitrage bonds" with the meaning of Section 148(a) of the
Code.
Section 19. The Series 1989 Bonds herein authorized to be
issued are herby designated as "qualified tax-exempt
obligations" within the meaning of Section 265(b)(3) of the
Code.
Section 20. The Mayor and Clerk of the City of Smyrna are
hereby authorized and directed to execute, for and on behalf of
the City of Smyrna, a certification, based upon facts,
estimates and circumstances, as to the reasonable expectations
regarding the amount, expenditure and use of the proceeds
derived from the sale of the Series 1989 Bonds, as well as such
other documents as may be necessary or desirable in connection
with the issuance and delivery of said Series 1989 Bonds.
Section 21. For the purpose of this ordinance and
pertaining to the Series 1989 Bonds herein authorized to be
issued the terms "original purchasers" and "designated
representative of the original purchasers" shall be construed
to mean Lex Jolley & Co., Inc., Atlanta, Georgia, its
successors or assigns.
Section 22. For the purpose of this ordinance the terms
"principal and interest requirements" and "debt service
requirements" shall be construed to mean the amount required in
each sinking fund year to pay the principal of and interest on
the Outsta ries 1984 Bonds, the Series 1986 Bonds, the
Series 1989 and any parity bonds therewith hereafter
issued as the same become due and payable either at maturity or
by proceedings for mandatory redemption.
-33-
Section 23. The provisions, terms and conditions of this
ordinance shall constitute a contract by and between the City
of Smyrna the of said Outstanding Series 1984 Bonds,
the Series 1 6 B d the owners of the Series 1989 Bonds
au to be hereunder, and after the issuance of
1989 Bo is ordinance shall not be repealed or
in any respect which will adversely affect the rights
rest of the owners of the bonds of any of said issues,
nor shall the gover g body of the City pass any proceedings
in any way adversel ffecting the rights of such owners, so
long as any of the s authorized by said ordinances of
October 4, 1984 and ust 4, 1986 and this ordinance, or the
interest thereon, sh 1 remain unpaid or until provision shall
have been duly made therefor.
Any subsequent proceeding or proceedings authorizing the
issuance of additional parity bonds or obligations as permitted
under Section 8 of Article IV of said ordinance of October 4,
1984, Section 16 of said ordinance of August 4, 1986 and
ction 14 of this ordinance, shall in nowise conflict with the
terms and conditions of said ordinances, but shall for all
legal purpose ain all the covenants, agreements and
provisions of ordinances for the equal protection and
benefit of all owners of said Revenue Bonds.
Section 24. The bonds herein authorized shall be vali-
dated in the manner provided by law, and to that end notice of
the adoption of this ordinance and a copy thereof shall be
served on the District Attorney of the Cobb Judicial Circuit,
in order that proceedings for the above purpose may be
instituted in the Superior Court of Cobb County.
Section 25. Any and all ordinances and resolutions or
parts of ordinances and resolutions, in conflict with this
ordinance this day adopted be and the same are hereby
repealed, and this ordinance shall be in full force and effect
from and after its adoption.
**********
Approved:
~
Mayor, City of Smyrna, Georgia
-34-
TELEPHONE
(404) 525,1859
FAX (404) 525-3048
LJ&.C
LEX JOLLEY & CO., INC.
MUNICIPAL AND CORPORATE SECURITIES
Member S.LP.C.
June 27,
1989
Ms. Meli.nda Dameron
Ci.ty Clerk
Post Offi.ce Box 1.226
Smyrna, Georgi.g 30081
Re: Bon.!:1.l?urchase Agreement i.n Connection wi.th
ISSitf~:ngE} of $3,510,000 Ci.ty of Smyrna
(G.ep)::'gi.a) Water and Sewerage Revenue
Re~un.di.ng Bonds, Series 1989
Dear Melinda:
was
a revised copy of the above. There
the first paragraph of the front page
at the request of Bob Owens of
& Brennan. Please di.scard the
currently have and replace i.t wi.th
contract.
l.etter, I ask that Chuck Camp dis-
copy of the above and replace i.t with
By
card hi.s
this copy.
If you h~'i7~<questi.ons or need addi.ti.onal informa-
ti.on, please .d.C) not hesitate to contact me.
LEX JOLLEY
GORDON MORTlN
ED WALL
K.
President
cc:
Max Bacon
Patterson
Mr.
GEORGIA 30303-2316
BOND PURCHASE AGREEMENT
WATER
$3,51..0,000
CITY OF SMYRNA (GEORGIA)
AND SEWERAGE REVENlJE REFUNDING
BONDS, SERIES 1..989
May 22, 1989
Gentlemen:
, WARRANTIES AND AGREEMENTS
By your
to, and
:tl:~reof you 1'l(;;l'!:7eby represent and war-
the Underwriter that:
govern~ent duly organized
laws of.the state of Georgia,
ions of the constitution and
to issue the Bonds.
and
and
the
complied with all provisions of the
the state of Georgia with respect to
and have full P9wer and authority to
contempJ,.at;.ed by this Bond Pur-
the Bond Resolution, and any and
a].l... other asrreemel1.ts+,elating thereto and to issue, sell and
d.eliver the Bond.s to the Underwriter as provided herein sub-
Jeyt to the Bonds being val idated by the superior Court of
the County of Cobb, Georgia.
(c) The information contained in the Official
Statement and in any amendment or supplement that may be
authorized for use by you with respect to the Bonds
(hereinafter c<;)].lectivelY referred to as the "Official
statement"), gel1.eri3.11y and specifically under the headings
"INTRODUCTION", "PURPOSE OF THE SERIES 1989 BONDS", "EXISTING
SYSTE;M", "THE CITY", "LITIGATION", "INFORMATION IN THE
APPENPICES", and "GERT:J:FICATION" , relating to City of Smyrna,
il1.cluding anyfini3.l1.cial or statistical information is, and as
of the Closinsr/'I'ime (hereinafter defined) will be, true and
doe:a not contain and wil.l not contain any untrue statement of
a material fact and does. not omit and will not omit to state
a material fact neces:si3.ry in order to make the statements
made, in light of the circumstances under which they were
made, not misleading.
(qJ. p+,io+,to.the Closing Time, you will have duly
authorized.a.ll-l'lecessa;y action to be taken by you for: (i)
the issuanqea.:nd sal.e of the Bonds upon the terms set forth
herein and. <i.:n< the Bond Resolution and the Official statement;
(ii) the};)as:sasre and approval of the Bond Resolution pro-
viding fO:!::,ithe issuance> of and security for the Bonds; (iii)
the approval of the Official Statement and its use by the
Underwriter in the public Offering and sale of the Bonds and
the execution o~<the Official statement by the Mayor or other
authorized officer'; (iv) the execution, delivery, receipt and
due performance of.. ..this Bond Purchase Agreement, the Bonds,
the Bond Resolution, and any and all such other agreements
and documents i3.:aimay be required to be executed, delivered
and reyeived bYY9p.in order to carry out, give effect to and
consummate the t.ransactions contemplated hereby and by the
Official stateme:nt.;and (v) the carrying out, giving effect
to and consummatipnof the transactions contemplated hereby
and by the Bond ReSOlution and the Official statement. Exe-
cuted counterparts of the Bond Resolution and ten executed
counterparts of the Official Statement will be delivered to
the Underwriter by. you at the Closing Time.
(e) TheJ::'~.<is no action, suit, proceeding, inquiry
or investigation i3.t.. law or in equity or before or by any
court, public boaJ::'d OJ::' pody pending or, to the best of your
knC)wledge, threatened against or affecting you, or, to the
besi::of youJ::' knowl-ed.ge, is there any basis therefor, wherein
an .unfavorable d.ec=i:aion, ruling or finding would adversely
affect the transi3.ci::i(:ll1.:a contemplated hereby or by the Offi-
q:i..i:ll.. statement OJ::' the.. validity of the Bonds, the Bond
R.~s91ution, this.:SondPuJ::'chase Agreement or any agreement or
instJ::'ument to which you a.re a party or by which you are bound
and which is used or contemplated for use in the consummation
2
of the transacti.ons contemplated hereby or by the Offi.ci.al
sta.tement.
(f) The executi.on and deli.very of the Offi.ci.al
statement, thi.s Bond Purchase Agreement, the Bonds, the Bond
Resoluti.on and other agreements contemplated hereby and by
the offi.ci.al statement, and compli.ance wi.th the provi.si.ons
thereof, wi.ll not confli.ct wi.th or consti.tute on your part a
breach of or a default under any agreement, i.ndenture, mort-
gage, lease or other instrument to whi.ch you are subj ect or
by whi.ch you are or may be bound and wi.ll not conflict with
or be i.n vi.olati.on of any existing law, court or administra-
ti.ve regulati.on, rule, decree or order.
(g))'ou have not been noti.fi.ed of any 1 isting or
pr9posed li.sti.l')g by the Internal Revenue Service to the
effect that YOl.1.Clrei:l>bond issuer whose arbitrage certifica-
ti.ons may not be relied upon.
ell) . ~pycertificate si.gned by Cl11.Y of your autho-
ri.zed offi.cers and deli.vered to the Underwriter shall be
deemed a :t:"~l?:pE;l~entat:i.,?n and warranty by you to the Under-
wri.ter as to the statements made therei.n.
(i.) You will send one copy of your audited
ci.al statements annually to the Underwriter upon
request as soon as such financial statements become
able.
finan-
their
avail-
SECTION 2.
PURC~SE, SALE AND DELIVERY OF THE BONDS
-
referred to herei.n, and subject to the terms and conditions
herei.n set forth, at the Closi.ng Ti.me, the Underwriter agrees
to purchase from you and you agree to sell to the Under-
writer, the Bonds at 98.80% of the face amount thereof plus
accrued interest to the date of deli.very.
Payment for the Bonds shall be made by certified or
offi.ci.al bank check or draft i.n federal funds payable to the
order of the Ci.ty of Smyrna, Georgi.a, at the offices of Lex
Jolley & Co., Inc., Atlanta, Georgi.a, at 1.0:30 a.m., local
ti.me, on June 28, 1989, or such other place, time or date as
shall be mutually agreed upon by you and the Underwriter.
The date of such deli.very and payment is herein called the
"Closing Date", and the hour and date of such delivery and
payment is herein called the "Closing Time." The delivery of
the Bonds shall be made in defini.tive form, bearing CUSIP
numbers (provided neither the pri.nting of a wrong number
thereon on any Bond nor failure to print a number thereon
shall consti.tute cause to refuse delivery of any Bond) and
issued to the registered owners thereof. The Bonds shall be
3
ava:ilablefo:re:x~ndnat:ion and packag:ing by the Underwr:iter at
least 24 hours pr:ior to the Closing T:ime.
SECTION 3.
CONDITIONS TO THE UNDERWRITER"S OBLIGATIONS
TheUnq.Ea~;r;it:.er'sobligat:ions hereunder shall be subject
to the due ..PEa;r:t:9rmance:t:>:y you of and compl:iance by you with
:your obl:igat:ipnsandagpEaements to be performed hereunder at
or pr:iOr to the clqs:ing T:ime and to the accuracy of your
p~present~t:ions.~ndWa;rranties contained here:in, as of the
date hereof andPftheclosing Time, and are also subject to
the following cond:itions:
(a) The Bonds and the Bond Resolution shall have been
duly authorized, executed and delivered in the form hereto-
fore approved :t:>y the Underwriter with only such changes
therein as shall be mutually agreed upon by you and the
Underwriter.
(b)
At
(i)
( ii)
(iii)
closing Time, the underwriter shall receive:
The op:inion, in form and substance
satisfactory to the Underwriter, dated as of
the closing Date, of Sutherland, Asbill &
Brennan, Bond Counsel, Atlanta, Georgia, the
form of which is attached hereto as Exhibit
C, and Charles E. camp, Esquire, Cochran,
camp & snipes, Counsel to the City, the form
of which is attached hereto as Exhibit D;
I..egal opinion, in form and substance satis-
f~ctorY to the Underwriter, dated as of the
Closing Date, of sutherland, Asbill & Brennan
with respect to the information contained in
the. Official statement under the headings
"The Series 1989 Bonds", "Security for the
SERIES 1989 Bonds" and "The Bond Ordinance".
A certificate, satisfactory to the Under-
writer, of the City Administrator of the city
ofSmY:J:;"na, dated as of the Closing Date, to
the effect that: (A) you have duly performed
a11 ofyqur obligations to be performed at or
p:J:;"io:J:;" to the Closing Time and that each of
your:J:;"epresentations and warranties contained
he:J:;"ein is true and complete as of the Closing
Time; (B) you have authorized, by all neces-
sar-y a9tion, the execution, delivery, receipt
and dl.l.Ea performance of the Bonds, the Bond
Res;q1u.t:.:ion and any and all such other agree-
ml$!Pts;and documents as may be required to be
ex.eGuted, delivered and received by you in
o:J:;"der to carry out, give effect to and
consummate the transactions contemplated
4
hereby and by the Official statement; (C) no
litigation is pending or to the best of your
knowledge threatened, to restrain or enjoin
the issuance or sale of the Bonds or in any
way affecting any authority for or the
validity of the Bonds, the Bond Resolution or
ygur existence or powers; and (D) the
executiqn, delivery, receipt and due
perfo~gnce of the Bonds, the Bond Resolution
gnd other agreements contemplated hereby and
by the Official statement under the
circumstances contemplated thereby and your
qOmpli<'ince with the provisions thereof will
not.conflict with or constitute on your part
a:preach of or a default under any agreement,
indenture, mortgage, lease or other
instrument to which you are subj ect or by
which you are or may be bound and will not
conflict with or be in violation of any
existing law, court or administrative
regulation, rule, decree or order;
(iv)
A commitment by AMBAC Indemnity Corporation
(AMBAC) or Bond Investors Guaranty Insurance
Corpor<'ition (BIGI) or Municipal Bond Investor
Assurance corporation (MBIA) of a policy of
municipal bond insurance resulting in Aaa/AAA
rating by standard & Poor's Corporation and
Moody's Investors service, Inc. respectively;
(v)
Such additional certificates as the Under-
writer and its coun:;;el may reasonably request
to>evig,ence performance of or compliance with
the provisions hereof and the transactions
con~emplated hereby and by the Official
sta.~ement, all such certificates and other
documents to be satisfactory in form and
substance to the Underwriter.
SECTION 4.
THE UNDERWRITER'S RIGHT TO CANCEL
The underwri'l::~r. shall have the right to cancel the
Underwriter's obliQ"<'it.ion hereunder to purchase the Bonds by
notifying you in writing or by telegram of its election to do
so between the date hereof and the Closing Time, if at any
time hereafter and prior to the Closing Time:
(a) A committee of the House of Representatives or the
Senate of the Congress of the united States of
America (~he "United States") or said House of Rep-
resentatives or Senate shall have pending before it
5
leg.isJ.at.ion .introduced prev.ious to the clos.ing Time,
wh.ich leg.isJ.at.ign, if enacted in its form as intro-
duced or as amended j would, in the Underwr.i ter ' s
sole op.in.ion,<have the purpose or effect of imposing
federal.. .inqC:::I'J:n.e taxat.ion upon revenues or other
.inccllneof the general character to be der.ived by you
or by any s.im.ilar body or upon .interest received on
obJ..igat.iOns of the general character of the Bonds,
or the Bonds, or which, in the Underwriter's sole
opin.ion, materially adversely affects the market
price of the Bonds;
(b) A tentat.ive decision with respect to legislation
shallpereached by a committee of the House of
Represe1'ltat.iVes or the Senate of the Congress of the
Un.ited States or leg.islation shall be favorably
report~c:i by such commi ttee or be introduced, by
amenc:iJll,ent or. otherwise, in or be passed by the House
of Represent.atives or the Senate, or recommended to
the Congress gf the United States for passage by the
p:J:::"es.ic:ient Oftbe United states, or be enacted by the
CongreSs of the united States, or a decision by a
CP1.1:J:::"t <.estaPJ..ished under Article III of the
Consi=.it1.1t.ionof the united States or the Tax Court
oft;he United States shall be rendered, or a ruling,
reg'U,J.ai=.ion or order of the Treasury Department of
the un.ited States or the Internal Revenue Serv ice
shall. ....be made or proposed having, in the
Underwriter's sole op.inion, the purpose or effect of
imposin9,. or any other event shall have occurred
which, .in. the Underwriter's sole opinion, results or
may result in the imposition of, federal income
taxation upon revenues or other income of the
general character to be derived by you or by any
similar.. ... body or upon interest received on
obligat.iPI'ls of the general character of the Bonds,
or the Bonds, or which, in the Underwr.iter's sole
opinion, materially adversely affects the market
price of the Bonds;
(c) Any le9.islation, Resolution, rule or regulation
shall .beintroduced in or be enacted or imposed by
any gover1'lmental body, department or agency in the
State of Georgia, or a decision by any court of
competent jurisdiction within the State of Georgia
shall be :J:::"endered which, in the Underwriter's sole
opinion, materially adversely affects the market
price of tbe Bonds;
Cd) A stop o:t:'der, ruling, regulation or official state-
ment by, or on behalf of, the Securities and
Exchan<;;{$ . <::omm..ission or any other federal or state
governme1'ltal agency having jurisdiction of the sub-
ject matter shall be issued or made to the effect
6
that . the iss1.l(itnce, offering or sale of obligations
of the gene):al character of the Bonds, or the
issuance, offe):.'ing or sale of the Bonds, including
all underlying Obligations, as contemplated hereby
or by the Official Statement, is in violation or
woulg/'be in violation of any provision of the fed-
eral>/pecuritieslaws, the state securities laws, the
Secur>ities Act of 1933, as amended and as then in
effect, or the qualification provisions of the Trust
Indenture Act of 1939, as amended and as then in
effect;
(e) Legisla.tic::m shall be enacted by the Congress of the
Uniteg/States, or a decision by a court established
under Article III of the constitution of the united
statespl':l.all be rendered, to the effect that
obliga.t,:tPDS of the general character of the Bonds,
includiD9 all the underlying obligations, are not
exempt..>>f'!::"olIl registration under or other requirements
of the Securities Act of 1933, as amended and as
then in effect, or the Securities Exchange Act of
1934, as amended and as then in effect, or that the
Bond Eesolution is not exempt from qualification
under or other requirements of the Trust Indenture
Act of 1.939, as amended and as then in effect;
(f) Any event shall have occurred, or information
becomes ~nown, which, in the Underwriter's sole
opinion, makes untrue in any material respect any
statement or information contained in the Official
StatelIleDt, or has the effect that the Official
Stateme;n.1;contains an untrue statement of a material
fact or omits to state a material fact necessary in
ordert.<:>ii1ll.a:ke the statements made, in light of the
circumstances under which they were made, not mis-
leading;
(g) AdditiPDiOtl.1Il.aterial restrictions not in force as of
the date:l:1.""reof shall have been imposed upon trading
in securities.genera11y by a governmental authority
or by any national securities exchange;
(h) The NeW'ipr:k Stock Exchange or other national secu-
rities ~'Xqhange, or any governmental authority,
sha1.1i1ll.pOpe, as to the Bonds or obligations of the
genepa.l . character of the Bonds, any material
restriqi;:.ions not now in force, or increase materi-
ally th9s""inow in force, with respect to the exten-
sion ofC):E;:d~t by, or the charge to the net capital
requirements of, the Underwriter;
A genera.l panking moratorium shall have been estab-
lished by federal, New York or Georgia authorities;
7
(j) A war i.nvolvi.ng the Uni.ted states shall have been
deC1ared,or<3.nY confli.ct i.nvolving the armed forces
of the united states shall have escalated, or any
otheJ:'.".n<:lti.ona1 emergency relating to the effective
operai;:.io:p of government or the financial community
sh<3.11. ..'P.<Ol.ve occurred, which, in the Underwr iter's
s01~9pini.on, mi3,terially adversely affects the mar-
ket price of the Bonds; or
(1) AMBACiBIG::I: or HB::I:A shall withdraw its municipal bond
i.nsurance policy on the Bonds prior to the Closing
Time.
SECTION 5.
Rf;'I?~f;$J1l:til''I.'AT::I:ONS, WARRANTIES AND AGREEMENTS
TO SURV::I:VE DELIVERY
All of YOJ.;l.17J::epresentations, warranties and agreements
sha11 remain oP~17<:lti.ve.and in full force and effect, regard-
l~ss of any inv~ptigatiqns made by the Underwriter on its own
b~half, and shall survive delivery of the Bonds to the
Underwriter.
SECTION 6.
OF EXPENSES
Unless yql..l and the Underwriter otherwise agree, all
expenses an,l cosi;:.s of issuance of the Bonds are to be paid by
the City outo:f Bond proceeds.
SECTION 7. USE OF OFFICIAL STATEMENT
CLVa.L..J..Q-.......,..L.~, '-.L.L'C:i,....~;L..L.;..&;,...........L..:.::;;.....Ji- __~__~....o;"'_......_
tion by the Underwriter in connection with the sale of the
Bonds.
SECTION 8. CONTR::I:BUT::I:ON
If the Underwriter suffers any losses, claims, damages,
liabilities or e:)(:penses reSUlting from litigation against the
Underwriter bYi3.nY owner of any of the Bonds which lawsuit
q:~~;;;;i:;.;ions the <;i.8q:uracy and sufficiency of the Official
S1;:;iatement, th.~<~g(l"'lner in which. the Bonds were issued, and any
legi3,l matters J:'."elating to issuance of the Bonds, then such
losses, claimp,. di3,mages, liabili.ties or expenses shall be
shared by theicity and the Underwriter in accordance with the
re.lative fal..llt o:f the parties. The relative fault shall be
deter~ined by re:ferenq:e to, among other things, whether the
untrv~.. or i3,LI,;eged untrue statement of a material fact relates
tq in.:t:ormation suppligd by the City or the Underwriter and
th~pi3,J:'."ties' relative intent, knowledge, access to informa-
tiol'l, and opportuni.i:;.yto correct or prevent such statement or
omission. ::I:f relatiye fault cannot be determined, then the
city and t'P.e underwrit~r shall share in such losses in such
proportion as is appropriate to reflect the relative benefits
8
received by.tll~City and the Underwrit~r, respectively, from
q:e:eering of the Bonds. The relative benefits received by the
City and the tJnderwriter, respectively, shall be deemed to be
in the same proportion as the total proceeds from the of-
:ee:ring (befo:rEi'\.. .g.Ei'\ducting issuance costs and expenses other
than underw:rii:;.in.<;J"disC91,lnts anq commissiol'ls) received by the
City on t'heon~'hand b.e\ar to the total underwriting discounts
and commissions received by the Underwriter on the other
hand.
SECTION 9. NOTICE
~ny notice or other communication to be given to you
under this Agre~ment may be given by mailing or delivering
the same in writing to Mr. John Patterson, city Manager of
tl1.eCity of Smyrna, City Hall, Smyrna, Georgia 30081 and any
notice or ot'he:rcomml.1nic.ation to be given to the Underwriters
unqer this ~<;J":r~e:ment m.ay be given by delivering the same to
Gordon K. M9.:rtin, President, Lex Jolley & Co., Inc., suite
4500, 34 Peacl1.tree street, Atlanta, Georgia 30303.
SECTION :J..() ..Al?PLICABLELAW; NONASSIGNABILITY
This }\greement shall be governed
state of Georgia . This Agreement shall
you.
by the
not be
laws of the
assigned by
SECTION 1.1.. EXECUTION OF COUNTERPARTS
This Agreement may be executed in several counterparts,
each of which Sllg;I.;I. be regarded as an original and all of
which shall constitute one and the same document.
Very truly yours,
LEX JOLLEY & CO.
INC.
By
President
Accepted/as of the.date
first above written
CITY OF SMYRNA
A. Max Bacon, Mayor
9
underwriter of Bonds
Lex Jolley & Co., Inc.
Exhibit A
to
Bond Purchase Agreement
Principal Amount
$3,510,000
Exhibit B
to
Bond Purchase Aqreement
$3,510,000
Series 1989 Bonds
Maturitv
Principal
Amount
Interest
Rate
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
$280,000
275,000
290,000
305,000
335,000
350,000
380,000
405,000
430,000
460,000
6.60%
6.70
6.75
6.80
6.85
6.90
6.95
7.00
7.00
7.00
Exhibit C
(Legal Opi.nion
of Sutherland, Asbill & Brennan)
[TO COME]
Exhibit D
(Legal qpipion of Charles E. Camp
(Letterhead of Cochran, Camp & Snipes)
Lex Jolley & Co., Inc.
34 Peachtree st. suite 2500
Atlanta, Georgia 30303
Suth.erland, AspiJ..J..& Brennan
3100 First Atlanta Tower
Atlanta, Georgia 30383
Gentlemen:
This opipi9P is being rendered to you in connection with
the issuance pyth.e city of Smyrna, Georgia (the "city") of
its Water apd Sewerage Eevenue Refunding Bonds, Series 1989
(the "Bonds") in the aggregate principal amount of
$3,535,000. T};le Bonds have been issued and delivered pur-
suant to and ip>accordance with provisions of a Bond Resolu-
tion adopted by the City on May 25, 1989 (the "Bond
Resolution") .
As counsel to the City and in connection with the
issuance of the Bonds, we have examined such records and
documents as are necessary in order to render this opinion.
Based on our examination, it is our opinion that:
1. The city.is a duly organized and existing political
subdivision under the Constitution and laws of the
State of Georgia.
2. The Bond Resolution was duly adopted by the City on
~ay 25, in accordance with O.C.G.A. 36-82-63 and is
ln fuIl force and effect in the form in which it
was adopted.
I..~;){.:rolleY&Gq., Inc.
S~~berland, Asbill & Brennan
Pgge Two
3. Tp.eaq,PlPtionby the City of the Bond Resolution and
1:;.he . Jperforlngnge by the city of its obligations
tbere~nder, do not and will not violate any provi-
sion of the Constitution, laws or regulations of
the state of Georgia and are not and will not be in
conflict with any provisions of any charter, by-
laws, Resolution or Resolution of the City and do
not and will not cause any default by the City
under any other agreement to which the City is a
party.
4. No lit:igation of any nature is now pending, or to
our <knowledge, threatened, which seeks to or does
restrain or enjoin the issuance or delivery of the
Bongs or the levy or collection of any utility
Chgrges or feeS to pay the interest on or principal
of the Bonds, or in any manner questions the
aL!.tbpri1:;.y or proceedings for the issuance of the
&OIlCls>>or for the collection of said utility charges
or fees , or affects the validity of the Bonds or
1:;.becollection of said utility charges or otherwise
affects the transactions contemplated by the
issuance and delivery of the Bonds.
Sincerely,
SUTHERLAND, ASBILL & BREN NA N
3100 FIRST ATLANTA TOWE:R
ATLANTA, GEORGIA 30383-3001
CASU;:::.; SUTAB ATLANTA
TELECOPlf:::R: (404) 658-8914-
TELEX: 54-2672
(404) 658-8700
1275 PENNSYLVANIA AVENUE, N.W.
WASHINGTON. D.C. 20004-2404-
(202) 383--0100
June 28, 1989
Mayor and Council
City of Smyrna, Georgia
Re: $3,510,000 City of Smyrna (Georgia) Water and
Sewerage Revenue Refunding Bonds, Series 1989
Ladies and Gentlemen:
examined a certified copy of the validation
judgment of validation entered on June 19, 1989,
of the Mayor and Council of the City of Smyrna
May 25, 1989 (hereinafter referred to as "said
ordinance" , the Esc;t:Ow Deposit Agreement entered into by and
between the city and Trust Company Bank, Atlanta, Georgia
(hereinafter referred to as "Escrow Agent"), the law and other
documentE;re1ating to the City of Smyrna Water and Sewerage
Revenue Refunding Bonds, Series 1989 (hereinafter sometimes
referred to as "Series 1989 Bonds") in the aggregate principal
amount of!$3,510,000. Said Series 1989 Bonds are fully
registeredbqnds without coupons, dated June 1, 1989, in the
denomina,i;:i;on of $5,000 or a,ny integral multiple thereof,
tra,nsfera,bleto subsequent owners as therein provided, bearing
interest from date at the rate per annum set forth below
opposite each. principal maturity, all interest payable
January 1, 1990 and semi-annually thereafter on the 1st days of
January and July in each year, and the principal maturing on
the 1st day of July, in the years and amounts, as follows:
Year Amount Rate Year Amount Rate
1995 $280,000 6.60% 2000 $350,000 6.90%
1996 $275,000 6.70% 2001 $380,000 6.95%
1997 $290,000 6.75% 2002 $405,000 7.00%
1998 $305,000 6.80% 2003 $430,000 7.00%
1999 $335,000 6.85% 2004 $460,000 7.00%
The Series 1989 Bonds are subject to redemption prior to
their respective maturities as stated in the text of the Series
1989 Bonds and in the manner and upon the terms set forth in
said ordinance.
The Series 1989 Bonds are being issued under authority of
Constitution of the State of Georgia and the Revenue Bond
(Title 36, Chapter 82, Article 3 of the Official Code of
ia Annotated, as amended), and pursuant to that certain
adopted by the Mayor and Council of the City of
Mayor and Council
City of Smyrna
Page 2
Smyrna on October 4, 1984, as ratified, reaffirmed, broadened
and extended by that certain ordinance of August 4, 1986 and
said ordinance, for the purpose of providing funds to be
applied toward the cost of refunding by redemption and payment
the City of Smyrna Water and Sewerage Revenue Bonds, Series
1984, maturing on and after July 1, 1996, and now outstanding
in the aggregate principal amount of $2,900,000, and to pay all
expenses necessary to accomplish the foregoing.
A portion of the proceeds derived from the sale of the
Series 1989 Bonds is being deposited with the Escrow Agent and
is being used and applied, together with funds to be
contributed by the City, simultaneously with the issuance and
delivery of said Series 1989 Bonds, to pay the cost of
acquiring certain direct obligations of the United States of
America and to provide an initial cash balance, all of which
direct obl tions and said cash will be held, supervised,
maintained and administered pursuant to the terms of said
Escrow Deposit Agreement. Under the provisions of said Escrow
Deposit Agreement the initial cash and the principal of and
interest on all of said direct obligations so deposited with
the Escrow Agent will be applied on the dates, in the amounts,
and to the extent required by said Escrow Deposit Agreement to
refund all of the City's Water and Sewerage Revenue Bonds,
Series 1984, maturing on and after July 1, 1996, now
outstanding in the aggregate principal amount of $2,900,000
(hereinafter referred to as "Refunded Bonds") by redemption and
payment, all as authorized and provided in said ordinance.
We are relying solely on the opinion of Deemer Davidson
Carter Higgins PC, Certified Public Accountants, that the
principal of and interest on said direct obligations deposited
in trust with the Escrow Agent are scheduled to mature in
amounts and at times to provide funds, which together with said
cash, will be sufficient to refund all of the Refunded Bonds by
paying the principal amount thereof, the premium, and the
interest thereon until the redemption date, all as provided in
said Escrow Deposit Agreement. Thus, provision having been
duly and legally made for the payment in full of said Refunded
Bonds, same are no longer outstanding and the lien on the net
revenues of the City's water and sewerage system as security
for the payment of the Refunded Bonds has been fully and
completely discharged.
The City, pursuant to the ordinance adopted October 4,
1984, has heretofore issued and delivered $4,375,000 principal
amount of Water and Sewerage Revenue Bonds, Series 1984 (the
"Series 1984 Bonds") and provision was made in the ordinance
for the issuance upon certain terms and conditions of
additional bonds ranking on a parity as to lien on the net
Mayor and Council
City or Smyrna
Page 3
revenues of the system with the Series 1984 Bonds. The City
met those terms and conditions of the ordinance of October 4,
1984 and pursuant to the ordinance adopted August 4, 1986 has
heretorore issued and delivered $1,500,000 principal amount of
Water and Sewerage Revenue Bonds, Series 1986 (the "Series 1986
Bonds") ranking on a parity with the Series 1984 Bonds. The
Series 1989 Bonds have been issued in accordance with the terms
and conditions of the ordinances of October 4, 1984 and
August 4, 1986 and rank on a parity with the Series 1984 Bonds
(excluding the Refunded Bonds) now outstanding in the principal
amount of $1,080,000 (hereinafter referred to as "Outstanding
Series 1984 Bonds") and the Series 1986 Bonds now outstanding
in the principal amount of $1,450,000. The ordinance of
October 4, 1984, as ratified, reaffirmed, broadened and
extended by the ordinance of August 4, 1986 and said ordinance,
provides that additional bonds may be issued from time to time,
under certain terms and conditions, ranking pari passu as to
lien on the net revenues of the water and sewerage system with
the lien enjoyed by the Outstanding Series 1984 Bonds, the
Series 1986 Bonds and the Series 1989 Bonds.
The Series 1989 Bonds shall not be deemed to constitute a
debt of the City of Smyrna, nor a pledge of the faith and
credit of said City, and the City is not subject to any
pecuniary liability thereon, and no owner of any of the Series
1989 Bonds shall ever have the right to compel the exercise of
the taxing power of the City to pay the same, or the interest
thereon, or to enforce payment thereor against any property of
the City, nor shall the Series 1989 Bonds constitute a charge,
lien or encumbrance, legal or equitable, upon any property of
the City other than the revenues of the water and sewerage
systemm as now existent and as hereafter added to, extended,
improved and equipped, pledged to the payment of the Series
1989 Bonds and the interest thereon.
We express no opinion with respect to the accuracy,
completeness or sufficiency of the Official Statement, nor any
opinion as to compliance by the City or the underwriters of the
Series 1989 Bonds with any federal or state statute, regulation
or ruling with respect to the sale or distribution of the
Series 1989 Bonds.
In rendering our opinion that the interest on the Series
1989 Bonds is excluded from gross income for federal income tax
purposes, we have relied as to questions of fact material to
our opinion upon certificates and certified proceedings of
public officials, including officials of the City, and
representations of the City with respect to the use of the
Bonds. and the nature and use of the
or . refinanCeo.> thereby without
same by independent investigation.
in said ordina.nce that it will
, intentionally use any
Series 1989 Bonds to acquire
or to replace funds which were used
acquire higher yielding investments,
se permitted by Section l48 of the
of 1986, as amended (the "Code"). In
forth in paragraph (e) below, we have
of~aynes .& Miller, Washington,
, as to the matters set forth therein,
iance by the with the above-
riesl989 Bonds are not "arbitrage
of Section 148(a) of the Code; and
are not an issue described in
l49(d)(4) of the Code.
an executed and registered Series
the opinion that:
Bond Law Chapter 82,
icial Code of Annotated, as
said ordinance provio.es for
rates and cOllecting fees and
ices, facilities and commodities
and sewera<;;1e system to the extent
sufficient.. funds to pay the
ry cost of operating, repairing and
, including any contractual
rtainin9it::l:J,ereto, to make the
fund desi.9nated "Ci ty of Smyrna
tem S:i.nking Fund" (the "S:i.nk:i.ng
red to the princ:i.pal of and
Bonds, the Series
add:i.t:i.onal bonds
as the same become
by proceed:i.ngs for
ma:i.ntain a reserve
account designated as "Debt
held with said Sinking Fund, as
and maintain a reserve for extensions
to the system.
created.on the net revenues derived
of the.water and sewerage system
of the principal of and interest on
ies 1984 Bonds, the Series 1986 Bonds
and Council
of Smyrna
5
constitutes a first or prior
to any heretofore made or that may
that the City may issue, from
certa~n~erms and conditions as
of October 4, 1984, as ratified,
and extended by the ordinance of
said ordinance, additional bonds or
issQ.ed, sa.id bonds shall enjoy a lien
of sa.Ld system as security for the
interest thereon of equal rank and
liensecu.r ing the payment of the
1984 Bonds, the Series 1986 Bonds and
1989 Bonds are valid special
City of Smyrna accordance with the
solely from revenues produced
rage system of said City, including
andirnprovements thereto, from the
includ.ingtne Debt Service Reserve
which said Sinking Fund, by the
4, as ratified, reaffirmed,
inance of August 4, 1986
to and char with the
the Lnterest on the
the Series 1986 Bonds, the
ty ob1~gations therewith
s of October 4, 1984
ordinance.contain reasonable
in accordance with the law in
ion, improvement, maintenance, repair
said water and sewerage system.
t on ries 1989 Bonds is exempt
taxation within the State of Georgia.
on the above-described opinion of
assuming compliance by the City with
cove.nant, based on existing statutes,
and court decisions, interest on the
i) is excluded from gross income for
purposes and (ii) is not an item of tax
es of the federal alternative minimum
and corporat provided,
that with t to
federal tax purposes)
account ermining
ed current earnings for
17 31, 989) for the
al alternative minimum tax
1
We
s no opinion
arising with
Very truly yours,
SUTHERLAND, ASBILL & BRENNAN
NOTICE OF CALL FOR REDEMPTION
C%TY OF SMYRNA, (GEORGIA)
WATER AND SEWERAGE REVENUE BONDS,
SERIES 1984
NOTICE;cSHE:R;E'BY <;:riven to the owners of the following
describedW,ai:;erandSewerage Revenue Bonds of the City of
Smyrna, Geor9ia, that said bonds have been called for
redemption opJuly 1,:1995, said bonds being in the aggregate
principalarnOtl.ptof$2,900,000 known as "City of Smyrna Water
and Sewerage Revenue. Bonds, Series 1984", dated October 1,
1984, bearing interest from date at the rate per annum set
forth below opposite each principal maturity, all interest
payable JanU"",FY 1,1985 and semi-annually thereafter on the 1st
days of Jan\J.ary and July in each year, and the principal
maturing on the 1st day of July, in the years and amounts, as
follows:
Year
1996
1997
1998
Rate
9.60%
9.75%
9.90%
Year
1999
2000
2004
Amount
$ 285,000
$ 310,000
$1,600,000
Rate
10.00%
10.10%
10.375%
reqemption and payment of said bonds and the
the>!:'eon to July 1, 1995 and the required 2%
avai:1able at Trust Company Bank, Atlanta,
1, 1995, and said above described bonds should
said<bank for redemption and payment on said
on the above described bonds designated for
cease to accrue after the redemption date.
This noti..ceisgiven under and pursuant to an ordinance of
the Mayor and Council of the City of Smyrna adopted on the 25th
day of May, 1989.
Attest:
E A L)
INCUMBENCY CERTIFICATE
I, Melinoa Dameron, Clerk of the City of Smyrna, Georgia,
DO HEREBY CERTIFY:
1. The following is a correct list of the names of the
officers of the City of Smyrna who now hold said offices, the
dates of their election or appointment, and the dates of the
beginning and ending of their terms of office.
Dameron,
DATE OF DATE OF
ELECTION OR COMMENCEMENT DATE OF END
APPOINTMENT OF TERM OF TERM
Month lli!Y Year Month Day Year Month Dav Year
11/3/87 1/4/88 1/6/92
11/3/87 1/4/88 1/6/92
11/3/87 1/4/88 1/6/92
11/3/87 1/4/88 1/6/92
11/3/87 1/4/88 1/6/92
11/3/87 1/4/88 1/6/92
11/3/87 1/4/88 1/6/92
1/4/88 1/4/88 1/6/92
A. Max Bacon,
Mayor
Bop .Davis,
Councilman
James M. Hawkins,
Councilman
Kathy Jordan,
Councilwoman
Wade Lnenicka,
Councilman
Bill Scoggins,
Councilman
Jack Shinall,
Councilman
Al the foregoing officers have duly filed their
office, and each of them legally required to give bond
taking haS
led such bond or undertaking in form and
as required by law, and has otherwise duly qualified and
each is the acting officer holding the respective office
immediately following his or her name.
3. The governing body of the City is known as the Mayor
and Council of the City of Smyrna and said governing body meets
in regular on on the 1st and 3rd Monday of each month at
7:30 P.M.
4. The official seal of the City, being the only seal
used in the execution of bonds, certificates, notes and
contracts, is the seal which impression is affixed opposite my
ture upon s certificate.
WITNESS my hand and the official seal of the City of
na, Geo this the 28th day of June, 1989.
E A
* * * * * *
I A. Max Bacon, Mayor of the City of Smyrna, Georgia, do
hereby certify that Melinda Dameron has been duly appointed and
is now Clerk of the City of
- 2 -
CERTIFICATE RESPONSIVE TO
SECTION 3(b)(iii) OF THE BOND PURCHASE AGREEMENT
I, John Patterson, City Administrator of the City of
Smyrna, Georgia, do hereby certify that:
(A) Capitalized
terms used herein have the meanings assigned to them in the
Bond Purchase Agreement between the City of Smyrna and the
underwriters named in Exhibit A thereto dated May 22, 1989;
(B) the City has duly performed all of its obligations to be
performed at or prior to the Closing Time and each of the
City's representations and warranties contained in the Bond
Purchase Agreement is true and complete as of the Closing
Time; (C) the City has authorized, by all necessary action,
the execution, delivery, receipt and due performance of the
Bonds, the Bond Resolution, and any and all such other
agreements and documents as may be required to be executed,
delivered and received by the City in order to carry out,
give effect to and consummate the transactions contemplated
by the Bond Purchase Agreement and by the Official Statement;
(D) no litigation is pending, or to the best of my knowledge
threatened, to restrain or enjoin the issuance or sale of the
Bonds or in any way affecting any authority for or the
validity of the Bonds, the Bond Resolution or the existence
or powers of the City; (E) the execution, delivery, receipt
and due performance of the Bonds, the Bond Resolution and
other agreements contemplated by the Bond Purchase Agreement
and by the Official Statement under the circumstances
contemplated th.ereby and the City's compliance with the
provisions thereof will not conflict with or constitute on
the City's part a breach of or a default under any agreement,
indentur mortagage, lease or other instrument to which the
City is subject or by which the City is or may be bound and
will not conflict with or be in violation of any existing
law, court or administrative regulation, rule, decree or
order.
witness my hand this the 28th day of June, 1989.
RECEIPT FOR SERIES 1989 BONDS
The
gned duly authorized representative of Lex
-Jolley & Co
Inc. hereby acknowledges that, as designated
representative of the original purchasers, I have this day
received from the Bank South, N.A., Atlanta, Georgia, as Bond
Registrar, $3,510,000 aggregate principal amount of City of
Smyrna Wate~and Sewerage Revenue Refunding Bonds, Series
1989, dated June l, 1989, in the form of fully registered
bonds withqut coupons, transferable to subsequent owners as
thereinplCovided,bearing interest from date at the rate per
annum set forth be~ow opposite each principal maturity, all
interest payable January 1, 1990 and semi-annually thereafter
on the 1st days
January and July in each year, and the
pricn
uring on the 1st day of July, in the years and
amount
follows:
Year
1995
1996
1997
1998
1999
Amount
$28(),OOO
$:275,000
$2~O,OOO
$305,000
$335,000
WITNESS my hand this the 28th day of June, 1989.
Rate Year Amount Rate
6.60% 2000 $350,000 6.90%
6.70% 2001 $380,000 6.95%
6.75% 2002 $405,000 7.00%
6.80% 2003 $430,000 7.00%
6.85% 2004 $460,000 7.00%
LEX JOLLEY & CO., INC.
By
OFFICER'S CERTIFICATE--BOND REGISTRAR
As to Authentication and Registration
and as to Receipt of Blank Bonds
chael F. Kemp, Assistant Vice President of Bank
N.A., Atlanta, Georgia (the "Bank"), Bond Registrar for
the $3,5l0,aO~ aggregate principal amount of City of Smyrna
Water and Sewerage Revenue Refunding Bonds, Series 1989 (the
), consisting of fully registered bonds without
ing interest from date at the rates per annum and
i
maturing on the dates and in the amounts as set
in the schedule attached hereto and marked "Schedule A,"
do hereby certify, as follows:
(1) That $3,510,000 aggregate principal amount of the
Bonds have been duly registered in the name of the owner and a
record thereof was duly made in the Bond Registration Book
kept by the Bank for such purpose.
signatory of the Bank by the manual execution of
the
e of Authentication and Registration thereon.
That said Bonds in the aggregate principal amount
of
were delivered this day to Lex Jolley & Co.,
Inc., Atlanta, Georgia, the original purchasers of the Bonds.
(4) That the Bank has received 950 blank Bonds duly
executed on behalf of the City of Smyrna, together with the
of validation pertaining thereto duly executed by
Superior Court of Cobb County, for use by the
ng the delivery of the Bonds on this date and
the sUbsequent registration of transfer and exchange of the
BOnds, all as is provided in the ordinance adopted by the
Mayor and Council of the City of Smyrna on May 25, 1989
atJ.t:l1orizing the issuance of the Bonds.
(5) That the Bank has received each of the documents
specified in the Registrar and Paying Agency Agreement,
entered into by and between the Bank and the City of Smyrna,
dated as of June 22, 1989.
WITNESS my hand and the official seal of Bank South,
N. , Atlanta, Georgia, this the 28th day of June, 1989.
BANK SOUTH, N.A.
Atlanta, Georgia
(S E A L)
-2-
SCHEDULE "A"
$3,510,000 City of Smyrna (Georgia) Water and Sewerage
Revenue Refunding Bonds, Series 1989, dated June 1, 1989, in
the form of fully registered bonds without coupons,
transferable to subsequent owners as therein provided, bearing
interest from date at the rate per annum set forth below
opposite each principal maturity, all interest payable
January 1, 1990 and semi-annually thereafter on the 1st days
of January and July in each year, and the principal maturing
on the 1st day of July, in the years and amounts, as follows:
Year Amount Rate Year Amount Rate
1995 $280,000 6.60% 2000 $350,000 6.90%
1996 $275,000 6.70% 2001 $380,000 6.95%
7 $290,OQO 6.75% 2002 $405,000 7.00%
98 $3Q5,000 6.80% 2003 $430,000 7.00%
1999 $335,000 6.85% 2004 $460,000 7.00%
RECEIPT OF PAYMENT FOR BONDS
GEORGIA, COBB COUNTY
The undersigned, officials of the City of Smyrna, hereby
acknowledge receipt of payment from the purchasers of the
$3,510,000 aggregate principal amount of City of Smyrna Water
and Sewerage Revenue Refunding Bonds, Series 1989, dated
June 1, 1989, (the "Series 1989 Bonds"), said proceeds so
received being:
Principal Amount
$3,510,000.00
Less Discount
42,120.00
$3,467,880.00
Plus Accrued Interest
from June l, 1989 to
date of delivery
18,103.31
Total
$3,485,983.31
same be~ng the full and complete purchase price of said
Series 1989 Bonds authorized pursuant to the ordinance of the
Mayor and Council of the City of Smyrna adopted on May 25,
1989.
The proceeds so received have been applied as follows:
(a) The sum of $3,386,000 has been deposited in trust
with the Trust Company Bank, Atlanta, Georgia, the Paying
Agent Bank for the City of Smyrna Water and Sewerage Revenue
Bonds, Series 1984 (the "Series 1984 Bonds") and shall be
and applied toward the cost of refunding on July 1, 1995
all of said Series 1984 Bonds maturing on and after July 1,
1996 and. now outstanding in the principal amount of
$2,900,000 and to pay certain expenses incident thereto, all
pursuant to the terms and provisions of that certain Escrow
it Agreement of even date herewith between the City and
id Bank, as Escrow Agent, all as authorized and provided
for in said ordinance of May 25, 1989;
(b) The sum of $18,103.31 has been deposited with the
Trust Company Bank of Cobb County, N.A., Smyrna, Georgia, as
Custodian of the "City of Smyrna Water and Sewerage System
Sinking Fund" and credited to the special account designated
as the "Debt Service Account" to be used and applied toward
the payment of interest on the Series 1989 Bonds coming due
January 1, 1990;
(c) The sum of $23,500 representing the premium on the
Municipal Bond Guaranty Insurance Policy issued with respect
to the Series 1989 Bonds and the Standard & Poor's
Corporation Rating Fee have been paid to the proper party;
and
(d) The sum of $58,380 has been retained by the
original purchasers of the Series 1989 Bonds to be used and
applied on behalf of the City to the payment of the costs and
expenses incurred in connection with the overall undertaking.
IN WITNESS WHEREOF, we have hereunto affixed our
signatures and the official seal of the City of Smyrna,
Georgia, this the 28th day of June, 1989.
Mayor, City of
Smyrna, Georgia
(8 E A L)
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AUTHENTICATION ORDER
Bank South,
Corporate
Atlanta,
Re: $3,510,000 City of Smyrna (Georgia)
Water and Sewerage Revenue Refunding Bonds,
Series 1989
Gentlemen:
The City of Smyrna, acting by and through the Mayor and
Council of the City of Smyrna, has sold the above-captioned
bonds to Lex Jolley & Co., Inc., Atlanta, Georgia Atlanta,
Georgia (the "original purchasers") and the undersigned on
behalf of the City has caused said bonds, as described in
"Schedu1.e A" attached hereto and by this reference thereto
made a part hereof, to be delivered to you, as Bond Registrar
for said Series 1989 Bonds, and you are hereby authorized and
directed to register and authenticate said Series 1989 Bonds
as requested by the original purchasers and thereafter
deliver said bonds to the designated representative of said
original purchasers upon advice that payment has been duly
made therefor.
WITNESS my hand this 28th day of June, 1989.
SCHEDULE "A"
$3,510,000 City of Smyrna (Georgia) Water and Sewerage
Revenue Refunding Bonds, Series 1989, dated June 1, 1989, in
the form of fully registered bonds without coupons,
transferable to subsequent owners as therein provided, bearing
interest from date at the rate per annum set forth below
opposite each principal maturity, all interest payable
January 1, 1990 and semi-annually thereafter on the 1st days
of January and July in each year, and the principal maturing
on the 1st day of July, in the years and amounts, as follows:
Year Amount Rate Year Amoun t Rate
1995 $280,000 6.60% 2000 $350,000 6.90%
1996 $275,000 6.70% 2001 $380,000 6.95%
1997 $290,000 6.75% 2002 $405,000 7.00%
1998 $305,000 6.80% 2003 $430,000 7.00%
1999 $335,000 6.85% 2004 $460,000 7.00%
EXECUTION, SIGNATURE AND NO-LITIGATION CERTIFICATE
We, the undersigned, being officers of the City of
Smyrna, Georgia, as indicated by the official titles opposite
our respt;!ctive signatures, DO HEREBY CERTIFY that the
hereinafter described bonds have been officially executed by
r of the City of Smyrna by use of his facsimile
ure and attested by the Clerk by the use of her
facsimile signature and a facsimile of the official seal of
the City of Smyrna has been imprinted on each of said bonds,
same be~ng $3,510,000 principal amount of revenue bonds,
designated "CITY OF SMYRNA WATER AND SEWERAGE REVENUE
REFUNDING BONDS, SERIES 1989" (hereinafter sometimes referred
to as "Series 1989 Bonds"), dated June 1, 1989, in fully
registered form without coupons, transferable to subsequent
owners as therein provided, in the denomination of $5,000 or
any integral multiple thereof, bearing interest from date at
the rate per annum set forth below opposite each principal
rity, all interest payable January 1, 1990 and semi-
annually thereafter on the 1st days of January and July in
each year, and the principal maturing on the 1st day of July,
in the years and amounts, as follows:
Year Arrloun t Rate Year Amount Rate
1995 $280,000 6.60% 2000 $350,000 6.90%
1996 $275,000 6.70% 2001 $380,000 6.95%
1997 $290,000 6.75% 2002 $405,000 7.00%
1998 $305,000 6.80% 2003 $430,000 7.00%
1999 $335,000 6.85% 2004 $460,000 7.00%
WE FURTHER CERTIFY that the facsimile signatures of the
and Clerk of the City of Smyrna as the same appear on
the bonds are true and accurate facsimile signatures and we
hereby authorize.. their use on said Series 1989 Bonds.
WE FURTHER CERTIFY that the facsimile seal of the City of
Smyrna which is printed on each of the Series 1989 Bonds is a
true and accurate facsimile of the official seal of the City
or Smyrna and that it is the same seal as that impressed on
this Certificate.
WE FURTHER CERTIFY that the Mayor and Clerk of the City
or Smyrna are authorized to and have duly executed and
delivered the Escrow Deposit Agreement, dated June 28, 1989,
by and between the City of Smyrna and the Trust Company Bank,
Atlanta, Georgia, to said Bank.
WE FURTHER CERTIFY that no litigation of any kind is now
pending or threatened, either in state or federal courts,
restrainLng or enjoining the issuance or delivery of said
Series 19S9 Bonds, or any proceedings of any kind questioning
the authority under which said bonds are issued, or the terms
and conditions of the ordinance adopted May 25, 1989
authorizing the issuance and delivery of the Series 1989
Bonds, or affecting the validity of said Series 1989 Bonds; or
in any mariner questioning the prescribing or charging by said
City of fees and charges for services, facilities and
commodities furnished by the City's water and sewerage system
surficient to provide for the payment of the principal of and
interest on the Series 1989 Bonds as same become due and
- 2 -
either at maturity or by proceedings for mandatory
ion; that neither the existence of said City nor the
titles of the present officers to their respective offices are
being contested; and that no authority or proceedings for the
issuance of said Series 1989 Bonds have been repealed, revoked
or rescinded.
WE FURTHER CERTIFY that none of the revenues derived or
to be derived from the ownership and operation of the water
and sewerage system of the City have been pledged or
hypothecated in any manner or for any purpose other than as
provided and set forth in the ordinance of the Mayor and
Council of the City of Smyrna adopted May 25, 1989 ratifying,
reaffirming, broadening and extending those certain ordinances
of October 4, 1984 and August 4, 1986, and authorizing the
issuance of the $3,510,000 principal amount of Water and
Sewerage Revenue Refunding Bonds, Series 1989, and said Series
1989 Bonds have as security for the payment thereof a lien on
all, or so much as may be necessary, of the net revenues of
the City's water and sewerage system remaining after the
payment of the reasonable and necessary costs of operating,
repairing and maintaining said system, including the payment
of any contractual obligations incurred pertaining to the
operation of said system, ranking on a parity with the lien
created on said net revenues securing the payment of the
City's Ser 1984 Bonds heretofore issued pursuant to said
ordinance of Octobe~ 4, 1984 maturing on or prior to
January 1, 1995 and now outstanding in the aggregate principal
- 3
amount of $1,080,000, and the City's Series 1986 Bonds
tofore issued pursuant to said ordinance of August 4, 1986
outstanding in the aggregate principal amount of
,000, which lien constitutes a first or prior lien on
t revenues of said system, all as more fully set forth
in said ordinance of May 25, 1989.
WITNESS our hands and the official seal of the City of
Smyrna, Georgia, this the 28th day of June, 1989.
OFFICIAL TITLE
EXPIRATION OF TERM
Mayor, City of
Smyrna, Georgia
1/6/92
Clerk, City of
Smyrna, Georgia
1/6/92
(S E A L)
* * * * * * *
I~ C. Stephenson. Clerk of the Superior Court of Cobb
. Georgia. DO HEREBY CERTIFY that the certified copy of
the record of the proceedings to validate the $3,510,000
principal amount of the City of Smyrna Water and Sewerage
Revenue Refunding Bonds, Series 1989, in the case of the State
of Georgia vs. City of Smyrna, Civil Action File Number
8913
in the Superior Court of Cobb County, which copy
of the record bears a certificate dated the 19th day of June,
1989, constitutes a true and correct copy of all proceedings
in said case, and that no proceedings of any kind questioning
- 4 -
the issuance or sale of said bonds or the judgment validating
the same have been filed.
I FURTHER CERTIFY to the accuracy of the following certi-
ficate and consent to its use, along with a facsimile of my
signature, on each of the bonds:
STATE OF GEORGIA
COUNTY OF COBB
The undersigned Clerk of the Superior Court of Cobb
county, State of Georgia, DOES HEREBY CERTIFY that this bond
was validated and confirmed by judgment of the Superior Court
of Cobb County, Georgia, on the 19th day of June, 1989, and
that no intervention or objection was filed in the proceedings
validating same and that no appeal from said judgment of
validation has been taken.
WITNESS my facsimile signature and seal of the Superior
Court of Cobb County, Georgia.
s/Jay C. Stephenson
Clerk, Superior Court
Cobb County, Georgia
and I have.~aused a facsimile of the official seal of the
Superior Court of Cobb County to be imprinted on each of said
Seriesl.989 Bonds.
WITNESS my hand and official seal of the Superior Court
of Cobb County, Georgia, this the 28th day of June, 1989.
~c.
Clerk, Su rior Court
Cobb County, Georgia
(S E A L)
* * * * * *
- 5 -
hereby certify that the signatures of the above and
ing subscribed officers are true and genu'ne.
A L)
- 6 -
CERTIFICATE AS TO USE OF PROCEEDS
AND QUALIFIED TAX-EXEMPT OBLIGATIONS
In connection with the issuance of the $3,510,000
aggregatept'incipal amount of City of Smyrna Water and
rage Revenue Refunding Bonds, Series 1989 (the "Bonds"),
the undersigned does hereby certify as follows:
1. He Ls City Administrator of the City of Smyrna and as
such is familiar with the operation and use of the existing
water and sewerage facilities of the City of Smyrna.
2. The proceeds to be derived from the sale of the Bonds
(excluding moneys to be used to pay expenses in connection
with the issuance and delivery of the Bonds) are to be used
to proviae funds to be applied toward the cost of refunding
by redemption and payment all of the City of Smyrna Water and
Sewerage Revenue Bonds, Series 1984, maturing on or
subsequent to July 1, 1996 and now outstanding in the
aggregate principal amount of $2,900,000, all as more fully
set forth in the ordinance adopted May 25, 1989 authorizing
the issuance of the Bonds.
3. The City's water and sewerage system as now existent
and as hereafter added to extended, improved and equipped
(the U$ystemU) is now and will be owned, operated and
maintained by the City.
4.
The System serves the general public.
No portion of
the services and facilities provided by the System are made
available to anyone user, or limited group of users, on a
basis other than on the same basis as such services and
facilities are made available to the general public,
recogniaing that the rates, fees and charges for such items
may vary among reasonable classifications of users and the
services and facilities provided by the System.
5. There are no output or take-on-pay contracts with any
private persons or entities with respect to the System's
services, facilities or commodities.
6. No portion of the System is or will be leased to any
private persons or entities.
7. No portion of the System is subject to any management
contract with a private person (other than as an employee of
the City) or entity.
8. In the ordinance adopted May 25, 1989 providing for
the iSSUance and delivery of the Bonds, same have been
designated as "qualified tax-exempt obligations" within the
meaning
Section 265(b)(3) of the Internal Revenue Code of
1986, as amended (the "Code").
9. It is reasonably anticipated that the principal
amount
"qualified tax-exempt obligations" (within the
meaning of Section 265(b)(3) of the Code) to be issued during
the calendar year 1989, including the Bonds, will not exceed
Ten Million Dollars ($lO,OOO,OOO).
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Certificate this 28th day of June, 1989.
John
City
City
terson
inistrator,
Smyrna
-2-
June 28, 1989
$3,510,000
city of Smy~na (Georgia)
Water and Sewerage Revenue Refunding Bonds
Series 1989
UNDERWRITER'S CERTIFICATE
The undersigned hereby certifies the following as of the
date of this certificate, relating to the sale and delivery by the
City of $myrna, Georgia of the above-captioned bonds issue (the
"Bonds").
(1) The above BOl1ds were purchased for a purchase price of
$3,467,880.00, plus aCcrued interest. The Bonds were initially
offet"~idtQ the public at the prices shown on the final Official
Statement for the Bond:;;, (the "Initial Issue Price"). At least 5%
ofeach.rnaturity were\actually sold to members of the public
(exc;luding.bond houses, brokers and other intermediaries) at the
Initial Issue Price.
In our. jlJ.dgment, the maintenance of a Reserve Account
has been a vital factor in marketing the Bonds at
s and terms comparable to bonds si,nilar to the Bonds.
For PU.~poses of calculating the yield on the Bonds,
there>has taJ.<;,en,into account as interest the premium to be paid
onail?<:>licy of muni.cipal bond insurance issued by MBIA guaranteeing
timeJxpayment Qfinterest and principal on the Bonds (the
"InsuTCin,ce Policy"). As a result of the "Aaa/AAA" rating accorded
to the Bonds as.i:lresult of such policy the present value of the
premium paid for such pOlicy is less than the present value of the
interest savingsattributaplethereto, using a present value factor
equaTto the yield on the Bonds computed without regard to such
premium.
LEX JOLLEY & CO., INC.
By
June 28, 1989
$3,510,000
City of Smyrna (Georgia)
Water and Sewerage Revenue Refunding Bonds
Series 1989
NON-ARBITRAGE CERTIFICATE OF THE CITY OF SMYRNA, GEORGIA
On this date the City of smyrna, Georgia (the "Issuer") will issue and
deliver the above-described POnds (collectively the "Bonds"). Together with
othe:t"off.icialsof the Issuer, the undersigned is charged with the
responsibility of issuing the Bonds.
A. Gerieral
(1) At the request of the Issuer, certain schedules (the "Schedules") have
beenJ?repared by Haynesanc:l ~i1ler for purposes of detailing certain relevant
aspec~s of the.:t"efl.,UldingprQQt'am. The sufficiency of the escrow cash flow to
Pa~the 1984 Boj;1ds(as hereinafter defined) as reflected on these Schedules
has been verified by Deemer Davidson Carter Higgins, P.C., Certified Public
Accountants.
(Z)This certi:l;ica.te ise~ecuted for the purpose of setting forth the
fa.c~sand estimates>upon whiGhtbe Issuer bases its reasonable expectations
th.a:tithe.Bonds are not arbit:t"age ponds under Section 148 of the Internal
ReV'enueCode of 1986,<as amenc:lec:l, (the "Code") and applicable regulations,
court c:lecisions anc:l/publishedpQsitions of the Internal Revenue Service with
respect thereto Unless otherwise indicated by the context in which used,
words and phrases used herein have the meaning ascribed to them in the
reg\J.lations anc:lcapitalized terms have the meaning given in the financing
documents included in the transcript.
(3) The Bonds are being issued:
fa) to advance refund and defease the City of Smyrna Water and
Sewerage <Revenue Bonds, Series 1984 maturing July 1, 1996 and
thereafter (the "Refunded Bonds") as more fully described herein; and
(b) to fund the cost of issuance of the Bonds.
(4) As establiShed in the attached certificate of the purchaser, the
initial issue price of the Bonds is as shown on the final Official Statement.
-2-
B. The Re;fu:n.ding Proqram
1'.f;. more fullyqetai1edin the Schedules and in the Escrow Deposit
Agreement, the I:'efunding will be generally implemented as follows:
E>im1.lltaneous'l.1" with the if;.f;.U':lnce and delivery of the Bonds, the Issuer and
TI:'1.lstGompanY13ank... Atlanta, Georgia as escrow agent (the "Escrow Agent"),
""i1l>enter into an Escrow Deposit<Agreement (the "Escrow Agreement") which
will.providefor the creation of an irrevocable trust fund (the "Escrow Fund")
for the purpose of providing.for the payment of the principal of, call premium
oni:l.n<::iintereston the Refunded :Bonds maturing July 1, 1996 and thereafter.
The <Isf;.uer will deposit into the Escrow Fund proceeds in the amount of
$3,38?i,OOOto be appliecftpthe purchase of certain United States Treasury
obliga.tipu$....-State and:LQCa.l<(;overrunent Series ("SLGs"), $147,303.75 held in
the bond ;fund for the Refunded:Bonds will be transferred to the Escrow Fund
and held as cash to pay the next interest payment due on the Refunded Bonds.
C. The Bonds
(1) :rhe receipts and disburf;.ements with respect to the Bonds, including
issuance costs, underwriting spread and accrued interest, are detailed in the
Schedules.
(2) The principa.'l. amounts, interest rates, interest and principal payment
datef;., and debt service with respect to the Bonds are detailed in the
Schedules.
(3) (a) Usingtneinitial offering price as the "purchase price" and
takingintoaccounta>MBIA bond insurance premium, the yield on the
Bonds is computed in the Schedules to be 6.977191% (the "Bond
Yield") .
(b) Using the pricef;. paid for the SLGs as the "purchase price," the
yieldon<such obligations is computed in the Schedules to be less
than 6.977191%.
(c) Fo:r;-plJ.rpOliSes of computing the yield on the Bonds, the accrued
interest, shown on the Schedules has been taken into account.
(4) Moneys dElPositeclto the Debt Service Account within the Sinking Fund,
inpl'-Jding s1.i!:>f;.e5l'-JElnt/qepositsthe:r;-eto, will be spent within a 13-month period
begin;ning on theicla.tEl<ofdeposit and will be depleted at least once a year
ex.<::eptfor area.sona.plecarryoveramount not in excess of 1/12 of the annual
deptis.eI:'vi<::e witJ;J.respect to the Bonds. Such funds are designed to achieve a
prpper>matching of the Issuer's revenues and debt service on the Bonds within
eacfl,Pondyear. Such moneys will be invested without restriction as to yield.
(shIssuer revenu.es held as a debt service reserve in the Sinking Fund for
the S$riEls.l984 Bonds will be maintained in a Debt Service Reserve Account for
theJ;l9nelpand the unrefunded portion of the Series 1984 Bonds and invested
withQut yield restriction.
-3-
and Extenpii.AlJ,E"1).l1.d was created1).l1.der the ordinance for the
a default.this f1).l1.d is expected to be used for other
to pay debt service on the Bonds.
(7) Otherth.a.lJ,the fun<::lS <::lescribed above, there are no other f1).l1.ds or
a9C<:>l.,U"ltpof the Il:;puer which (i) are reasonably expected to be used to pay
de}:)ti13ervice on the Bonds or which are pledged as collateral to secure
repa~elJ,~ of debt service on the Bonds and (ii) for which there is a
reasonable aSSurance that amo1).l1.ts therein will be available to pay debt
service on.theBonds.
Clll'l'h.eFe)aJ:"e no other qbligations of the Issuer which are issued at
substal'lti.a.ll;{)i~h.~ same time as the Bonds , are sold pursuant to a common plan
off,in.an.ci.1;l9)t<;>gether with the:Bqnds, or are payable out of substantially the
saroesource(>ffunds (or will have substantially the same claim to be paid out
of substantially the same source of funds) as the Bonds.
(9)A-.c(';:rue<::li:ntere$t with respect to the Bonds will be applied within one
yeaz:-frorothe date hereof toward the payment of interest first due on the
Bongs, as detailedi:n the Schedules. Such monies will be invested without
restriction as to yield.
(lO) Nedtherth.!;lCity:norany subordinate entity will issue additional
ta:K-cexempt obligations (other than private activity bonds) in excess of
$l,490,000 during the calender year 1989.
D. Miscellaneous
(1)'1'0 the best of < my knowledge, information and belief, the above
expectations are reasonable.
(:2,) The Issuer hap not been notified of any listing of it by the Internal
Reveriue Service as an issuer that may not certify its Bonds.
The Issuer has covenanted to comply with the arbitrage requirements of
Section 148 of the Code.
(4) The Issuer irrevocably authorized and directed that the Refunded
Bongs maturing July 1, 1996 and thereafter be called on July 1, 1995.
CITY OF SMYRNA, GEORGIA