July1989 Bonds
SUTHERLANP, ASBILL & BRENNAN
3100 FIRST ATLANTA TOWER
ATLA"i"lTA, GEORGIA 30383-3001
(404) sse 8700
1275 PENNSYLVANIA AVENUE. N.W.
WASHINGTON, D. C. 20004 2404
(2021 383-0100
lO,l989
Max Bacon
3008l
Mayor Bacon:
ion in the minute book of the City
as filed with the IRS, together with
Very truly yours,
H
ES <5< MILLER
UNSELLORS AT LAVV
FOU RTH ..FLOOR
!156 FIFTEENTH N.W.
VVASHINGTON. C.
20005-1704
TELEPHONE
(202l 955-9500
AUTOMATIC TELECOP1ER
{2QZl 955-9594
..J. MARVIN HAYNES
1949-!976
ARTHUR H. ADAMS
1958-1966
WRITER'S DIRECT
(202)
June 28, 1989
955-95l8
and Council
, Georgia
, Asbill & Brennan
Georgia
Inc.
Water
$3,510,000
Smyrna (Georgia)
age Revenue Refunding Bonds
al Tax Counsel with respect to the
of Smyrna, Georgia (the "Issuer") of
(the "Bonds"). We have given
of the Bonds, and to the expected
including proceeds of the Bonds) to
prior bonds (the "Prior Bonds") of
ance with the restrictions imposed by
(d)(4) of the Internal Revenue Code
), and applicable regulations, court
tions of the Internal Revenue Service
have examined originals, or copies
to our satisfaction, of (i) a
Issuer, of even date, setting forth
ions with respect to the Bonds; (ii)
rland, Asbill & Brennan, Bond
rized and valid obligations of the
and local laws; (iii) an ordinance
-2-
"Ord.inance"), authorizing
a covenant of the Issuer
ions of Section 148 of the Code;
as of June 28, 1989 which
refinanced on July 1, 1995; and
icates as we have deemed
inion rendered herein.
our attention that would make
representations or expectations made
ate.
, and assuming continued compliance
ained in the Ordinance, we are of the
not "arbitrage bonds" within the
Code and (2) the Bonds are not
(4) of Section l49(d) of the Code.
the limited puxpose of rendering
148, 149(d)(3) a.nd 149(d)(4) of
limited solely such matters. We
any other legal questions with
Bonds or of the ab~lity of the Issuer
service thereon. No opinion is
other provisions of law that might
of the interest on the Bonds from
tax purposes.
Very truly yours,
HAYNES & MILLER
MILLER
RS AT LAW
FLOOR
STREET, N.W.
GTON, D. C.
005-1704
TELEPHONE
(202) 955--9500
AUTOMATIC TELECOP1ER
(202j 955-9594-
J. MARVIN HAYNES
1949-1976
ARTHUR H. ADAMS
1958-1966
JR.
WRiTER'S DIRECT
(202)
OF Ge::Cl"IQiAB,AR ONL.Y
June 28, 1989
955-9518
Mayor and Council
Smyrna, Georgia
Water
$3,510,000
Smyrna (Georgia)
Revenue Refunding Bonds
letter is to explain the general legal
the Internal Revenue Code of 1986, as
to give you guidance in complying
ained in the ordinance (the
na, Georgia (the "Issuer") with
financing. Capitalized terms not
the meanings set forth in the
which must be satisfied in order
water and Sewerage Revenue Refunding
") to continueta enjoy their
ing the rebate requirement and the
of the Water and Sewerage Revenue
Bonds") being refinanced.
e to the Internal Revenue Service
of the tota~ amount earned from
over the amount that would have
such "groS$proceeds" if their
"Bond Yield") plus any investment
excess (collectively referred to
"Gross Proceeds" is a fairly
udes original investments of bond
proceeds, amounts pledged to the
service funds. However, for a number
ignore the investmen't of certain of
s simplify your rebate calculations.
-2-
The specific funds of the Issuer which may include "gross
proceeds" are discussed below:
1. The Escrow Fund is funded in part from proceeds of the
Bonds and is technically sUbject to inclusion in the rebate
calculation. However, since computations have already been made
confirming that the Escrow Fund does not yield more than 6.977191%,
you should be able to ignore the Escrow Fund in the rebate
calculation.
2. The Debt Service Account within the Sinking Fund is a
debt service fund for the payment of current debt service on the
Bonds and is generally designed to be cleared of all funds once each
year. Since the Bonds are fixed rate bonds with an average maturity
of more than five years and your bond counsel has determined that
they are not "private activity bonds", the Code requires you to
ignore this fund for rebate purposes.
3. The Debt Service Reserve Account within the Sinking
Fund is funded with Issuer revenues and is entirely "gross proceeds"
subject to rebate.
4. The Other Issuer Funds (including the Renewal and
Extension Fund) should be excluded from the rebate calculation since
they are generally not expected to be used to pay debt service on
the Bonds. However, the IRS has not yet enacted regulations under
Section 148 of the Code and there is no clear guidance on this
point. Thus, subsequent regulations may force some Issuer funds
into the category of "gross proceeds".
The bonds may qualify for the $5 million dollar small issue
exemption to the Rebate requirement. If the Issuer (and all of its
subordinate entities) has issued less than $5 million of tax-exempt
bonds (other than private activity bonds) including the Bonds,
during the calendar year 1989, it may not be necessary to comply
with any of the Rebate requirements of Section 148 of the Code, for
the entire term of the Bonds. Technical corrections to the 1986
Code enacted by Congress impose certain additional limits to this
exception in the context of Refunding Bonds. Generally, these
additional restrictions to the general $5 million exception prohibit
use of this exception if a refunding extends the average maturity of
bonds or the prior issue itself exceeded the $5 million limit. We
have determined that the average maturity of the Bonds used to
refund the 1984 Bonds does not exceed the remaining average maturity
of the 1984 Bonds. You should consult your counsel to determine if
the Issuer qualifies with regard to the other requirements of the
$5 million exception.
Unless the Issuer qualifies for the general exception
described above, the following steps should be undertaken to assure
compliance with the rebate requirements.
-3-
Detailed records should be maintained of the investment
activity for all funds and accounts, in order to be able to trace
the investment of all funds until spent. These records should
include full descriptions of all investments purchased and identify
the purchase prices and sale prices for such investment, and
receipts therefrom. Documentation with respect to the calculation
of the rebate should be retained by the Issuer until six years after
the retirement of the last obligation of the Bonds and copies of
each such determination of the Rebate Amount with respect to the
Bonds should be made available to the Issuer, the Trustee and Bond
Counsel upon reasonable request.
You are required to calculate the amount of rebate due
every five years. The first installment computation date is the
last day of the fifth bond year. You have a certain amount of
flexibility in choosing the exact calender day of the year which is
the end of a "bond year". If January 1, 1990 is selected as the end
of the first bond year, the first installment computation date would
be January 1, 1994.
The Issuer must make installment payments to the United
States in an amount equal to 90% of the Rebate Amount with respect
to the Bonds within 60 days of a rebate computation date. The last
installment payment shall be made no later than 60 days after the
date on which the last Obligation of the Bonds is paid and should be
in an amount sufficient to pay the remaining balance of the Rebate
Amount with respect to the Bonds.
Each payment of the Rebate Amount should be (a) filed with
the Internal Revenue Service Center, Philadelphia, Pennsylvania
19255, (unless subsequent regulations designate a different
location), (b) accompanied by a copy of the IRS Form 8038-G filed
with the Internal Revenue Service at the time of the issuance of the
Bonds, and (c) accompanied by a statement summarizing the
determination by the Issuer of the Rebate Amount being paid.
With respect to the requirement concerning the redemption
of the bonds being refinanced, those bonds which were originally
issued prior to January 1, 1986, must be called on the earliest
redemption date in which the premium is 3% or less. In this
instance, the bonds being refinanced must be redeemed on July 1,
1995 with respect to the 1984 Bonds maturing July 1, 1996 and
thereafter. The Escrow Deposit Agreement directs the Escrow Agent
to effect this call.
Failure to comply with the above described arbitrage
limitations of Section 148 and Section 149(d)(3) of the Code may
result in the Bonds becoming taxable or, you may be able to correct
a violation of the rebate requirement by late payment of the rebate
due, plus a penalty of 50 percent of the rebate, plus interest
thereon.
-4-
interpretations of Sections
an the Code and the limited
this time~ The IRS has
ngthecomputation method to
However, these regulations
revisions. The IRS has not
ng the rebate provisions
regu ions are not expected to
rstand the IRS is currently
interpretive rules dealing with the
such as identification of "gross
as edged proceeds and transferred
calculation of the Rebate
your first rebate calculation,
you should consult your counsel to
more current interpretation of Section
Very truly yours,
HAYNES & MILLER
By
This Escrow
'Agreement") by a
times referred
k, At ta, Geo
e "Escr Agent").
it Agreement (hereinafter referred to as
een City of Smyrna (hereinafter
"City") and the Trust Company
inafter sometimes referred to as
WIT N E SSE T H:
WHEREAS, the City of Smyrna has issued and delivered
$4,375,000 pri amount of City of Smyrna Water and
en , Series 1984, dated October 1, 1984,
some s referred to as the "Series 1984 Bonds"),
lly registered form without coupons, in the denomination
or any integral multiple thereof, bearing interest
rate per annum set forth below opposite each
y, all interest payable January 1, 1985 and
reafter on the 1st days of January and July in
the principal maturing on the 1st day of July, in
amounts, as follows:
Year Rate Year Amount Rate
1985 7.00% 1994 $ 180,000 9.20%
1986 $ 7.25% 1995 $ 195,000 9.40%
1987 7.50% 1996 $ 215,000 9.60%
1 $ 7.75% 1997 $ 235,000 9.75%
1 $ 8.00% 1998 $ 255,000 9.90%
1990 $ 8.25% 1999 $ 285,000 10.00%
1991 $140,000 8.50% 2000 $ 310,000 10.10%
1992 $150,000 8.75% 2004 $1,600,000 10.375%
1993 $165,000 9.00%
hereof, being bo~ds maturing in t6e'y~ars
ive, and in the year 2004; and
rincipal amount
9 to 2000, inc
WHEREAS, it has been determined that the City should
fund that portion of said Series 1984 Bonds maturing on and
ter , 1996 a ow outstanding in the principal amount
$2, 0 (herei er referred co as "Refunded Bonds") on
rliest practicable call date it is necessary that proper
ion for the refunding of said Refunded Bonds be made with
gent Bank for said Series 1984 Bonds; and
the City pursuant to an ordinance adopted by the
ncil of the City of Smyrna on May 25, 1989 has
n all necessary and proper steps to provide for the deposit
with the Trust y Bank, Atlanta, Georgia, the Paying Agent
said Series ds, as Escrow Agent, moneys derived
sale 0 ter and Sewerage Revenue Refunding
ies ich are to be held, supervised,
~ned and a tered by the Escrow Agent under che cerms
conditions of is Agreement; and
WHEREA the City will deposit with the Escrow Agent,
Itaneous with the issuance and delivery of the Series
the sum of 47,303.75 derived from moneys
t account designated as "Debt Service
i hin the special fund designated as
Wat Sewerage System Sinking Fund" now
Bank of Cobb County, N.A., Smyrna,
ustodian, which moneys are to be
by the Escrow Agent under the terms and
Agreement; and
WHEREAS,
enter into th
the use and a
Escrow Agent.
it is now necessary and desirable for the City to
eement with the Escrow Agent to provide for
tion of the moneys so deposited with said
NOW,
undertaki
the City
rgia, e
icers:
in consideration of the premises and the
fter set forth, it is agreed by and between
and the Trust Company Bank, Atlanta,
g by and through its duly authorized
SECTION 1.
The Escrow Agent acknowledges receipt of:
(a)
rand
reinaf
things, p
Bonds mat
the aggre
rtified copy of the ordinance adopted by the
1 of the City of Smyrna on May 25, 1989
rred to as the "Ordinance"), among other
for the refunding of all of said Series 1984
n and after July 1, 1996 and now outstanding in
principal amount of $2,900,000; and
( b ) The
the sale of t
$147,303.75 from
received,
,386,000 from the proceeds derived from
Series 1989 Bonds and the sum of
City. Of said aggregate funds so
( i )
simultaneou
$3,383,000 a
Treasury ObI
(hereinafter
interest fro
e ea
1, 1990
January
maturing in the
of $3,383,000 was applied
the receipt thereof to acquire
principal amount of United States
-State and Local Government Series
d to as "Direct Obligations"), bearing
the rate per annum set forth below
al maturity, all interest payable
semi-annually thereafter on the 1st
and July in each year, and the principal
amounts and on the dates, as follows:
1/ 0
7/1/90
1/1/91
7/1/91
1/1/92
7/1/92
Rate
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
Date
1/1/93
7/1/93
1/1/94
7/1/94
1/1/95
7/1/95
Amount
$ 35,600
$ 35,600
$ 35,500
$ 35,600
$ 35,600
$2,993,500
Rate
0.00%
0.00%
0.00%
0.00%
0.00%
7.465%
$35,600
$35,500
-2-
All of said Direct Obligations are now on deposit with and
are g held by the United States Federal Reserve Bank
excl ely for the purposes of this Agreement.
(ii) The sum of $147,303.75 shall be held as an
initial cash balance.
(iii) The sum of $3,000 has been paid to the Trust
Company Bank, anta, Georgia, as full and complete
payment of al ees, charges and expenses incurred or to
be incurred as Escrow Agent for said Refunded Bonds.
Section 2. The parties hereto acknowledge the creation
and the establishment by the Escrow Agent of a special and
irrevocable trust fund designated as the "City of Smyrna Water
and Sewerage Re e Bond Escrow Fund" (hereinafter referred to
as the "Escrow ) and the Escrow Agent acknowledges, agrees
and certifies that all of the Direct Obligations and cash in
the amount of $147,303.75 for which it acknowledged receipt in
Section 1 above are fully credited to the Escrow Fund. The
cipal of and income derived from the Direct Obligations and
cash are irrevocably pledged to the payment of the
efunded Bonds a owners of the Refunded Bonds are hereby
granted and shal an express lien on the cash and the
p 1 of and derived from all the Direct Obligations
c ted to the Escrow Fund until used and applied in
accordance with the terms of this Agreement.
Section 3. The parties hereto each acknowledge, agree and
certify that the principal of and income derived from the
Direct ObI tions referred to in Section 1 as and when due and
ble received the Escrow Agent will provide moneys,
, toegther with id initial cash balance, in the
aggregate will be sufficient to acquire all of the Refunded
nds by making the following payments, on the dates and in the
amounts, as follows:
Principal Interest Premium Total
19 9 -0- $147,303.75 -0- $ 147,303.75
1, 1990 -0- $147,303.75 -0- $ 147,303.75
1990 -0- $147,303.75 -0- $ 147,303.75
1, 1991 -0- $147,303.75 -0- $ 147,303.75
1991 -0- $147,303.75 -0- $ 147,303.75
l, 1992 -0- $l47,303.75 -0- $ 147,303.75
1992 -0- $147,303.75 -0- $ 147,303.75
1, 1993 -0- $147,303.75 -0- $ 147,303.75
1993 -0- $147,303.75 -0- $ l47,303.75
1, 1994 -0- $l47,303.75 -0- $ l47,303.75
1994 -0- $147,303.75 -0- $ 147,303.75
l, 1995 -0- $l47,303.75 -0- $ 147,303.75
July 1995 $2,900,000 $147,303.75 $58,000 $3,105,303.75
-3-
Section 4. The Escrow Agent agrees to apply the initial
ash balance and Direct Obligations so deposited in or credited
to the Escrow Fund and the income derived from the Direct
Obligations in accordance with the provisions hereof. The
Escrow Agent sha ect the principal of and interest on
said Direct Obli ons as same become due and payable and it
shall have no power to make substitution of the Direct
Obligations cr d to the Escrow Fund. All moneys and the
Direct obligat the income derived from the Direct
Obligations he uant to the terms and conditions of this
eement sha subject to the lien herein granted in favor
the owners of the Refunded Bonds and shall be held for the
security of such owners until disbursed in accordance with this
Agreement and the Ordinance.
Section 5. The Escrow Agent agrees that it shall on
July 1, 1989 and on h January 1 and July 1 thereafter,
withdraw from th w Fund and transfer in immediately
available funds t t Company Bank, Atlanta, Georgia, as
payi nt for funded Bonds if such date is July 1, a
sum cient to pay the principal, prem , if any, and the
inte d payable on the Refunded s on July 1, and
if such date uary 1, a sum sufficient to pay the interest
due and the Refunded Bonds on January 1; and such
tr f tinue and recontinue until provision shall
ha b for the payment in full of all of the
Refunde set forth in Section 3 hereof. The
ica essary portions of the Ordinance pertaining
h the Refunded Bonds are by this reference
ere ed herein and made a part hereof. Any moneys
remaining Fund after making payments as required
under this after paying any incidental expenses
shall be rem~ the City.
ties hereto agree that the liability of
e yment of moneys pursuant to this
t to the application of the cash and
e income derived from the Direct
for such purpose as provided hereunder.
have no lien whatsoever on any of the
ed to or on deposit in the Escrow Fund for the
es and expenses for services rendered by the
or otherwise.
the Escrow Aoent's failure to account for
ations or moneys received by it, said
1 be and remain the property of the City
of the Refunded Bonds as herein
y reason such Direct Obligations or
as herein provided, the assets of the
impressed with a trust for the amount not
provided until the required application shall
-4-
Section 7. The parties hereto agree that the moneys
received by the Escrow Agent under Section 1, Paragraph
(b){iii) of this Ag ent represent payment of fees, charges
s incurr r to be incurred hereunder as Escrow
nd do not in any respect constitute payment of the fees,
and ex incurred or to be incurred by the Trust
Bank, as ing Agent and Bond Registrar for said
Bonds.
Section is Agreement is made for the benefit of the
City and the from time to time of the Refunded Bonds and
it shall not b ed, revoked, altered or amended without
the written consent of all such owners and the written consent
of the Escrow Agent and the Municipal Bond Investors Assurance
Cor ation; , however, that the City and the Escrow
may, wi e consent of, or notice to, such owners,
into such reements supplemental to this Agreement as
not adver ffect the rights of such owners and as
shall not be inconsistent with the terms and provisions of this
Agreement, for anyone or more of the following purposes:
(a) to cure any ambiguity or formal defect or
omission in this Agreement;
(b) to grant to , or confer upon, the Escrow Agent
for benefit of the owners of the Refunded Bonds any
addi rights, remedies, powers or authority that may
lawfully be granted to, or conferred upon, such owners or
the Escrow Agent; and
(c) to subject to this Agreement additional funds,
securities or properties.
The Escrow Agent shall be entitled to rely exclusively
upon an unqualified 0 ion of attorneys nationally recognized
on the of mun~ pal bonds with respect to compliance
with t tion, including the extent, if any, to which any
nge, ficati addition or limitation affect the rights
the owners of t funded Bonds or that any instrument
executed hereunder complies with the conditions and provisions
of this Section.
The Escrow Agent at the time acting hereunder
ime resign and be discharged from the trusts hereby
ess than sixty (60) days written notice
ing notice thereof, specifying the date
such resi ion will take effect in a financial newspaper
1 circulation in the City of New York, at least once a
three onsecutive calendar weeks prior to the date
the resig is to take effect. Such resignation shall
effect immediately upon the acceptance by the City of the
-5-
resignation, the appointment by the City of a successor Escrow
Agent and acceptance by such successor Escrow Agent of the
terms, covenants and conditions of this Agreement.
The Escr
rument or
Escrow Ag
rity in t
outstanding.
may be removed at any time by an
ent instruments in writing, delivered to
to the City and signed by the owners of a
ipal amount of the Refunded Bonds then
In the event the Escrow Agent hereunder shall resign or be
removed, or be dissolved, or shall be in the course of
lution or liquidation, or otherwise become incapable of
ng hereunder, or in case the Escrow Agent shall be taken
der the cont f any public officer or officers, or of a
ceiver a y a court, the City shall appoint a
successor cr nt to fill such vacancy. The City shall
publish notice of any such appointment at least once a week for
three (3) consecutive calendar weeks in a financial newspaper
of general circulation in the City of New York, New York.
In the event that no appointment of a successor Escrow
ent shall have been made by the City pursuant to the
regoing ovisions of this Section 9 within sixty (60) days
after writ en notice of resignation of the Escrow Agent has
been given to the City, the owner of any of the Refunded Bonds
or the retir. Escrow Agent may apply to any court of
competent ju sdiction for the appointment of a successor
Escrow Agent, and such court may thereupon, after such notice,
if any, as it shall deem proper, appoint a successor Escrow
Agent.
No successor Escrow Agent shall be appointed unless such
successor Escrow nt shall be a corporation with trust powers
organized under th banking laws of the United States or any
State, and shall have at the time of appointment capital and
surplus of not less than $50,000,000.
In that the Escrow Agent has been paid in full for all of
its fees, charges and expenses incurred in or to be incurred as
Escrow Agent hereunder, the Escrow Agent agrees to pay and
all pay 0 rata in advance all fees, charges and expenses to
by the next succeeding Escrow Agent, if any, up to
t received by the Escrow Agent as payment of its own
Charges and expenses. Each succeeding Escrow Agent, if
any, shall have the same obligation to its successor as Escrow
Agent.
or Escrow Agent appointed hereunder shall
and deliver to its predecessor and to the
in writing accepting such appointment
upon such successor Escrow Agent without any
or conveyance, shall become fully vested with
-6-
ties, power, trusts, duties and
cessor; but such predecessor shall,
tten request of such successor Escrow
e and deliver an instrument
cessor Escrow Agent all the estates,
s and trusts of such predecessor
decessor Escrow Agent shall deliver all
Id by it to its successor. Should any
instrument in writing from the City be
Escrow Agent to more fully and
successor Escrow Agent the estates,
ies hereby vested or intended to be
or Escrow Agent, any such transfer,
nts in writing shall, on request, be
and delivered by a duly authorized
oration into which the Escrow Agent, or any
it in the trusts created by this Agreement, may be
rted or with which it or any successor to it may
, or corporation resulting from any merger,
consoli on or tax-free reorganization to which
Agent or successor to it shall be a party shall,
tory to City be the successor Escrow Agent under
this Agreement without the execution or filing of any paper or
other act on the part of any of the parties thereto,
nything herein to the contrary notwithstanding.
Secti O. This Agreement shall terminate when all
transfers r red to be made by the Escrow Agent under the
provisions hereof shall have been made.
notice, authorization, request or demand
to be given pursuant to the terms and
of this Agreement shall be in writing and sent by
ified or registered mail to: Municipal Bond Investors
nce Corporation, 445 Hamilton Avenue, White Plains, New
York 10601.
Section 12. If anyone or more of the covenants or
agreements provided in this Agreement on the part of the City
or the Escrow Agent be performed should be determined by a
ourt of nt sdiction to be contrary to law, such
ovenant erne hall be deemed and construed to be
rable rom the ining covenants and agreements herein
ontained and shall in no way affect the validity of the
remaining provisions of this Agreement. This Agreement shall
be governed by the applicable laws of the State of Georgia.
s Agreement may be executed in several
any of which shall be regarded for all
es as one 0 nal and shall constitute and be but one
the same instrument.
-7-
Section 14. All the covenants and agreements in this
Agreement contained by or on behalf of the City or the Escrow
Agent shall bind and inure to the benefit of their respective
successors and assigns, whether or not so expressed.
IN WITNESS WHEREOF, the parties hereto have each caused
this Agreement be executed by their duly authorized officers
and their offic seals to be hereunto affixed and attested,
this 28th day of June, 1989.
Attest:
By:
(S E A L)
Attest:
Officer
By:
-8-
HIGGINS PC
June 28, 1989
Mayor and Councl I of ~he
CITY of Smyrna, Georgia
Smyrna, Georg I a
TrusT Company Bank
ATlanTa, Georgia
Haynes & M I I I er
Wa sh In gTon, D. C.
SUTherland, Asbill & Brennan
ATlanTa, Georgia
RE:
Defeasance of 12,900,000 CITy of Smyrna,
WaTer and Sewerage Revenue Bonds, Series
(Georgia)
1984
Gen~lemen:
We unders~and ~ha~ The CITy of Smyrna, Georgia (The "Issuer") has deTermined To
defease a por~lon of ~he CI~y ot Smyrna, (Georgia) Wa~er and Sewerage Revenue Bonds,
Series 1984, now oUTs~andlng (~he "Series 1984 Bonds"), on June 28, 1989. The
defeasance of Is TO be accomplished pursuanT ~o an Escrow DeposiT
AgreemenT be~ween Ty and Trus~ Company Bank, A~lan~a, daTed as of The daTe
hereof, a copy of has been delivered TO us by ~he CITy (The "Escrow DeposiT
AgreemenT").
We undersTand ThaT The cash
inl~lal cash deposiT (1147,3
used Ta detease ThaT parTlan
1, 1996, naw ou~s~andlng In
"Refunded Bonds"). Specific
The Refunded
1,1995; (II) ~he re
July 1, 1995, of The Refunded
flow from ~he DireCT ObligaTions Toge~her wiTh The
on deposiT wiThin The Escrow AccaunT shal I be
se Series 1984 Bonds maTuring on and afTer July
gregaTe principal amoun~ of 12,900,000 (The
The cash flaw shal I be used To pay (I) The
same becomes due and payable ~hrough and Including
n price (102% of The principal amounT ~hereof) on
Bonds called for redempTlan.
We have reviewed The aw Deposl~ Agreemen~ and The aT~ached schedules
furnished TO us by The Issuer.
been asked TO verify The maThemaTical accuracy of The ariThmeTical
comp of The cash fl p by ~he DireCT ObligaTions (as defined and
des In ~he Escrow Cep ~ enT) and The fn ITla I depas IT and express an
opl TO The sufficiency of The projeCTed income and principal TO be derived
from The DireCT Obllga pay The defeasance requiremenTs of The Refunded Bonds
in accordance wl~h ~he posl~ AgreemenT.
We have verified The acc cy of The ariThmeTical compuTaTion of The cash flow
from The DirecT ObligaTions The IniTial deposiT~ The debT service requiremenTs
on The Refunded Bonds, and The sufficiency of The cash flow from The DirecT
ObligaTions and The iniTial deposiT TO pay The defeasance requiremenTs on The
Refunded Bonds.
Based upon The foregoing, IT is our opinion ThaT The principal of The DirecT
ObligaTions plus The Income To be derived Therefrom~ TogeTher WiTh The iniTial
depOSiT, are scheduled TO maTure In amounTS and aT Times TO provide funds which are
sufficienT TO pay (I} The inTereST on The oUTsTanding principal amounT of Refunded
Bonds as The same become due and payable Through and Including July 1, 1995; (Ii)
The redempTion price (102% of The principal amounT Thereof} on July 1~ 1995 of
Refunded Bonds called for redempTion on July 1~ 1995~ In accordance wiTh The Escrow
DeposiT AgreemenT.
DEEMER DAVIDSON CARTER HIGGINS PC
J 77..l- Dw;e/
SCHEDUl..E 1
CITY OF SMYRNA W&S (QA);
Summar~ OT R~~~ipt$ and
REFUNDING BONDS
Di -sb uT's-ements
R~ceipts:
Princip
l~ss
plus a~c
oT bonds
.
::),510.000.00
-42. 120. 00
IS. 103. 31
Net r~c~ived Tor bonds
plUS contribution From issu~r
3.485.983.31\
147.303.75
Total available
.
3.633.287.06
~~=======i~======
1)i sb urs~ment s:
bond Fund
CASH FOR 7/1 PMT
s W/PROCEEDS
IUM & RATING FEE
.
18,103.31
147.303.75
3. 3e3. 000. 00 "\
23,500.00
47.477.50
13.902.50
Total disbursements
.
3,633.287.06
=================
f
A~tuarial Yield is
6.977191 X
Assumptions of Calculations:
issue
cro....
-ting ",ield
pro~eeds
1.200000 %
.
1.025000 %
.
.
.
11,:)00.00
23.500.00
19,000.00
147.303.75
CITY OF SMYRNA W&S (GAl: REFUNDING BONDS
Debt Service Comparison
i'JOf'l-"""'l...
:= AJ'r"";;::a,,;;: S ~
************ The
Maturity Principal In1:eres1:
Date Amount Rate
***-+********
To1:al Debt
Servic.e-
;2 h 'ftJ. uo
~_;t_~ yo. ,,'"
~q?,Q :tIf)
-:J3uii. flu 7-93
'?, 4 ad. "V 7-94
.___ ::J ~ ~ <1.. <I'; 7-9~
.,,~lJC!2;;.;:-vJ _ 7-96
19 5/~W 7-97
,~2.-~:;;. '-'<t. ----,7-98
__d2-.:L:t''fi ~a _ 7-99
_;<,'11<:'U.<I'; 7-00
7-01
7-02
430000
460000
;2 <fl, :;, 77 50
6. 6000
6.6000
6.6000
6.6000
6.6000
6.6000
6.7000
6.7:500
6.8000
6.8500
6.9000
6.9500
7. 0000
7.0000
7.0000
Sands
Interest:
Pallanle
243368. 98~
238737. :50 '"
236097. 50",
233127. 50",
229827. :50 '"
226:527.50",
222897. 50 "I
204472.50",
184897. :50"1
164157.50.."
141210. OO'A
117060.00",
906:50. 00",
62300. 00 '"
32200. 00 '"
283388.98
278737. 50
281097. SO
283127. 50
279827. 50
281527. 50
497897. 50
494472. 50
469897. :50
499157. 50
491210.00
497060.00
495650.00
492300.00
492200.00
Totals 3510000 0.0000
r:::
All bonds pall semi-annual
comput:ed ~rom 6- 1-1969.
2627551.46 6137551.48
~ )~
current int:erest: beginning
SCHEDULE 2
Available
Revenues
294607. 50
294607.50
294607.50
294607.50
294607.50
294607.50
509607.50
:508967.50
:5060:55.00
510610.00
:507310.00
511000.00
510206.25
505781. 25
507725.00
634:5107. 50
r::
1- 1-1990
Oi......re...ce
11218. 52 "1
15870.00 ...
13510.00",
11480.00",
14780. 00 '"
13080.00",
11710.00",
14495.00 '"
16157.50",-
11652.50"
16100. 00",-
13940. 00",
14556.25...,
13481- 25 '"
15525. 00 VI
207556. 02
~I-
Assumes settlement: on 6-28-1989 wit:h accrued interest o~ '" 18.103.31.
Interest: Pallable and Tot:al Dent: Service Do Not Include Accrued Int:erest.
Mondall' 4:04 pm, ~une 5. 1969
REPRESENT AMOUNTS COMMITTED TO DEBT SERVICE
6.97719% is '"
132.620.68
I
.1/79'-
Present value o~ di~~eren"e a~
7/1"10 ~
"3' g cf ~'7.,)
:1-43 I '1 J f.."'I?
c1
(("
'1 I, :3 7' 7. ,,--0
y
3fof
_:::
36:)
/) ,,,",,<.......
~-
;;1.1:; ,3(,,1-'-13
fD};':;:O
? 7 ~<'
\.;:1 4S L.
~""I.--
______,:J
"--\ \ ,3'/ ::.-
-
.,
SCHEDULE 3A
CITY OF SMYRNA W&S, GA: OUTSTANDING SERIES 1984 SONDS ESCROW ACCOUNT
Summary or Inves~ments
Inves~ment Coupon Invest Normal 1st: Period Total
Date Principal Rat:e Type Int:erest Interest: In~erest
7- 1-89 0.00 0.00 0.00 o. 00
1- 1-90- 00. .0.000 SLG CeTt 0.00 0.00 113:584.68
7- 1-90 00 0.000 SLG Note 0.00 0.00 1117:32.76
1- 1-91 00 0.000 SLG Note O. 00 0.00 1117:32.76
7- 1-91 .00 0.000 SLG No;;e 0.00 O. 00 1117:32.76
1- 1-92 .00 0.000 SLG No;;e 0.00 0.00 111732.76
7- 1-92 .00 0.000 SLG Note 0.00 0.00 111732.76
1- 1-93 30000.00 0.000 SLG Note 0.00 0.00 111732.76
7- 1-9:3 30bOO.00 0.000 SLG Note O. 00 0.00 111732.76
1- 1-94 :30500. 00 0.000 SLG Note 0.00 0.00 111732.76
7- 1-94 .00 0.000 SLG Note O. 00 0.00 111732.76
1- 1-9::; .00 0.000 SLG Note 0.00 0.00 111732.76
7- 1-95 2 .00 J. 7.465 SLG Note 1117:32.76 1851. 92 '7 111732.76
To~al :3383000.00 111732.76 1851.92 1342645 04
re: p: '"' f'"
Settlemen~ is 6-28-1989. 3/18!~.2nd CIH'i; 187~3~
SLG 1st per. tlo: bonds 3< notes
1st: ",e1"iOO int:e1"est on SLGS paid In 2fii:1 p e".'" ad --- 1S"E'~ 1 ad less than 30 day
Coupon rOT' 7- 1-1995 15
7.4b50250 Yo.
'-
Monday. 4:04 pm, June 5. 1989
--z ....- ~
SCHEDULE 3B
CITY OF SMYRNA W3<S. GA: OUTSTANDING SERIES 1984 BONDS ESCROW ACCOUNT
Escrow Cash Flow
Sta..~lng Principal In~erest Total Payout Closing
Date aalance Received Received Available _ R..<tuired r Balance
------,,;;;;;, \ '1"1, ~, 0j"' , "".3">-:l,"t.~. I '-\-L ;"": ,~
7- 1-89 ~ 0.00 0.00 .0.....00 o.....bG 0.00...
1- 1-90 0.00 33800.00 113584.68 147384.b8 147303.75 80. 93 A
7- 1-90 80.<;>3 35500.00 111732.76 147313.b9 147303.75 9.94",
1- 1-<;>1 <;>.<;>4 35600.00 111732.76 147342.70 147303.75 38.95...
7- 1-91 38.<;>5 35600.00 111732.76 147371. 71 147303.75 67. <;>b~
1- 1-<;>2 b7.9b 3:1000.00 111732.70 147400.72 147303.75 9b.97"1
7- 1-<;>2 96.97 35500.00 111732.7b 147329.73 147303.75 25. 98..
1- 1-93 25.<;>8 35bOO.00 111732.76 147358.74 147303.75 54.99..
7- 1-93 54.99 35600.00 111732.76 147387.75 147303.75 84.00"
1- 1-94 84.00 35500.00 111732.70 147316.7b 147303.75 13.01 ...
7- 1-94 13.01 35600.00 111732.76 147345.77 147303.75 42. 02 ~
1- 1-95 42.02 35bOO.00 111732.76 147374.78 147303.75 71. 03....
7- 1-95 71. 03 2993500.00 111732.7b 310:5303.79 310:5303.75 0.04 y
Total 0.00 33830?-0.OO 1342645.04 4725b45.04 4725b45.00 0.04
1'1'7303 X' - ~ '/J7;1.. 7'<ff. 7'J tii'--J:J.../q'{,f'75
Monday. 4:04 pm. June 5, 1989 .,;;::
CITY OF SMYRNA W&S, GA; OUTSTANDING SERIES 1984 SaNDS
SCHEDULE 4
7-89
Pr1nc1pal tnt.rest
Amount Rat.
Debt Service Schedule
Matur1ty
Oat..
00
00
00
00
00
00
00
00
00
.00
00
310,000.00
34!h 000. 00
380,000.00
415,000.00
460,000.00
7-95
7-96
7-97
7-98
7-99
7-00
7-01
7-02
7-03
7-04
8.0000 '1..'1....
8.2500
8.5000
8.7500
9.0000
9.2000
9.4000
9. 6000
9.7500
9.9000
10.0000
10. 1000
10.3750
10.3750
10.3750
10.3750
Intere..t
Payable
194,848.75 "I
380,097.50 >1
369,372.50 ...
357.472.50 "
344.347.50..,
329.497.50,..,
312.937.50 "'"
294.607.50",
273,967. 50,..,
251.055.00 ""
225.810. 00 VI
197.310. 00 VI
166, 000. oo~
130. 206. 25 V\
90,781.25 .....
47,725.00..,
Total.. 3.980.000.00 0.0000 3.966.036.25
~ P
All bonds pall ..e!"i---<l1"T~cu........nt inte....st b"9in.,:,inll-.
computed i'...om _ 1- 1-19.~.>/ ~____..~: _ A/" n"__""--
As.s.umes ..ettlem..nt on 6- 1-1989 with accru.d int.....est
Thu.....day, 11;31 am, May II. 1989
Total D..bt ""In!..""'<-
Service :r:N"T<:r!.<~'"
314. 848. 75 '7 {. <1<1 .t/d
510,097. 50 I07~S.t/~
509,372.50 119au.co
507,472. 50 13/~~.<lJ
509.347.50 /Yf~~ljd
509,497. 50 16.".0."';
507, 937. 50-" 18;;:3 tJ. <IV'
509,607.50 20 "yo.ad
~8, 967.50 ;). L 'j;;l.4'J
506,055.00.~.~.~y~t/J
510.810.00 ]..5' <;'''').oJ
507.310. 00 3 I :J / v-:7iiT'
511,000. 00 :1<; 793.7'-
5:1.0,206.25' 39 '/.z., ""
505.781. 25 i.(:;,a <;'1,. ~<;
507.725.00 '-177:J.<""u<
7.946,036.25
.... C r:
1 - i 98"9""
oi' '$ 162,373.96.
SCHEDULE 4-REF
CITY OF SMYRNA W&S, GA: OUTSTANDING SERIES 1984 BONDS TO BE REFUNDED
Maturity
Date
Principal
Amount
Inte,.est
Rate
Debt Service Schedule
7-89
7-90
7-91
7-92
7-93
7-94
7-95
7-96
7-97
7-98
7-99
7-00
7-01
7-02
7-03
7-04
215,000.00
235,000.00
.00
.00
.00
345,000.00
380,000.00
415,000.00
460,000.00
9.6000
9.7500
9.9000
10.0000
10. 1000
10.3750
10.3750
10.3750
10.3750
Totals 2,900,000.00
i";'
All bonds pay semi-annual
computed Tram 1- 1-1989.
0.0000
cu,.rent
Inte,.",st
Payable
'1,...,..- 147,303.75..
2'94,607.50"
294,607.50.,
2'94,607.50,
2'94,607. SO.,
2'94,6>07. SO"
2'94,6>07.50_
2'94,6>07. 50-
273.967. 50 ~
251, 055. OO'~
225,810. 00...,
1'97,310.00,.,
16>0,000.00-
130,206.25~
'90,781.25,..,
47.725. 00 ~
3,592,411.25
P
interest beginning
Total Debt NO~~i~
Se-rvi c e --:I:~..,.~A:~r
147,30:3.75
294,607.50
2'94,607.50
294,607.50
294,607.50
294,007. SO
2'94.607.50
50'9'007.50 ;1.0(,.'10.00
508,'967. 50 -~ij[~J~
506,055. 00 :- <;' .2."".""
510. 810. oo-~-i.T~
507~ 310. 00 .:3: / :;!<..I_~uJ.J
511, 000. 00---- "1,'''i--;;- .. -1- 'i,-
510.206. 2~~~~~r~w-
505.781. 2;? '-,1,,, 5"& 2 <'
507,725.00 1'1 7;..1' ~J
2"7' '7""0 7~5U
,':;:
6.492,411.25
C /c
7- 1-1989
Assumes settlement On 6-28-1989 with accrued inter..st oT S 144,848.69.
Monday, 4:28 pm, June 5, 1989
CITY OF SMYRNA W&S. GA: OUTSTANDING SERIES 1984 BONDS TO BE REFUNDED
SCHEDULE 5
DEFEASANCE REGUIREMENTS
Call 2.900.000.00 outst<ilnding bonds maturing 7- 1-1996 and i::he...eai'ter
on 7- 1-1995 at 102.00007. oi' pa... total premium is 58.000.00 .
7- 1-1989 1
1- 1-1990 2
7- 1-1990 3
1- 1-1 4
7- 1-1 5
1- 1-1 6
7- 1- 7
1- 1-1'993 8
7- 1-19'93 9
1- 1 10
7- 1 11
1- 1 12
7- 1 13
1- 1 14
7- 1-1996 15
To1;al
Column A
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(jj)
00 'l/
00
Monday. 4:28 pm. June 5, 1989
15
4.872.948.75
I::::
0.0;':
2, iJJ,1j IJ.I)':'1+
5;3,000-00+
1 47 '.3 1] 3 . 7 :5 +
003 If-
3. 1,,)5' 3,J3'"7 :5*(jj>
SCHEDULE 6
COL 1
CITY OF SMYRNA W~S (GA): REFUNDING BONDS
PROOF OF YIELD
COL :2
COL 3
DATE
AMOUNT VALUED
TOTALS
140603. 54
160066.75
119306.75
159368.75
116048.75
163048. 75
116563.75
166563. 75
114913.75
164913.75
113263.75
168203.75
111448.75
380446.75
25
25
92446.75
397446.75
82076.75
417076.75
70605.00
420605.00
56530.00
436530.00
45325.00
450325.00
31150.00
461150.00
16100.00
476100.00
61556::;4.79
1- 1-1990
7- 1-1990
1- 1-1991
7- 1-1991
1- 1-1992
7- 1-1992
1- 1-1993
7- 1-1993
1- 1-1'994
7- 1-1994
1- 1-1995
7- 1-1995
1- 1-1996
7- 1-
1- 1-
7- I-
I- 1-
7-
1-
7-
1-
7-
1-
7-
1-
TO 6-28-1969
2
6.97719 Yo
P.V. FACTOR
PRESENT VALUE
(COL 1 X COL 2)
0.9657379568
0.'933162'9619
0.'9017254335
0.8713283174
O. 641'955886::;
0.8135735'966
0.7861460761
0.75'96470665
0.7340394045
0.70'92949755
0.68538467'98
0.6622603989
0.6399549621
0.6163621146
O. 5975364666
O. 5773935636
O. 557'92'96575
O. 6766
O. 1089
O. 9760
0.4664176280
0.4700207090
0.4541763361
0.4366660761
0.4240719242
0.4097764623
0.395962'9390
0.3626150495
0.36'97171167
0.357253'9724
135979.32
14'9952.01
107637. 84
138862. 50
'9'9391.84
132652. 16
91636. 37
12652'9. 66
64351. 22
116972.49
77629.24
111437.76
71322. 18
236973.00
61089.89
226474. 69
51579.90
214273.32
42758.77
209952.01
34343. 53
197693.06
26582.94
192455.94
19221.06
16453..1. 59
12334.25
176442.93
5952. 45
170068. 62
3509103. 55
Monday, 4:23 pm, June 5, 198'9
Tac~o~s based on 2 compounding in~e~vals pe~ vea~.
COST AD.JVSTMENT ... A. 1. - PRICE FOR YIEJ..D PROOF
'9000 ... 18103.31 - 3509103.31
DOES NOT EXCEED CALCULATED VALUE (TOTAL OF COL. 3)
THE YIELD U6ED IN THE CALCULATION (YIELD USED IN
OF COLUMN 2)
SCHEDULE 7
CITY OF SMYRNA W&S. GA: OUTSTANDING SERIES 1984 BONDS ESCROW ACCOUNT
PROOF OF YIEl..D
COl.. 1
eol.. 2
0_97719 %
P.V. FACTOR
COL :3
D....TE
1-1989
1-1990
1-1990
AMOUNT VALUED
PRESENT VALUE
(COl.. 1 X COL 2)
1
1
1-199l'
1-1995
TOTALS
0.00
147384.08
147232.70
147332.70
147332.70
147332.70
147232.76
147332.76
147:3:32.76
147232.76
14733..1. 76
147332.76
3105232.70
4725045.04
0.9994286429
O. 9657379568
0.9331829819
O. 90172:::>4335
O. 4
O. 5
0.91
0.7 1
0_7596470665
0.7340394045
0.70<12949755
0.6953946798
0.6622803989
0.00
142334.98
1:37395.11
132853. 70
129375.21
124047.68
11<1784.69
115925.37
111920.90
109074. 65
104502. 39
100979. 62
2056534.79
:3392629.07
ALL P....YMENTS VALUED TO 6-29-1969
AMOUNT VALUED FROM SCHEDULE 3B
PTesen~ value ractoTs based on 2 compounding in~ervals per ~ear.
Monday. 4:23 pm. June 5. 19&9
PRICE FOR YIEl..D PROOF - PAR AMT PAID FOR SLGS - 3.383,000.00
IS GRE
YIEl..O
OF eOL
N CAL.CULATED YAL.UE (TOTAL OF COL. 3)
THE CAL.CUl..ATION (YIELD USED IN
rNCOMBENCY CERTIFICATE OF
TROST COMPANY BANK, AS ESCROW AGENT
DO HEREBY CERTIFY that I am Vice
company Bank, Atlanta, Georgia (the
ized to execute and deliver this
of the Bank, and that I have personal
set forth herein.
I
below
elected
the offices
ify that the officers of the Bank shown
res opposite thereto were duly
of Directors of the Bank and now hold
under their respective names:
M.R.
Assis
,
President
P.H.
Assi
icers of the Bank, by virtue of the
them by the Board of Directors of the
zed to execute for and on behalf of the
f trust and acceptances of fiduciary
virtue of the aforementioned authority
are authorized to execute and deliver
+-h.o 1=i'C!.I"""'.,....r"\C.7 l\.t::liY"\.-,"",.O; +- n.......,,...~.o.rt'\..c::::..,....,..... ..-...F "::::"T"T~T"'1
r documents as may be necessary,
to the acceptance or performance of
responsibility set forth in the
and to apply the seal of the Bank
IN WITNESS WHEREOF, I have hereunto set my hand
affixedt.heseal of the Trust Company Bank, Atlanta,
this 28th day of June, 1989.
and
Georgia,
Vice President
CE:R'I:':I::E":I:(;j.\'!"E RELA'!"IVE TO THE CITY OF
SMYRNA GEORGIA WATER AND SEWERAGE
REVENUE BONDS, SERIES 1984
HEREBY CERTIFY that I am Assistant
t Company Sank, Atlanta, Georgia (the
zed to execute and deliver this
the Bank, and that I have personal
set forth herein.
that the Bank is the Paying Agent for
amount of City of Smyrna, Water and
Series 1984 (the "Series 1984 Bonds"),
of said Series 1984 Bonds and all
1984 Bonds which have heretofore matured
or moneys are otherwise on deposit in
the payment tb.ereof, exclusive of the
Bank pursuant to the Escrow Deposit
of Smyrna of even date herewith.
that the Bank has received full and
and charges incurred to date as
istrar for said Series 1984 Bonds.
the
day
have hereunto set my hand and affixed
Bank, Atlanta, Georgia, this 28th
TRUST COMPANY BANK
Atlanta, Georg'a
e President
By:
(S E
June 28, 1989
Company
Corporate Trus
Atlanta, Georgia
Re:
o~ Smyrna, Water and Sewerage
ries 1984
Gentlemen:
to refund the above-captioned
in accordance with the terms and
ed by the Mayor and Council of
9 and to the extent and in the
Deposit Agreement and even date
between the City of Smyrna and the
and directed to mail, not more
than thirty (30) days prior to
Notice ofC;:a.ll for Redemption in
ted by the Mayor and Clerk of the
of the $2,900,000 aggregate
1984 Bonds maturing July 1, 1996
on July 1, ~OO4:, which are to be
ir addresses appearing on the
the Bank as Bond Registrar.
ng that the payment of the
incurred or to be incurred as
on.ed bonds have been paid in
Deposit Agreement.
Very truly yours,
By
Mayor
COCHRAN. CAMP 8c SNIPES
~!:~ .-...{ ~~ a& 5:&-
2950 ATLANTA STREET. S.E.
SMYRNA. GEORGIA 30080-3692
TE...E.....O.... 43l5-21 31
AREA CODE 404
June 28. 1989
Lex Jolley & Co.. Inc.
34 Peachtree St. Suite 2500
Atlanta. Georgia 30303
Sutherland. Asbill &
3100 First Atlanta
Atlanta. Georgia 30
Brennan
r
Gentlemen:
This opinion is being rendered to you in connection with the issuance
by the City of Smyrna. Georgia (the "City") of its Water and Sewerage Revenue
Refunding Bonds. Series 1989 (the "Bonds") in the aggregate principal amount
of $ 510,000. ds have been issued and delivered pursuant to and in
ace ce with ions of a Bond Ordinance adopted by the City on May 25.
1989 (the "Bond Ordinance"). --
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:
L
The Ci
the Co
s a duly organized and existing political subdivision under
tution and laws of the State of Georgia.
2. The Bond Ordinance was duly adopted by the City on May 25, in accordance
with O.C.G.A. 36-82- and is in full force and effect in the form
in which it was adop
3. The adopti by the City of the Bond Ordinance and the performance
by the Cit f its obligations thereunder. do not and will not violate
any prov of the Constitution. laws or regulations of the State
of d are not and will not be in conflict with any provisions
of rter. by-laws. Ordinance 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.
CEC/kpl
ey & Co., Inc.
d, Asbill & Brennan
4.
No lit
threat
or del
charges or fees
or 1.n any manner
of the Bonds 0
or affects the
charges
1.ssuance and
1.s now pend1.ng. or to our knowledge.
or does restra1.n or enjo1.n the 1.ssuance
r the levy or collect1.on of any ut1.l1.ty
to p 1.nterest on or princ1.pal of the Bonds.
quest~ons the authority or proceedings for the 1.ssuance
collection of said ut1.l1.ty charges or fees.
of the Bonds or the collect1.on of sa1.d utility
ffects the transact1.ons contemplated by the
of the Bonds.
"
CERTIFICATE AS TO MUNICIPAL BOND GUARANTY INSURANCE POLICY
I, Michael F. Kemp, Assistant Vice President of the Bank
South, N.A., Atlanta, Georgia, DO HEREBY CERTIFY that
attached hereto is a true and correct copy of the Municipal
Bond Guaranty Insurance Policy No. 65l2, dated June 28, 1989,
issued by Municipal Bond Investors Assurance Corporation,
which insures the payment of the principal of and interest on
the $3,5l0,000 principal amount of City of Smyrna Water and
Sewerage Revenue Refunding Bonds, Series 1989, the original
of which being on file in the corporate trust office of the
Bank South, N.A., Atlanta, Georgia.
WITNESS my hand and the official seal of the Bank
South, N.A., Atlanta, Georgia, this 28th day of June, 1989.
Bank South, N.A.,
Atlanta, Georgia
By:
ent
(SEAL)
BIA
Corporation
MUNICIPAL BOND GUARANTY
INSURANCE POLICY
Municipal Bond Investors Assurance Corporation
White Plains, New York 10601
Policy No.
6512
Mun ~ipaI Bond Investors Assurance Corporation (the '.lnsurer"). in consideration of the paYfllcnt of the premium and subject tG the tenns of this
polk ,hereby unconditionally and irrevocably guarantees to any owner. as hereinafter defined, of the following described obligations. the full and
c e payment required to be nlude by or on ltehalfpf th~< Issuer to f f . f
the pr~nc~pai corporate trust 0 ~ce 0
Bank South. N .A... Atlanta. Georgia '"
or its successor (the hPaying AgenC') of an aUlount equal to (i) the principal of (either at th~ stated rnaturity or by any advancement of nl.utunty
pursuant 10 a mandatory sinking fund payment) und interest on, the Obligations (as {hat {cnn is defined below) such payments ~hall become due
but shall not be so paid (except that in the event of any accdenition of the due date of such principal by reason mandatory or opti~-mal redernpt!on
or acceleration resulting froin default or otherwise. other than any advanCt:rne,l1t of ruaturity pursuant to a mandatory sinking fund paymenl, the
payments guaranteed hereby: shan be made in such aluollnts and at such linles as such payments of principal would have been due had there not been
any such acceleration): and (ii) the reimbursernent of any such paYlucnr which is subsequently recovered fronl any owner pursuant to a final judgrnent
by a court of conlpe-tent jurisdiction that 1'luch payn1ent constitutes an avoidable preference to such owner within the n1eaning of any applicable
bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as the --Insured
i\mounts. n ~~Obligationsn shall rnean:
$3>510.000
City of Smyrna, Georgia
Water and Sewerage Revenue Refunding Bonds
Series 1989
Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail. or upon receipt of
written notice by registered or certified mail, by the Insurer from the Paying Agent or any owner of an Obligation the payment of an Insured Amount
for which is then due, that such required payment has not been made, the rns~rer on the due' date of such payment or within one business day after
receipt of notice of such later, will rnake a deposit of funds, in an account with Citibank, N .A., in New Y ark, ~ew Yark.
or its successor, $ufficie yment of any such Insured Amount.s which are then due. Upon presentment and surrender of such OblIgations or
presentment of such 0 wnership of the Obligations, together with any appropriate instruments of assignment to evidence the assignment
of the Insured Amount Obligations as are paid by the Insurer, and .appropriate instruments to effect the appointment of the lnsurer as
agent for such owners of the Obligations in any legal proceeding related to payment of Insured Amounts on the Obligations, such instruments being
in a form satisfactory to Citibank, N.A., Citib~nk. N.A. shall disburse to such owners. or the Paying Agent payment of the Insured Arnount.s due on
such Obligations, less any amount held by the Paying Agent for the payment of such Insured Amounts and legally available therefor. ThIS polley
does not insure against loss of any prepayment premium which may at any time be payable with respect to any Obligation.
As used herein, the term "owneru shall mean the registered owner of any Obligation as indicated in the books 111aintained by the Paying Agent, the
Issuer, or any de-signee of the Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreernent with the Issuer
constitutes the undertying security for the Obligations_
Any service of process on the Insurer may be made to the Insurer at its offices located at 445 Hamilton Avenue. White Plains. New York 10601 and
such service of process shall be valid and binding.
This policy is non~canceHable for any reason. The premium on this policy is not refundable for any reason including the payment prior to maturity
of the Obligations.
IN WITNESS WHEREOF. the Insurer has caused this po.licy ro be executed and attested on its behalf by its President and its Assistant Secretary, this
28th
day of
19 89
CDUNTERSIGNED:
MUNICIPAL BOND INVESTORS
ASSURANCE CORPORATION
I:f'~
-H.
c~
p"","" ";:JiJ /
/,/~ /./^1. . /~'-~..:
j. r '- _'"' i
Assistirrf( Secretary
./--J
J~/I
/)
//
Attest:
,19
STD-R.2
*Inserr Name of Trustee or Paying Agent.
Municipal Bond Investors
Assurance Corporation
445 Hamilton Avenue
Box 788
White Plains. NY 10602
914681.1300
28,
of
$3,510,000
Smyrna, Georgia
Revenue Refunding Bonds
Series 1989
obligations (the "Obligations") of
(the "Paying Agent"), please be advised
of and interest on the Obligations has
municipal bond gu,ar<:lnty insurance (the
Bond Investors Assurance Corporation (the
York, New York, (the "Fiscal Agent") is
Insurer.
guarantees to any owner or holder
coupons apPertaining thereto (the
be m<:lde by or on behalf of
the Paying Agent or its
the principal of (either at the stated
maturity pU:r-suant to a mandatory sinking
Obligations as such payments shall become
that in the event of any acceleration of
of mandatory or optional redemption
default or otherwise, other than any
to a mandatory sinking fund payment. t.he
shall be made in such amounts and at. such
would have been due had there not. been any
reimbursement of <;lny such payment which is
pursuant to a final judgment. by a court
such payment constit.utes an avoidable
Owner wit.hin t.he meaning of any applicable
red t.o in clauses (il and (iil of t.he
coII.ect.ively in t.his lett.er as t.he "Insured
-2-
The Po~icy does not insure against ~oss of any prepayment premium which may at
any time be payab~e with respect to any Ob~igations. The Po~icy does not,
under any circumstance, insure against ~oss re~ating to: (i) optional or
mandatory redemptions (other than mandatory sinking fund redemptions); (ii)
any payments to be made on an accelerated basis; (iii) payments of the
purchase price of Obligations upon tender by an Owner thereof; or (iv) any
Preference re~ating to (i) through (iii) above.
In the event that the Issuer does not make fu~~ and comp~ete payment when due
of the principal of and interest on the Obligations, please immediately
notify, by telephone or telegraph, the Insurer, 445 Hamilton Avenue, White
P~ains, New York, (914) 681-1300. On the due date or within one business day
after receipt of such notice, whichever is later, the Insurer will deposit
funds with the Fiscal Agent sufficient to pay the Obligations (or, if
applicable, coupons appertaining thereto) then due. Upon presentment and
surrender of such obligations (or, if applicable, coupons) or presentment of
such other proof of ownership of Obligations together with any appropriate
instruments of assignment to evidence the assignment of the Insured Amounts
due on the Obligations as are paid by the Insurer, and appropriate instruments
to effect the appointment of the Insurer as agent for the Owners in any legal
proceeding related to payment of Insured Amounts on the Obligations (or. if
applicable, coupons), such instruments being in a form satisfactory to the
Fiscal Agent, shall disburse to you payment of the Insured Amounts due on such
Obligations (and, if applicable, coupons), less any amount held by you for the
payment of such Insured Amounts and legally available therefor.
Forms of such instruments of assignment and instruments to effect the
appointment of the Insurer as such agent for the Owners (collectively, the
"Claim Documents"), which are currently acceptable to the Fiscal Agent and the
Insurer, are on file with the Fiscal Agent. The Insurer may, from time to
time, file revised forms of Claim Documents with the Fiscal Agent in
substitution for the forms previously filed with the Fiscal Agent, and upon
such filing, the revised forms shall supersede all forms of Claim Documents
previously filed with the Fiscal Agent, except as otherwise directed by the
Insurer in writing.
In the event that you shall have prior knowledge of an impending failure by
the Issuer to make payment on the Obligations (or, if applicable, coupons)
when due. please immediately notify the Insurer so that it will be possible
to have funds available for you on the due date to make payments against
surrendered Obligations (and, if applicable, coupons).
Your cooperation in this matter will
possible for the Owners of Obligations
of all payments when due.
be most appreciated and
guaranteed by the Insurer
will
to be
make it
assured
Very truly yours,
1:f~ -1f.
C~
David H. Elliott, President
Municipal Bond Investors Assurance
Corporation
KUTAK ROCK & CAMPBELL
A PARTNERSHIP
INCLUDING PROFESSiONAL CORPORATIONS
THE OMAHA BUILDING
j 650 FARNAM STREET
OMAHA, NEBRASKA 68102
(402) 346-6000
June 28, 1989
City of Smyrna
1306 Bank Street
Smyrna, GA 30080
Les Jolley & Co. Inc.
Suite 2500
34 Peachtree Street, N.W.
Atlanta, GA 30303-2316
Sutherland, Asbill & Brennan
3100 Firt Atlanta Tower
Atlanta, GA 30383-3001
$3,510,000
City of Smyrna, Georgia
Water and Sewerage Revenue Refunding Bonds
Series 1989
Dear Sirs:
We have acted as special counsel to the Municipal Bond
Investors Assurance Corporation (the "Corporation") in con-
nection with the issuance of municipal bond guaranty insur-
ance POlicy No. 6512 (the "Policy") relating to $3,510,000
City of Smyrna, Georgia Water and Sewerage Revenue Refunding
Bonds, Series 1989.
We are familiar with and have examined a certified copy
of the Policy and such other relevant documents as we have
deemed necessary.
Based upon the foregoing, we are of the following opin-
ion:
1. The Corporation is a stock insurance corpora-
tion, duly incorporated and validly existing under the
laws of the State of New York and is licensed and
authorized to issue the Policy under the laws of the
State of New York.
ATLANTA
DENVER
NEW YORK
WASHINGTON
KUTAK ROCK & CAMPBELL
June 28, 1989
Page 2
2. The Policy has been duly executed and is a
valid and b~nding obligation of the Corporation enforce-
able in accordance with its terms except that the
enforcement of the Policy may be limited by laws relat-
ing to bankruptcy, insolvency, reorganization, morato-
rium, receivership and other similar laws affecting
creditors' rights generally and by general principles of
equity.
Very truly yours,
Q.;&--
SUTHERLANP, ASBILL & BRENNAN
3100
RST ATI...ANTA TOWER
ATLANTA, GEORGIA 30383-3001
(4-04) 658-8700
1275 PENNSYLVANIA AVENUE, N.W.
WASHINGTON.D. C. 20004-2404
(202) 383-0100
June 28, 1989
Co., Inc.
Re:
tionwith the issuance
bonds (the "Bonds"), we have
of the idation proceedings in the
, Georgia pertaining to the Bonds
ordinance of the Council of the City
on May 25, 1989, authorizing the
"Ordinance"), the Official Statement
to the Bonds (the "Official
documents, certificates, instruments
necessary or appropriate for
of the op~nion that the
Statement under the captions
OBLIGATIONS," "THE SERIES
and "THE BOND ORDINANCE,"
ined therein purport to summarize
, the Ordinance and our approving
summary of such items.
letter is
Co., Inc.
to upon
by us for the sole benefit of Lex
person or entity shall be
opinion without our express written
Very truly yours,
SUTHERLAND, ASBILL & BRENNAN
By:
REGISTRAR AND PAYING AGENCY
AGREEMENT
THIS AGENCY
day of June, 1989,
here
called
Georgia, hereinafte
In cons ide
set
the $3
Bonds,
to as "Bonds").
lowing te
1.
It is cu
be issued and
about June 28, 19
"Pl<3.C~ of Closing")
practicable, the I
the following documents, Which shall either be originally executed
are certified or otherwise
counterparts or copies
nance of
adopted May
ivery
i
s made and entered into as of the 22nd
tween the City of Smyrna, Georgia,
r, and the Bank South, N.A., Atlanta,
led the Bank,
WIT N E SSE T H:
of the mutual covenants and agreements here-
Issuer hereby appoints the Bank, and the
tment, as Bond Registrar and Paying
City of Smyrna Water and Sewerage Revenue
1989, dated June 1, 1989 (hereinafter
Such appointment is made and accepted an
conditions:
anticipated that the Bonds will actually
to the original purchasers thereof on or
"Closing Date") in Atlanta, Georgia (the
At such time or as soon thereafter as
1 cause to be delivered to the Bank
to the satisfaction of the Bank:
Mayor and Council of the City of Smyrna
1989 providing for the issuance and
Bonds;
r executed by the Issuer;
(c) Specimen Bond; and
(d) Approving Legal Opinion from Bond Counsel.
2. The Issuer shall furnish the Bank a sufficient supply of
blank Bonds and time to time shall renew such supply as
requested. Such blank Bonds shall be signed by the facsimile
signature as speci.fled in the ordinance adopted May 25, 1989 by
the Issuer providing.for issuance and delivery of the Bonds
(herein called the. !'Bond Ordinance") of authorized officers of the
Issuer designated to sign on behalf of the Issuer, and shall bear
the .facsimile of cial seal of the Issuer and shall bear
tion te of the Clerk of Superior Court of Cobb
County executed ed as required in the Bond Ordinance. The
pro'llisioDS of the Ordinance relating to the rights, duties
and>responsibiliti the Bank as Bond Registrar and Paying
Agent for the Bonds hereby incorporated herein and made a part
hereof.
3. No later three (3) business days prior to the anti-
cipated Closing Date the Issuer shall deliver or cause to be
delivered to the Bank written specifications for preparation of
the Bonds to be del to the original purchaser or purchasers
reof, including names and addresses of registered owners and
ons in Bonds are to be issued. The Bonds
prepared istered by the Bank in accordance with
instructions and delivered by the Bank to the Place of
Closing or otherwise as specified in said written instructions of
the to the Bank~ such Place of Closing the Bank shall
make at a time designated by the Issuer or its
- 2 -
representative a authorized officer or officers of the Bank
for the purpose of e:xecuting an appropriate certificate of
authentication on such Bonds prior to delivery. The Bank shall be
responsible for safekeeping all Bonds authenticated by it until
the time speci r delivery. No such Bonds shall be initially
delivered by the Bank except in accordance with an Authentication
Order or other appropriate written direction to the Bank executed
by an authorized offlcial of the Issuer. In the event that the
Bank shall not receive an Authentication Order on the Closing Date
and the authent certificate on any of the Bonds shall have
been executed by or if the Issuer shall so direct in
writing, the Bank 1 be authorized to cancel the certificates
representing such Bonds, provided that it delivers to the Issuer
appropriate evidence that such Bonds have been cancelled and were
not delivered.
4. The Bank agrees that it shall maintain appropriate books
and records on behalf of the Issuer reflecting the amount of the
Bonds initial rized to be issued under the Authentication
Order, the amount of the Bonds authenticated and delivered by the
Bank from time to time, and the date, identifying numbers, name
and address of registered owner or owners, denominations, maturity
other appropriate information concerning the Bonds
icated and delivered by the Bank hereunder from time to
The Bank agrees with the Issuer that Bonds will not at any
time be authenticated and delivered and permitted to be
with respect to any maturity in an aggregate amount
the amount iginally authorized and set forth in the
- 3 -
less the aggregate amount of Bonds which have been
at maturity or which have been redeemed or purchased and
for lation, except to the extent as may be
permitted in the Ordinance in the case of lost, stolen or
destroyed Bonds.
5. The Bank w~ll transfer the Bonds, register transfer of
the Bonds and issue new bonds upon surrender of Bonds in the form
deemed by the Bank be properly endorsed for transfer, accom-
panied by such as the Bank deems necessary or appro-
priate to evidence the authority of the person requesting such
transfer, registrat issuance and the genuineness of all
necessary endorsements. In making any such transfer of .Bonds the
Bank>will endeavor to comply with requirements for maximum turn-
around time apPl.:i.c:ab1e to corporate securities registered for
trading on nat.:i.one'llsecurities exchanges as may then be in effect.
6. Unless the Bank shall have been provided with an opinion
of counsel ssuer to the contrary, the Bank shall be
entitled to that registration and transfer of the Bonds
will be subject to and governed by the provisions of the Uniform
Commercial Code in effect in the State of Georgia, and that all
bond transfer simplification legislation and other statutes,
and legal. authorities generally applicable to trans-
investment securities in said state will be applicable to
and Issuer. Accordingly, unless the Bank shall have
with nion of counsel to the Issuer to the
Bank fully protected in relying upon said
regu or other legal authority and failing to
- 4 -
ry documentation and registering transrers
inquiry into adverse claims, and accepting Bonds for
meeting delivery" requirements of national securi-
exchanges, laying registration for purposes of inquiry
into adverse and in declining to effect the registration
of Bonds wherein in the judgment or the Bank such registration
should await resolut~on of such adverse claims.
7. The Bank been designated as paying agent ror the
Bongs, and in ity will act as agent of the Issuer for
th~pul:'pose or the registered owners of the Bonds
interest coming from time to time and the principal
amount thereof becoming due at maturity or prior thereto upon call
for redemption and for selecting the Bonds to be redeemed in
accordance wi Ordinance. In such capacity the Bank
shall not be to advance funds for the purpose of making
any such payments~ shall make such payments only with funds
provided to the Bank by the Issuer and specifically designated for
s1..lch purpose. UUl.;ess otherwise specifically directed by the
Issuer, the Bank 1 not be authorized to utilize other funds of
the Issuer on deposit with the Bank not specifically provided to
the Bank for the purpose of payment of the Bonds.
In the event the Bonds shall provide for a record date
interest payment dates on which the registered owners of
are to be determined for the purpose of receiving pay-
mentsof interest Bonds, the Bank will promptly following
such record date to prepare appropriate checks for payment
of coming due the succeeding payment date at the rates
- 5 -
the terms specified in the Bond Ordinance, together with
iate envelopes for the purpose of mailing such checks to
owners of record of the Bonds. The Issuer agrees that it will
endeavor to proviqeto the Bank collected funds for the purpose of
making such paymer'lts not later than the earlier of the date on
which such funds are required to be provided to the Bank under the
terms of the Bond nance or the business day next preceding
each such payment date. Provided that the Bank shall have been
furnished with collected funds sufficient to make such payment,
the Ea.nk shall mail the checks to the registered owners of the
Bonds aforesaid later than the business day next preceding
each such Payment of principal coming due on the
Bonds at the thereof or prior thereto upon call for
redemption sha d by the Bank to the registered owners
thereof only upon tion and surrender of the Bonds with
respect to which is to be made. Payments of principal of
the Bonds will only to the registered owners of the Bonds,
unless such Bonds rrendered for payment accompanied by
assignments appropriate to effect transfer to the person to whom
such payment is to made. In the event Bonds are surrendered
payment with any such instruments of transfer, the Bank shall
feet such transfer in the same manner as other
Bonds are to be effected prior to making payment
transferee.
9. All Bonds which have been delivered to the Bank for
trans r exchange shall, upon issuance of Bonds effecting such
or exchange, be cancelled by the Bank but retained by the
- 6 -
in its pos:;;es:sioJ.'l; provided, that at any time all such
led bonds may be delivered by the Bank to the Issuer and a
ificate pertaining to such cancelled bonds shall be so
delivered to Iss.uerfrom time to time as the Issuer may request.
10. In addition to the obligation of the Bank to notify the
bondowners of an optional call for redemption of the Bonds as
provided in the Bond Ordinance, further notice shall be given by
the Bond Registrar on behalf of the Issuer as set out below, but
no defect in said r notice nor any failure to give all or
any portion of such further notice shall in any manner negate the
effectiveness of a call for redemption if notice thereof is given
as prescribed in the Bond Ordinance.
(a) Each r notice of redemption given hereunder
shall contain the information required for the official notice of
redemption as set forth in the Bond Ordinance plus (i) the CUSIP
numbers of all Bonds being redeemed; (ii) the bond date of the
Bonds; (iii) the rate of interest borne by each Bond to be
redeemed; (iv) the maturity date of each Bond to be redeemed; and
(v) any other descr information needed to identify
accurately the Bonds redeemed.
(b) Each fu notice of redemption shall be sent at
ty-five (35) days prior to the redemption date by
or certi mail or overnight delivery service to one
e of the r securities depositories then in the
business of holding substantial amounts of obligations of the
types comprising and to one or more of the national
information services then in the business of disseminating notices
- 7 -
ion of obligations of the types comprising the Bonds
as the Dep9$itory Trust Company of New York, New York and
Informat vice, New York, New York, respectively).
(c) further notice of redemption shall be pub-
lished one time t thirty (30) days prior to the redemption
date in The Bond Buyer or in such other financial newspaper or
journal of general circulation in the City of New York, New York.
ll. In the event the Bank shall receive any request or
demand for inspec of any records of the Issuer maintained by
the Bank under thi t, the Bank will promptly notify the
Issuer of such r or demand, forward such request or demand
(if made in wr to the Issuer and (unless directed to the
cont%ary by any subpoena or similar process of a court or
regulatory agency which the Bank believes to have jurisdiction, or
unless the Bank shall be ised by its counsel that failure to
permit such inspection may subject the Bank to liability) the Bank
will permit or refuse to allow such inspection as the Issuer may
direct.
l2. In performance of its duties hereunder the Bank may
apply to a designated officer of the Issuer for instructions and
consult with counsel for the Issuer in respect of any matter
in connection with this agency, and the Bank shall not be
or accountable for any action taken or omitted by it in
good faith in accordance with such instructions or any such
opinion of counsel. The Issuer shall reimburse the Bank for any
incur the Bank hereunder, provided that such
with counsel has been previously authorized by the
- 8 -
r or is reasonably necessary in order for the Bank to
ne its responsibilities under this Agreement.
13. In the event that Bonds are presented to the Bank for
transfer, registra~~on of transfer or exchange, or for payment of
the ipal amount thereof at maturity or prior t.hereto upon
call redemption, the Bank shall use reasonable diligence in
determining whether ~uch Bonds are genuine, but shall not other-
wise incur any liability by reaSon of the transfer, registration
of transfer, exchange or payment of any such forged or illegally
issued Bonds.
14. The I assumes full responsibility for and agrees to
indemnify and hold the Bank harmless from and against any claims,
demands, actions, causes of action or suits, whether groundless or
otherwise, and from and against any and all losses, damages,
charges, cqunsel fees, payments, expenses and liabilities of what-
arising ly or indirectly out of the agency
r ip c eunder so long as the Bank has acted in
good faith and with reasonable diligence. The Bank shall not be
under any obligat prosecute or defend any action or suit in
respect of such agency relationship which, in the opinion of
counsel to the Bank, may involve it in any expense or liability
the Issuer shal:!., upon the request of the Bank, furnish the
th indemn ly satisfactory to the Bank against
such expenses liabilities.
15. The Bank shall be entitled to compensation for services
rendered in performance its duties hereunder, in accordance
with the Schedule of Pees attached hereto. The Issuer shall
- 9 -
re Bank for its out-of-pocket expenses incurred
of its duties hereunder (including expenses of
and lodging for any required travel outside the
met area of Atlanta, Georgia in connection with any
delivery of Bonds or performance of its other duties hereunder).
Such fees and reimbursement of expenses shall be due and payable
to the Bank from time to time periodically upon presentation of a
written statement therefor. The Bank reserves the right to amend
said Schedule of om time to time upon not less than thirty
(30) days notice Issuer. The Bank shall not be obligated
to allow and cr rest upon any moneys in respect of
principal, inte premium, if any, due in respect to the
Bonds, which it at any time receive under any of the
provisions Bond Ordinance or this Agreement.
Bank may resign the agency created under this
t any time on not less than ninety (90) days written
the Issuer, and the Issuer may terminate this agency at
<':l.nytime upon noti the Bank. In the event of any such
termination, the 11 deliver to the Issuer or to such
successor or other
blank Bonds then
verified
the Issuer may direct any inventory
the Bank, together with originals or
es of all records of the Bank
s agency then in the possession of the Bank.
such delivery of Bonds and records to the Issuer, the Bank
no further tion hereunder except as may have
arisen. any such termination, the Issuer shall
rther on under this Agreement except to pay to
- 10 -
any fees and expenses incurred or accrued through the
such termination which have not theretofore been paid, and
ion l4hereof.
as may have theretofore arisen or may thereafter arise
the parties he
l7. This Agreement constitutes the entire understanding of
ith respect to the subject matter hereof, and
may not be amended or modified except in writing signed by the
parties hereto.
IN WITNESS WHEREO~, the undersigned acting by and through
their duly authorized officers have hereunto set their respective
hands and seals as of the date and year first above written.
(S E A L)
Attest:
BANK SOUTH, N.A.
Atlanta, Georgia
By:
- II -
Bank South
BANK SOUTH, N.A.
PAYING AGENT AND REGISTRAR FEE AGREEMENT FOR
$3,510,000 CITY OF SMYRNA WATER AND SEWERAGE
REVENUE BONDS, SERIES 1989
ACCOUNT ACCEPTANCE .
. $750.00
. . .. . . . .
(minimum of $1,000)
. . . . . . . . . .. (per holder)
(minimum of $500 per year)
ACCOUNT MAINTENANCE.
$ 4.25
Maintain holder me and address, share position and record of
certificate issuance and cancellation, record address changes;
placement of "stops" on lost or stolen certificate(s)
CERTIFICATE ISSUANCE
Review of legal aspects of transfer, actual production of
certificate, authentication of transfer by Agent
ORIGINAL ISSUANCE OF CERTIFICATES.
(per certificate)
TRANSFERS
ROUTINE:.
. . ... (per certificate)
(minimum of $500 per year)
PAYMENTS
INTEREST CHECK ISSUANCE:.
(per check)
STOP PAYMENT{S)/REPLACEMENT CHECK(S):
(per check)
PRINCIPAL CHECK ISSUANCE:
(per check)
WITHHOLDING TAXES
W-9 Forms:.
.(per form)
$ 1.50
$ 1.50
$
.25
$20.00
$ 8.50
$
.30
Certification (as required by law) of social Security Number or Tax
Identification Number
CALL NOTICES .
(per holder)
(4450A)
Bank South, P.O_ Box 3144. Atlanta, GeorgIa 30302/(404} 529-4575
$ 1.50
Registrar & paying Agent
Fee Schedule
Page 2
Filing of Form 941: .(per form) $15.00
Payment to IRS of funds withheld from interest and/or principal
MISCELLANEOOS
HOLDERS' LIST.
TRANSFERS
STATEMENT
CHECK REGISTER
. . . . . . .
ESS OF 4 PER YEAR .
(each)
(each)
(each)
(each)
$40.00
$10.00
$50.00
$40.00
All out-of-pocket ~xpenses such as postage, envelopes,
insurance, stationary, etc. will be paid by issuer.
This schedule is effective for the current services of the Bank,
and may be modified only upon revision by the Bank of its
regularly published Schedule of Fees for services of the type
contracted for, and such revision of the Schedule of Fees shall
become effective 30 days after the mailing of a notice of the
revision to the undersigned at the undersigned's address shown on
the records of the Bank.
Approved this
day of
,
19
BANK SOUTH, N.A.
By:
CITY OF SMYRNA
By:
Title:
(4450A)