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06-13-1990 Regular MeetingA RESOLUTION TO SPECIFY THE RATES OF INTEREST THE DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY REVENUE BONDS, SERIES 1990, SHALL BEAR; TO SPECIFY THE SERIES 1990 BONDS WHICH SHALL BE TERM BONDS SUBJECT TO MANDATORY REDEMPTION AND TO STATE THE PROVISIONS APPLICABLE THERETO; TO DESIGNATE THE BANK TO ACT AS BOND REGISTRAR AND PAYING AGENT FOR SERIES 1990 BONDS; TO DESIGNATE THE REPRESENTATIVE OF THE ORIGINAL PURCHASER OF THE SERIES 1990 BONDS; TO PROVIDE FOR THE ISSUANCE AND DELIVERY OF THE SERIES 1990 BONDS; TO RATIFY, REAFFIRM, AMEND AND SUPPLEMENT THE SERIES 1990 BOND RESOLUTION ADOPTED FEBRUARY 5, 1990,'AUTHORIZING THE ISSUANCE OF SAID SERIES 1990 BONDS; TO AUTHORIZE AND DIRECT THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT RELATING TO THE SERIES 1990 BONDS; TO AUTHORIZE THE PREPARATION, USE AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT IN CONNECTION WITH THE SALE OF THE SERIES 1990 BONDS; AND FOR OTHER PURPOSES: WHEREAS, the Downtown Smyrna Development Authority, pursuant to a resolution adopted February 5, 1990, has authorized the issuance of $8,690,000 principal amount of its Revenue Bonds, Series 1990, dated February 1, 1990, in fully registered form without coupons, in the denomination of $5,000 or any integral multiple thereof, transferable to�subsequent owners as therein provided, bearing interest from date at such rate or rates not exceeding eight and one-half percent (8k%) per annum in any year, all -interest payable August 1, 1990 and semi-annually thereafter x on the 1st days of February and August in each year, and the Exhibit A to Bond Purchase Agreement Underwriter of Bonds Principal Amount Lex Jolley & Co., Inc. $8,690,000 Exhibit B to Bond Purchase Agreement $8,690,000 Series 1990 Bonds Maturity Principal Interest February 1 of the year Amount Rate 1992 $ 30,000 6.10% 1993 95,000 6.25 1994 165,000 6.35 1995 175,000 6.45 1996 185,000 6.55 1997 195,000 6.65 1998 210,000 6.75 1999 225,000 6.85 2000 240,000 6.95 2004 1,135,000 7.10 2005 335,000 7.15 2006 360,000 7.20 2007 385,000 7.20 2010 1,320,000 7.25 2016 3,635,000 7.375 Total $8,690,000 Exhibit C SUTHERLAND, ASBILL & BRENNAN 3100 FIRST ATLANTA TOWER CABLE: SUTAB ATLANTA ATLANTA, OBOROIA 00383-3001 1275 PENNSYLVANIA AVENUE, N.W. WASNINGTON, O. C. 20004-2404 TELECOPIER: 4404) SSS-8914 k. •N' . (404) TELEX:54-2672 12021383-0100 April , 1990 Downtown Smyrna Development Authority Smyrna, Georgia Re: $8,690,000 Downtown Smyrna Development Authority (Georgia) Revenue Bonds, Series 1990 Ladies and Gentlemen: We have examined a certified copy of the validation proceedings, judgment of validation entered on March 7, 1990, the resolution of the Downtown Smyrna Development Authority (hereinafter referred to as "Authority") adopted on the 5th day -of February, 1990, as supplemented by a resolution adopted March 22, 1990 (hereinafter referred to collectively as the 111990 Bond Resolution"), that certain Amended and Restated Lease Contract, dated as of September 1, 1989 (hereinafter referred to as "Lease Contract") entered into by and between the Authority and the City of Smyrna, the resolution of the Mayor and Council of the City of Smyrna adopted February 5, 1990, the Constitution and laws of the State of Georgia and other documents relating to the Downtown Smyrna Development Authority Revenue Bonds, Series 1990 (hereinafter sometimes referred to as "Series 1990 Bonds") in the aggregate principal amount of $8,690,000. The Series 1990 Bonds are fully registered bonds without coupons, dated February 1, 1990, in the denomination of $5,000 or any integral multiple thereof, 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 August 1, 1990 and semiannually thereafter on the 1st days of February and August in each year, and the principal maturing on the 1st day of February, in the years and amounts, as follows: Year Amount Rate Year Amount Rate 1992 $ 30,000 6.10% 2000 $ 240,000 6.95% 1993 95,000 6.25 2004 1,135,000 7.10 1994 165,000 6.35 2005 335,000 7.15 1995 175,000 6.45 2006 360,000 7.20 1996 185,000 6.55 2007 385,000 7.20 1997 195,000 6.65 2010 1,320,000 7.25 1998 210,000 6.75 2016 3,635,000 7.375 1999 225,000 6.85 The Series 1990 Bonds are being issued pursuant to an amendment to Article VII, Section VII, Paragraph I of the Constitution of the State of Georgia of 1945 (Georgia Laws 1970, p. 1117 et seq.) and now specifically continued pursuant to an Act Downtown Smyrna Development Authority Page 2 of the General Assembly of Georgia (Georgia Laws 1986, p. 3957 et seq.) as a part of the Constitution of the State of Georgia of 1983 and under the authority of an Act of the General Assembly known as the "Downtown Smyrna Development Authority Act" (Georgia Laws 1989, p. 4382 et seq.) and the Revenue Bond Law (Title 36, Chapter 82, Article 3 of the Official Code of Georgia Annotated, as amended) and pursuant to the 1989 Bond Resolution (hereinafter defined) and the 1990 Bond Resolution for the purpose of providing funds to finance, in whole or in part, the cost of acquiring, constructing, renovating and equipping public buildings and structures and related facilities useful or desirable in connection therewith, acquiring parking facilities or areas, making certain street and road improvements deemed necessary or desirable, acquiring the necessary property therefor, both real and personal, to capitalize interest on said bonds and to pay all expenses necessary to accomplish the foregoing. The Series 1990 Bonds are subject to redemption prior to their respective maturities as stated in the text of the Series 1990 Bonds and in the manner and upon the terms set forth in the 1990 Bond Resolution. The Authority heretofore has issued $6,430,000 principal amount of its Revenue Bonds, Series 1989 (the "Series 1989 Bonds") pursuant to said resolution of September 5, 1989, as supplemented by a resolution adopted November 8, 1989 (hereinafter referred to collectively as the 111989 Bond Resolution") and provision was made in the 1989 Bond Resolution for the issuance of additional bonds ranking as to lien on the revenues of the Authority with said Series 1989 Bonds. The Series 1990 Bonds have been issued in accordance with the terms and conditions of the 1989 Bond Resolution and rank on a parity with the Series 1989 Bonds. Pursuant to the terms of the Lease Contract, the Authority has, among other things, leased to the City of Smyrna (hereinafter sometimes referred to as the "City") the facilities and real property financed with the proceeds of the Series 1989 Bonds, the Series 1990 Bonds and any additional parity bonds issued by the Authority (the "Leased Facilities"). The City has obligated itself under the Lease Contract to make certain Basic Lease Payments which are to be paid directly to the custodian of the "Downtown Smyrna Development Authority Sinking Fund" (hereinafter sometimes referred to as "Sinking Fund") for the account of the Authority in amounts sufficient to enable the Authority to pay the principal of and interest on the Series 1989 Bonds and the Series 1990 Bonds as same become due and payable, either at maturity or by proceedings for mandatory redemption. The Lease Contract provides that the obligation of the City to make the Basic Lease Payments is absolute and unconditional, payable out of the City's general fund or funds Downtown Smyrna Development Authority Page 3 from other sources. The Lease Contract further provides that to the extent that at anytime such funds are not available to make such payments in the full amount required, then the City shall levy a tax on all taxable property located within the corporate limits of the City at such rate or rates, without limitation, as may be necessary to produce funds in amounts sufficient to enable the City to make such payments in the full amount required on the dates such payments are due. The Lease Contract and the revenues of the Authority derived under the Lease Contract from the City have been pledged under the 1989 Bond Resolution, as ratified, reaffirmed, broadened and extended by the 1990 Bond Resolution, to the payment of the principal of and interest on the Series 1989 Bonds, the Series 1990 Bonds and any additional bonds hereafter issued by the Authority on a parity therewith. We express no opinion as to the title to the real and personal property comprising the Leased Facilities. The Series 1990 Bonds shall not be deemed to constitute a debt of the State of Georgia or City of Smyrna nor a pledge of the faith and credit of said State or City, nor shall said State or City be subject to any pecuniary liability or other liability thereon. The issuance of the Series 1990 Bonds shall not directly, indirectly or contingently obligate said State or said City to levy or to pledge any form of taxation whatever therefor or to make any appropriation for the payment thereof. We express no opinion with respect to the accuracy, completeness or sufficiency of the Authority's Official Statement pertaining to the Series 1990 Bonds, nor any opinion as to compliance by the Authority or the underwriter of the Series 1990 Bonds with any federal or state statute, regulation or ruling with respect to the sale or distribution of the Series 1990 Bonds. In rendering our opinion set forth below that the interest on the Series 1990 Bonds is excluded from gross income for federal income tax purposes, we have relied as to questions of fact material to our opinion upon certain certificates and certified proceedings of public officials, including officials of the Authority and the City, and representations of the Authority with respect to the use of the proceeds of the Series 1990 Bonds and the nature and use of the facilities being financed or refinanced thereby without undertaking to verify the same by independent investigation. The Authority has covenanted in the 1990 Bond Resolution that it will not, subsequent to the date hereof, intentionally use any portion of the proceeds of the Series 1990 Bonds to acquire higher yielding investments or to replace funds which were used directly principal maturing (or subject to mandatory redemption) on the 1st day of February, years and in the amounts, as follows: Year Amount Year Amount Year Amount 1992 $ 30,000 2001 $255,000 2010 $470,000 1993 95,000 2002 275,000 2011 505,000 1994 165,000 2003 290,000 2012 540,000 1995 175,000 2004 315,000 2013 580,000 1996 185,000 2005 335,000 2014 625,000 1997 195,000 2006 360,000 2015 670,000 1998 210,000 2007 385,000 2016 715,000 1999 225,000 2008 410,000 2000 240,000 2009 440,000 ; and WHEREAS, said Series 1990 Bonds were duly validated by judgment of the Superior Court of Cobb County, Georgia, on the 7th day of March, 1990; and WHEREAS, Lex Jolley & Co., Inc., Atlanta, Georgia has offered to purchase the Series 1990 Bonds at a discount pursuant to a Bond Purchase Agreement, dated the date hereof, at a purchase price of $8,607,445 plus accrued interest to date of delivery and the rates of interest set by Lex Jolley & Co., Inc. do not exceed the maximum rate of interest for any year over the life of the Series 1990 Bonds as set forth in the resolution of February 5, 1990 and the Series 1990 Bonds shall bear interest from date at the rates per annum hereinafter set forth, and the sale of said Series 1990 Bonds at that price will provide the Authority with sufficient funds to finance the cost of the overall undertaking now contemplated by the Authority as set forth in said resolution of February 5, 1990; and c:\docs\corp\c175865.02\resoltn.int (MJE) 2 Downtown Smyrna Development Authority Page 4 or indirectly 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"), that it will comply with the arbitrage rebate requirements of Section 148(f) of the Code and that it will expend the proceeds of the Series 1990 Bonds in compliance with the applicable provisions of Section 141 to 149, inclusive, of the Code. Failure to comply with such covenants could cause interest on the Series 1990 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 1990 Bonds. We have also examined an executed and fully registered bond of this issue, and we are of the opinion that: (a) The amendment to Article VII, Section VII, Paragraph I of the Constitution of the State of Georgia of 1945 (Georgia Laws 1970, p. 1117 et seq.) has been duly ratified and proclaimed and now constitutes a valid part of the Constitution of the State of Georgia of 1983 and is of full force and effect, and pursuant thereto and the provisions of the "Downtown Smyrna Development Authority Act" (the "Authority Act"), the Authority is now legally created and existing as a body corporate and politic and as such it is deemed to be a political subdivision of the State of Georgia. (b) The Authority Act and the Revenue Bond Law are valid and the 1989 Bond Resolution and the 1990 Bond Resolution provide for the payment into the Sinking Fund of the amounts required to pay the principal of and interest on the Series 1989 Bonds, the Series 1990 Bonds and any bonds hereafter issued on a parity therewith as the same became due and payable, either at maturity or by proceeding for mandatory redemption. (c) Under authority of the Constitution, the Authority Act and laws of the State of Georgia, the Authority and the City were authorized to enter into the Lease Contract. The Lease Contract is the valid and binding obligation of the parties thereto. (d) The lien created on all moneys received from the City as Basic Lease Payments pursuant to the provisions of the Lease Contract securing the payment of debt service requirements on the Series 1989 Bonds and the Series 1990 Bonds constitutes a first or prior pledge of said moneys to any that can hereafter be made, except that the Authority may issue, from time to time under certain terms and conditions as set forth in the 1989 Bond Resolution and 1990 Bond Resolution, additional bonds, and if issued, said bonds shall Downtown Smyrna Development Authority Page 5 be payable, both principal and interest, from said moneys and shall stand on a parity as to lien on said moneys with the Series 1989 Bonds and the Series 1990 Bonds. (e) The Series 1990 Bonds are the valid and binding obligations of the Authority in accordance with the terms thereof, payable solely from the Sinking Fund, which Sinking Fund, by the 1989 Bond Resolution and the 1990 Bond Resolution, is pledged to and charged with the payment of the principal of and the interest on the Series 1989 Bonds, the Series 1990 Bonds and any parity bonds therewith hereafter issued. ( f ) The interest on the Series 1990 Bonds is exempt from present income taxation within the State of Georgia. (g) Assuming compliance with the above -described covenants, based on the existing statutes, regulations, rulings and court decisions, interest on the Series 1990 Bonds (i) is excluded from gross income for federal income tax purposes and (ii) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; provided, however, it should be noted that with respect to corporations (as defined for federal income tax purposes) such interest is taken into account in determining adjusted current earnings for the purpose of computing the federal alternative minimum tax imposed on such corporations. We express no opinion regarding other federal tax consequences arising with respect to the Series 1990 Bonds. Very truly yours, SUTHERLAND, ASBILL & BRENNAN By: [Letterhead of Sutherland, Asbill & Brennan] April 1990 Lex Jolley & Co., Inc. Atlanta, Georgia RE: $8,690,000 Downtown Smyrna Development Authority Revenue Bonds, Series 1990 Gentlemen: This opinion is being delivered to you pursuant to Section 5(b)(i) of the Bond Purchase Agreement, dated March 22, 1990, among you, the City of Smyrna, Georgia, and the Downtown Smyrna Development Authority (the "Issuer") relating to the above -referenced bonds (the "Bonds"). We have acted as Bond Counsel in connection with the issuance of the Bonds, and reference is hereby made to our approving opinion of even date herewith addressed to the Issuer and delivered to you concurrently herewith. You may rely upon such opinion as if the same were addressed to you. In connection with the issuance of the Bonds, we have examined the following: (a) the proceedings, documents, and papers described in our opinion of even date herewith addressed to the Issuer; (b) the Preliminary Official Statement, dated March 13, 1990 (the "Preliminary Official Statement"), and the Official Statement, dated March 22, 1990 (the "Official Statement"), relating to the Bonds; and (c) such other information, papers, and documents as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed. In our examination of the aforesaid proceedings and documents, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all Lea Jolley & Co., Inc. April 1990 Page 2 u documents submitted to us as copies, the authenticity of the originals of such latter documents, and the correctness of any facts stated in all of such documents. Based upon the foregoing we are of the opinion that the statements in the Preliminary Official Statement and in the Official Statement under the headings "The Series 1990 Bonds" and "Security and Source of Payment for the Series 1990 Bonds" and the statements in Appendix E to the Preliminary Official Statement and the Official Statement, insofar as such statements constitute summaries of the terms of the Bonds and the instruments described in Appendix E to the Preliminary Official Statement and the Official Statement, and the statements in the Preliminary Official Statement and the Official Statement under the heading "Tax Exemption", insofar as such statements constitute summaries of the matters set forth therein, constitute fair and accurate summaries of the portions thereof purported to be summarized; but no further opinion is expressed with respect to the accuracy, completeness, or sufficiency of the Preliminary Official Statement or the Official Statement nor is any opinion expressed with respect to compliance by the Issuer or any other person with any federal or state statute, regulation, or ruling with respect to the sale or distribution of the Bonds. We have acted as Bond Counsel in connection with the issuance of the Bonds and, as such, have reviewed only those documents, opinions, certificates, and proceedings necessary to enable us to render our opinion to the Issuer of even date herewith as to the legality and validity of the Bonds and the tax-exempt status of the interest thereon. Except to the extent set forth above, we have not prepared, or assumed responsibility for, the Preliminary Official Statement or the Official Statement and have not undertaken to check or confirm the accuracy or completeness of, or verified the information contained in, the Preliminary Official Statement or the Official Statement. Very truly yours, SUTHERLAND, ASBILL & BRENNAN By: Partner 6061=.22e1.01 Exhibit D [Letterhead of Cochran, Camp & Snipes] April 1990 Lex Jolley & Co., Inc. Atlanta, Georgia Sutherland, Asbill & Brennan Atlanta, Georgia RE: $8,690,000 Downtown Smyrna Development Authority Revenue Bonds, Series 1990 Gentlemen: We have acted as counsel to the Downtown Smyrna Development Authority (the "Issuer") preliminary to and in connection with the issuance and sale by the Issuer of $8,690,000 in aggregate principal amount of its Revenue Bonds, Series 1990, dated February 1, 1990 (the "Series 1990 Bonds"). In so acting, we have examined, among other things, an amendment to Article VII, Section VII, Paragraph I of the Constitution of the State of Georgia of 1945 (1970 Ga. Laws 1117 pt sea.), specifically continued pursuant to an Act of the General Assembly of the State of Georgia (1986 Ga. Laws 3957 et sea.), certified copies of excerpts from minutes of each meeting of the Mayor and Council of the City of Smyrna at which the current members of the Issuer were appointed for their current terms, an Act of the General Assembly of the State of Georgia known as the "Downtown Smyrna Development Authority Act" (1989 Ga. Laws 4382 Pt sea., as amended), and originals, executed counterparts, or certified copies of the following: 1. The proceedings, including a Resolution adopted on September 5, 1989, as ratified, reaffirmed, supplemented, and amended by Resolutions adopted on November 8, 1989, February 5, 1990, and March 22, 1990 (collectively the "Resolution"), authorizing, among other things, the issuance and delivery of the Series 1990 Bonds and the execution, Lea Jolley & Co., Inc. Sutherland, Asbill & Brennan April 1990 Page Two delivery, receipt, and/or approval of a Bond Purchase Agreement, dated March 22, 1990 (the "Bond Purchase Agreement"), among the Issuer, the City of Smyrna, Georgia (the "City"), and Lex Jolley & Co., Inc. (the "Underwriter"), a Lease Contract, dated as of September 1, 1989 (the "Lease"), between the Issuer and the City, a Preliminary Official Statement dated March 13, 1990 (the "Preliminary Official Statement"), and an Official Statement dated March 22, 1990 (the "Official Statement"). 2. The Bond Purchase Agreement, the Lease, the Preliminary Official Statement, and the Official Statement and a specimen Series 1990 Bond. We have relied upon the following owner's title insurance policies held by the Issuer insuring the title of the Issuer to the real property and interests therein which are leased to the City pursuant to the Lease in issuing this opinion and have not examined title to any of the property insured by such policies after the date of each such policy: We have reviewed the foregoing title insurance policies insuring the title of the Issuer to the property described therein, and we know of no information which would cause us to question the accuracy of the matters stated therein, including, without limitation, the title of the Issuer to the property described therein, subject only to the exceptions set forth in such title policies. Based upon the foregoing and an examination of such other information, papers, and documents as we believed necessary or advisable to enable us to render this opinion, we are of the opinion, as of the date hereof, that: 1. The Issuer is a body corporate and politic and public corporation of the State of Georgia duly, created and validly existing under and by virtue of the Constitution and laws of the State of Georgia, including particularly the provisions of the Downtown Smyrna Development Authority Act, and has all requisite power and authority to adopt the Resolution and perform its obligations thereunder, to lease the property 694ERT-2281.01 Lea Jolley & Co., Inc. Sutherland, Asbill & Brennan April 1990 Page Three demised by the Lease (the "Leased Facilities") to the City, to enter into and perform its obligations under the Bond Purchase Agreement and the Lease, to execute and deliver the Official Statement to the Underwriter for distribution to the general public in connection with the offering by the Underwriter of the Series 1990 Bonds, and to grant the liens granted by it under the Resolution. 2. The Issuer has taken all action legally required to authorize the issuance, sale, and delivery of the Series 1990 Bonds and has duly authorized the adoption and performance of the Resolution, the execution, delivery, and performance of the Bond Purchase Agreement and the Lease, and the approval of the Official Statement. 3. The adoption by the Issuer of the Resolution, the authorization by the Issuer of the Official Statement, the issuance and delivery by the Issuer of the Series 1990 Bonds, the execution and delivery by the Issuer of the Bond Purchase Agreement, the Lease, and the other agreements and documents described in the Bond Purchase Agreement, and the performance by the Issuer of its obligations under and the consummation of the transactions described in all of the foregoing instruments and documents do not and will not conflict with or constitute, on the part of the Issuer, a breach or violation of or default under, any of the terms and provisions of any existing constitution, statute, law, or court or administrative rule or regulation, decree, order, or judgment to which the Issuer is subject or by which the Issuer or any of its properties is bound or any agreement, indenture, mortgage, lease, deed of trust, note, resolution, ordinance, contract, commitment, or other instrument or agreement to which the Issuer is a party or by which the Issuer or any of its properties is bound. 4. Each of the officers of the Issuer was on the date of execution of each of the instruments relating to the Series 1990 Bonds, was on the date of the execution of the Series 1990 Bonds, and is on the date hereof the duly elected or appointed qualified incumbent of his or her office of the Issuer. 694ERT-2281.01 Lea Jolley & Co., Inc. Sutherland, Asbill & Brennan April 1990 Page Four 5. The notices given prior to the respective meetings of the members of the Issuer at which the Resolution was adopted comply with the applicable notice requirements of Georgia law, and said meetings were conducted in accordance with the applicable requirements of Georgia law. 6. There is no action, suit, proceeding, inquiry, or investigation, at law or in equity, by or before any court or public board or body pending or, to the best of our knowledge and belief, after making due inquiry with respect thereto, threatened against or affecting the Issuer, nor to our knowledge is there any basis therefor, which in any way questions the creation or existence of the Issuer referred to in Section 2(a) of the Bond Purchase Agreement or the powers of the Issuer referred to in Section 2(b) of the Bond Purchase Agreement, or the validity of the proceedings resulting in the issuance and delivery of the Series 1990 Bonds, or wherein an unfavorable decision, ruling, or finding would adversely affect the transactions contemplated by the Bond Purchase Agreement or which in any way would adversely affect the validity or enforceability of the Series 1990 Bonds, the Resolution, the Bond Purchase Agreement, or the Lease or any other agreement or instrument to which the Issuer is a party and which is used or contemplated for use in connection with the consummation of the transactions contemplated by the Bond Purchase Agreement. 7. All permits, consents, permissions, approvals, or licenses and authorizations or orders of any court or governmental or regulatory bodies that are required to have been obtained as of the date hereof by the Issuer in connection with the ownership of the Leased Facilities, as contemplated by the Official Statement, the issuance, sale, and delivery of the Series 1990 Bonds, the adoption, execution, delivery, and performance of the Resolution, the Bond Purchase Agreement, and the Lease, and the consummation 'of the transactions contemplated thereby have been duly obtained and remain in full force and effect. We have no reason to believe, after making due inquiry, that the Issuer will not be able to maintain all such permits, consents, permissions, approvals, and licenses described in the preceding sentence or to obtain all such additional permits, consents, permissions, 694ERT-2281.01 Lea Jolley & Co., Inc. Sutherland, Asbill & Brennan April 1990 Page Five approvals, or licenses and authorizations or orders of any court or governmental or regulatory bodies as may be required on or prior to the date the Issuer is legally required to obtain the same. No additional or further approval, consent, permission, authorization, or order of any court or any governmental or public agency or authority not already obtained is required by the Issuer as of the date hereof in connection with the ownership of the Leased Facilities, the issuance, sale, and delivery of the Series 1990 Bonds, or the adoption, execution, delivery, and performance of the Resolution, the Bond Purchase Agreement, or the Lease. The opinion expressed in this paragraph 7 shall not extend to or otherwise cover any approvals that may be required by any federal or state securities laws. 8. The Issuer has never issued, assumed, guaranteed, or otherwise become liable in respect of any bonds, notes, or other obligations which are presently outstanding and which are secured in any manner by the Lease or by the rentals to be received under the Lease, other than as set forth in the Resolution, and the Issuer has not entered into or issued any instrument, resolution, ordinance, agreement, mortgage, security agreement, indenture, contract, or arrangement of any kind which might, on or after the date hereof, give rise to any lien or encumbrance on the Lease or the rentals to be received under the Lease, other than the Resolution. 9. The Resolution has been duly adopted by the Issuer, is in full force and effect in the form in which it was adopted, and constitutes the valid, binding, and legally enforceable obligation of the Issuer according to its import. The Bond Purchase Agreement and the Lease have been duly authorized, executed, and delivered by the Issuer and, assuming the due authorization, execution, and delivery by the other parties thereto, are each in full force and effect and constitute the valid, binding, and legally enforceable obligations of the respective parties thereto according to their import, and the Issuer is entitled to the benefits of the same. The Series 1990 Bonds have been duly authorized, executed, issued, and delivered by the Issuer and, assuming the due authentication 694ERT-2281.01 Lea Jolley & Co., Inc. Sutherland, Asbill & Brennan April 1990 Page Six thereof by Bank South, N.A., as bond registrar, constitute the valid and legally binding special or limited obligations of the Issuer, are entitled to the benefit and security of the Resolution and the Lease, and 'are enforceable in accordance with their terms. 10. The Issuer has good, marketable, and valid title in fee simple to the Leased Facilities, which is held by the Issuer free and clear of any encumbrance or lien. There are no reservations, restrictions, or easements which adversely affect the use, as contemplated in the Official Statement, of the Leased Facilities. ' 11. The Official Statement has been duly authorized, executed, and delivered by the Issuer, and the Issuer has duly approved the use of the Preliminary Official Statement and the Official Statement by the Underwriter in connection with the offering of the Series 1990 Bonds. 12. As general counsel to the Issuer, we have rendered legal advice and assistance to the Issuer in the course of the financing. Such assistance involved, among other things, discussions and inquiries concerning various legal matters and review of various documents relating to the offering and the preparation of the Preliminary Official Statement and the Official Statement and participation in conferences during which the contents of the Preliminary Official Statement and the Official Statement and related matters were discussed and reviewed, and we have made investigations and have considered the statements contained in the Preliminary Official Statement and the Official Statement. To the best of our knowledge, after making due inquiry with respect thereto, the statements contained in the Preliminary Official Statement and the Official Statement under the captions INTRODUCTION, THE AUTHORITY, PURPOSE OF SERIES 1990 BONDS, FUTURE FINANCING, LITIGATION (pertaining to the Issuer), and VALIDATION are accurate statements or summaries of the matters set forth therein and fairly represent the information purported to be shown and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in 694ERT-2281.01 Lex Jolley & Co., Inc. Sutherland, Asbill & Brennan April _, 1990 Page Seven order to make the statements made therein, in light of the circumstances under which they,were made, not misleading. In addition, while we do not pass upon or assume responsibility for the accuracy, completeness, or fairness of the Preliminary Offical Statement or the Official Statement (other than the opinion given in the preceding sentence), nothing has come to our attention which leads us to believe that any portions of the Preliminary Official Statement or the Official Statement contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The foregoing opinions are qualified to the extent that the enforceability of the Series 1990 Bonds, the Resolution, the Bond Purchase Agreement, or the Lease might be limited by (i) bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally heretofore or hereafter enacted to the extent of their enforcement, (ii) judicial discretion in the application of principles of equity, and (iii) the valid exercise of the sovereign police powers of the State of Georgia and its governmental bodies and the constitutional powers of the United States of America. The foregoing opinions with respect to (i) the Issuer's title to the Leased Facilities and (ii) matters of record in the real property records of Cobb County, Georgia are given in sole reliance on the title insurance policies hereinbefore described. No opinion is given as to the tax exempt status of the Series 1990 Bonds or the interest thereon. No opinion is given concerning the requirement for registration of the Series 1990 Bonds under the securities laws of any state or the Securities Act of 1933, as amended, nor is an opinion given concerning qualification of any document under the Trust Indenture Act of 1939, as amended. Very truly yours, COCHRAN, CAMP & SNIPES BY: Partner 694ERT-2281.01 Exhibit E [To COMO] Exhibit F [Letterhead of Peterson Young Self & Asselin] April 1990 Lex Jolley & Co., Inc. Atlanta, Georgia RE: $8,690,000 Downtown Smyrna Development Authority Revenue Bonds, Series 1990 Gentlemen: We have acted as your counsel in connection with your acting as underwriter on a "firm commitment" basis for the above -captioned bonds (the "Bonds"). In so acting, we have examined originals, executed counterparts, or certified copies of the following: (a) the resolution adopted by the Downtown Smyrna Development Authority (the "Issuer") on September 5, 1990, as ratified, reaffirmed, supplemented, and amended by the resolutions adopted on November 8, 1989, February 5, 1990, and March 22, 1990 (the "Resolution"), (b) the Bond Purchase Agreement, dated March 22, 1990 (the "Bond Purchase Agreement"), among the Issuer, the City of Smyrna, Georgia (the "City"), and Lex Jolley & Co., Inc., (c) the Lease Contract, dated as of September 1, 1989, between the Issuer and the City, (d) the Preliminary Official Statement, dated March 13, 1990 (the "Preliminary Official Statement"), relating to the Bonds, Lea Jolley & Co., Inc. April , 1990 Page 2 (e) the Official Statement, dated March 22, 1990 (the "Official Statement"), relating to the Bonds, (f) a transcript of the proceedings of the Issuer relating to the authorization, issuance, and delivery of the Bonds, and (g) the opinions and certificates required to be delivered pursuant to the Bond Purchase Agreement. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to original documents of all copies submitted to us as certified, conformed, or photographic copies, and, as to certificates, we have assumed the same to be properly given and to be accurate. Based upon the foregoing and an examination of such other information, papers, and documents as we believe necessary or advisable to enable us to render this opinion, we are of the opinion, as of the date hereof, as follows: 1. The Bonds are exempt securities within the meaning of Section 3(a)(2) of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification under Section 304(a)(4), of the Trust Indenture Act of 1939, as amended, to the extent provided in such Acts, respectively, and it is not necessary in connection with the offer and sale of the Bonds to the public to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Resolution under, or to issue the Bonds under any indenture qualified under, the Trust Indenture Act of 1939, as amended. We have not undertaken to independently verify the accuracy or completeness of the statements contained in the Preliminary Official Statement or the Official Statement. Nevertheless, we have rendered legal advice and assistance to you in the course of the offering and sale of the Bonds. Such assistance involved, among other things, discussions and inquiries concerning various legal matters, the review of the documents referred to above, and discussions with you and with representatives of the Issuer, the City, and their counsel in connection with the preparation of the Preliminary Official Statement and the Official Statement. We have also obtained certificates as to factual matters and legal opinions from these M Lex Jolley & Co., Inc. April , 1990 Page 3 parties and their counsel in regard to the Preliminary Official Statement and the Official Statement and certain information contained therein. The performance of the services referred to above, the discussions referred to above, and our examination of the factual certifications and legal opinions referred to above did not disclose to us any information which would lead us to believe that the Preliminary Official Statement or the Official Statement (other than the financial statements and related notes included therein, as to which we express no view) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein made, in light of the circumstances under which they were made, not misleading. We have reviewed the opinions, dated today, of Cochran, Camp & Snipes, Smyrna, Georgia, counsel to the Issuer, Cochran, Camp & Snipes, Smyrna, Georgia, counsel to the City, and Sutherland, Asbill & Brennan, Atlanta, Georgia, Bond Counsel, furnished to you in accordance with the provisions of the Bond Purchase Agreement. Such opinions are appropriately responsive to the requirements of the Bond Purchase Agreement. This letter is furnished by us as your counsel and is solely for your benefit and not for dissemination in connection with the offer and sale of the Bonds, and no other person or entity shall be entitled to rely upon this opinion without our express written consent. Very truly yours, PETERSON YOUNG SELF & ASSELIN By: Partner 695ERT-2261.01 EBhibit G This draft is furnished solely for the purpose of indicating the form of letter that we would expect to be able to furnish Lex Jolley & Co., Inc. in response to their request, the matters expected to be covered in the letter, and the nature of the procedures that we would expect to carry out with respect to such matters. Based on our discussions with Lex Jolley & Co., Inc., it is our understanding that the procedures outlined in this draft letter are those they wish us to follow. Unless Lex Jolley & Co., Inc. informs us otherwise, we shall assume that there are no additional procedures they wish us to follow. The text of the letter itself will depend, of course, upon the results of the procedures, which we would not expect to complete until shortly before the letter is given and in no event before the cutoff date indicated therein. March 13, 1990 City of Smyrna Smyrna, Georgia Lex Jolley & Co., Inc. Atlanta, Georgia Gentlemen: FOR MAO. We have audited the general purpose financial statements of the City of Smyrna ( the "city") as of and for the year ended June 30, 1989, included in Appendix A to the Official Statement dated February 1, 1990 relating to the sale of $8,690,000 aggregate principal amount of Downtown Smyrna Development Authority (Georgia) Revenue Bonds, Series 1990 (the "Official Statement"). In connection with the Official Statement: 1. We are independent certified public accountants with respect to the City within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants. 2. We have not audited any financial statements of the City as of any date or for any period subsequent to June 30, 1989; although we have performed an audit for the year ended June 30, 1989, the purpose (and therefore the scope) of such audit was to enable us to express an opinion on the general purpose financial statements as of June 30, 1989, and for the year then ended, but not on any financial statements for any interim period within that year. Therefore, we are unable to and do not express any opinion on the City's financial position, results of operations, and changes in finan- cial position of its enterprise fund as of any date or for any period subsequent to June 30, 1989. 3. For the purposes of this letter, we have read the 1989 and 1990 minutes of meetings of the City as set forth in the minute books at March 13, 1990, officials of the City having advised us that the minutes of all such meetings through that date were set forth therein; and we have carried out other procedures to March 13, 1990 as follows: City of Smyrna Lex Jolley & Co., Inc. March 13, 1990 2 a. With respect to the six-month period ended December 31, 1989, we have: (i) Read the incomplete unaudited financial statements of the general fund of the City (incomplete in that relevant footnotes were not available) for the six months ended December 31, 1989 included in Appendix B to the Official Statement. (ii) Made inquiries of certain officials of the City who have responsi- bility for financial and accounting matters as to whether the incomplete unaudited financial statements of the general fund referred to under (i) are stated on a basis substantially con- sistent with that of the general fund financial statements included in the audited general purpose financial statements referred to in the introductory paragraph of this letter. b. With respect to the period from January 1, 1990 to February 28, 1990, we have: (i) Read the incomplete unaudited financial statements of the general fund of the City (incomplete, in that relevant footnotes were not available), for January and February of 1990 furnished to us by the City, officials of the City having advised us that no such financial statements as of any date or for any period subsequent to February 28, 1990 were available; and (ii) Made inquiries of certain officials of the City who have responsi- bility for financial and accounting matters as to whether the incomplete unaudited financial statements referred to in 3b(i) above are stated on a basis substantially consistent with that of the general fund financial statements included in the audited general purpose financial statements referred to in the introduc- tory paragraph of this letter. The foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards. Also, they would not necessar- ily reveal matters of significance with respect to the comments in the following paragraph. Accordingly, we make no representations regarding the sufficiency of the foregoing procedures for your purposes. 4. Nothing came to our attention as a result of the foregoing procedures, however, that caused us to believe that: a. The incomplete unaudited financial statements of the general fund of the City described in 3a(i), included in Appendix B to the Official Statement, are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the City of Smyrna Lex Jolley & Co., Inc. March 13, 1990 3 general fund financial statements included in the audited general purpose financial statements referred to in the introductory paragraph of this letter; or b. At February 28, 1990, there was any decrease in the total general fund equity of the City as compared with the amounts shown in the incomplete unaudited financial statements of the general fund of the City for the six months ended December 31, 1989 included in Appendix B to the Official Statement, except in all instances for decreases that the Official Statement discloses have occurred or may occur. 5. As mentioned under 3b, Officials of the City have ,advised us that o financial statements of the general fund of the City for any pi od subsequent to February 28, 1990 are available; accordingly, the procedures carried out by us with respect to decreases in total general fund equity after February 28, 1990 have, of necessity, been even more limited than those with respect to the periods referred to in 3 responsibility made for in- quiries of certain officials of the City res P financial and accounting matters as to whether there was any decrease at March 13, 1990 in total general fund equity of the City, as compared with the amount shown in the incomplete unaudited financial statements of the general fund of the City for the six months ended December 31, 1989 included in the Official Statement. On the basis of these inquiries and our reading of the minutes as described in 3, nothing came to our attention that caused us to believe that there was any such decrease, except in all instances for decreases which the Official Statement discloses have occurred or may occur. 6. For the purposes of this letter, we have also read the following, set forth in the Official Statement on the indicated page. 10 The table entitled "City of Smyrna (Georgia) General Fund Summary of Revenues, Expenditures, and Changes in Fund Balance." 7. Our audit of the general purpose financial statements for the period referred to in the introductory paragraph of this letter comprised audit tests and procedures deemed necessary for the purpose of expressing an opinion on such financial statements taken as a whole. For no period referred to therein nor any other period did we perform audit tests for the purpose of expressing an opinion on individual balances of accounts or summaries of selected transactions such as those enumerated above, and, accordingly, we express no opinion thereon. City of Smyrna Lex Jolley & Co., Inc. March 13, 1990 4 8. However, for purposes of this letter, we have performed the following addi- tional procedures, which were applied as indicated with respect to the item enumerated in 6 above: Procedures and We compared the amounts in the table to the audited general purpose finan- cial statements of the City for the years ended June 30, 1985, 1986, 1987, 1988, 1989 and found them to be in agreement. 9. It should be understood that we make no representations regarding ques- tions of legal interpretation or regarding the sufficiency for your purposes of the procedures enumerated in the preceding paragraph; also, such procedures would not necessarily reveal any material misstatement of the amounts listed above. Further, we have addressed ourselves solely to the foregoing data as set forth in the Official Statement and make no representations regarding the adequacy of disclosure or regarding whether any material facts have been omitted. 10. This letter is solely for the information of the addressees and to assist the underwriter in conducting and documenting its investigation of the affairs of the City in connection with the offering of the bonds covered by the Official Statement, and it is not to be used, circulated, quoted, or otherwise referred to within our without the underwriting group or for any other purpose, including but not limited to the offering, purchase, or sale of such bonds, nor is it to be filed with or referred to in whole or in part in the Official Statement or any other document, except that reference may be made to it in the bond purchase agreement or in any list of closing documents pertaining to the offering of the bonds covered by the Official Statement. Very truly yours, A RESOLUTION TO AMEND THE OPTIONAL REDEMPTION PROVISIONS ` APPLICABLE TO THE DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY REVENUE BONDS, SERIES 1990; TO RESCIND THE DESIGNATION OF THE SERIES 1990 BONDS AS "QUALIFIED TAX EXEMPT OBLIGATIONS" WITHIN THE MEANING OF SECTION 265 (b) (3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; TO RATIFY, REAFFIRM AND AMEND THE SERIES 1990 BOND RESOLUTION ADOPTED FEBRUARY 5, 1990, AS AMENDED BY A RESOLUTION ADOPTED MARCH 22, 1990: WHEREAS, the Downtown Smyrna Development Authority (the "Authority"), pursuant to a Bond Resolution adopted February 5, 1990 (the "Bond Resolution"), has authorized the issuance of $8,690,000 aggregate principal amount of its Revenue Bonds, Series 1990 (the "Series 1990 Bonds"); and WHEREAS, the Bond Resolution has been supplemented by the Authority pursuant to a Resolution adopted March 22, 1990 (the "Supplemental Resolution"), pursuant to which the Authority specified the interest rates applicable to the Series 1990 Bonds and authorized the execution and delivery of said Series 1990 Bonds; and WHEREAS, the Authority desires to modify the optional redemption provisions applicable to the Series 1990 Bonds set forth in the Bond Resolution and to rescind the election to designate the Series 1990 Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). c:\docs\pf\c175865.02\resoamen.jbw M NOW, THEREFORE, BE IT RESOLVED, by the Downtown Smyrna Development Authority, and it is hereby resolved by the authority of the same, that the first two sentences of the first paragraph of Section 8 of the Bond Resolution be deleted and in lieu thereof two new sentences be substituted as follows: The Series 1990 Bonds may be redeemed at the option of the Authority either in whole or in part on any interest payment date with respect thereto in any year not earlier than February 1, 1999, from any moneys which may be available for such purpose and deposited with the Paying Agent on or before the date fixed for redemption. The optional redemption of Series 1990 Bonds shall be made by the payment of the principal amount of the Series 1990 Bonds to be redeemed and accrued interest thereon to the date of redemption, together with the premium of two percent (2%) of such principal amount if redeemed on or prior to August 1, 1999, one percent (1%) of such principal amount if redeemed thereafter and on or prior to August 1, 2000, and at par without a premium if redeemed thereafter and before maturity. BE IT FURTHER RESOLVED by the Authority aforesaid, and it is hereby resolved by the authority of the same, that the Authority hereby rescinds the election set forth in Section 17 of the Bond Resolution designating the Series 1990 Bonds as "qualified tax- exempt obligations" within the meaning of Section 265(b)(3) of the Code. BE IT FURTHER RESOLVED by the Authority aforesaid, and it is hereby resolved by the authority of the same, that all of the terms, conditions, provisions and covenants of the Bond Resolution and the Supplemental Resolution authorizing the issuance of the Series 1990 Bonds are hereby ratified and reaffirmed and said resolutions are hereby amended as herein provided. c:\docs\pf\c175865.02\resoamen.jbv - 2 - BE IT FURTHER RESOLVED by the Authority aforesaid, and it is hereby resolved by the authority of the same, that any and all resolutions or parts of resolutions in conflict with this Resolution this day adopted be and the same are hereby repealed. c:\docs\pf\c175865.02\resoamen.jbw - 3 SECRETARY AND TREASURER'S CERTIFICATE GEORGIA, COBB COUNTY I, Willouise C. Spivey, Secretary and Treasurer of the Downtown Smyrna Development Authority, DO HEREBY CERTIFY that the foregoing pages constitute a true and correct copy of the resolution adopted by said Authority at an open public meeting duly called and lawfully assembled at 6:30 p.m. on the 2nd day of April, 1990 amending the optional redemption provisions applicable to the Series 1990 Bonds and rescinding an election to designate the Series 1990 Bonds as "qualified tax-exempt obligations," the original of said resolution being duly recorded in the Minute Book of said Authority, which Minute Book is in my custody and control. I do hereby further certify that the following members of the Authority were pVesent at said meeting: anA that the following members were Jimmy Wilson and that said resolution was duly adopted by a vote of Aye 6 Nay 0 WITNESS my hand and the official seal of the Downtown Smyrna Development Authority, this the 2nd day of April, 1990. Secretary and Tre' urer (S E A L) c:\docs\pf\c175865.02\resoamen.jbv LIMITED *e17_-A1'(Ky4 &em/ STATE OF GEORGIA OP COUNTY OF COBB THIS INDENTURE, Made the 9th day of April , in the year one thousand nine hundred ninety , between the CITY OF SMYRNA, a Georgia municipal corporation of the County of Cobb , and State of Georgia, as party or parties of the first part, hereinafter called Grantor, and the DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY, as party or parties of the second part, hereinafter called Grantee (the words "Grantor" and "Grantee" to include their respective heirs, successors and assigns where the context requires or permits). WIT14ESSETH that: Grantor, for and in consideration of the sum of --TEN DOLLARS 6 OTHER VALUABLE CONSIDERATIONS ------------------------- ($10.00--- ) DOLLARS in hand paid at and before the sealing and delivery of these presents, the receipt whereof is hereby acknowledged, has granted, bargained, sold, aliened, conveyed and confirmed, and by these presents does grant, bargain, sell, alien, convey and confirm unto the said Grantee, See The Attached Four (4) pages for Legal Description. m D A z o Cobb county. Gearpe Rat Esute Transfer Tu A n Pad c1 P = ;0 Dee JAY C. Stephenson 2 --j m Gag of Superior Coed This instrument is given pursuant to resolution of the Mayor and Council of the City of Smyrna duly passed at a regular meeting, all and proper notices having been given. TO HAVE AND TO HOLD the said tract or parcel of land, with all and singular the rights, members and appurtenances thereof, to the acme being, belonging, or in anywise appertaining, to th only proper use, benefit and behoof of the said Grantee forever in FEE SIMPLE. AND THE SAID Grantor will warrant and forever defend the right and title to the a ve��Q d cribeed. property gunntto the said Grantee against the claims of all persons claiming by o th� to ��c3 t IN WITNIQSS W N&F, the Grantor has signed and sealed this deed, the day and year a ve w tten. Signed, seal delivered in presence of: City�S,,_��__g: B�) T w,NEss C� A. Mai01 Bacon, M or � " Attest: r) Jo-- & A ( .wpr�rt usuc City Cler ••• 1JJl m5698 PG0415 r All that tract or parcel of land lying and being in Land Lots 520, 521, 522, and 428 of the 17th District► 2nd Second Section of Cobb County► Georgia as shown per plat of survey thereof by Planners and Engineers Collaborative. John A. McCleskey► R.L.S. # 2355 WHICH SURVEY IS MADE A PART HEREOF FOR MORE PARTICULAR DESCRIPTION AND DELINEATION and being more particularly described as follows: BLOCK A Beginning at an iron pin at the intersection of the westerly right of way of Fuller Street and the northerly right of way of Powder Springs Street; running thence North 88 degrees 52 minutes 34 seconds Westt along the northerly right of way of Powder Springs Street► a distance of 83.35 feet to an iron pin; thence North 89 degrees 06 minutes 00 seconds West► along the northerly right of way of Powder Springs Street, a distance of 309.17 feet to an iron pin; thence along the arc, clockwise, of the northerly right of way of Powder Springs Streett having a radius of 327.42 feet► an arc distance of 207.84 feet (said arc being subtended by a chord North 76 degrees 52 minutes 14 seconds West, a distance of 204.37) feet to an iron pin; thence North 00 degrees 52 minutes 04 seconds West► a distance of 343.84 feet to an iron pin; thence North 86 degrees 43 minutes 10 seconds East► a distance of 28.93 feet to an iron pin; thence North 00 degrees 48 minutes 00 seconds West► a distance of 248.88 feet to an iron pin; thence South 86 degrees 12 minutes 45 seconds East, a distance of 305.60 feet to an iron pin; thence South 17 degrees 14 minutes 37 seconds East, a distance of 55.31 feet to an iron pin; thence North 85 degrees 35 minutes 03 seconds East, a distance of 297.20 feet to an iron pin; thence South 13 degrees 50 minutes 23 seconds East, a distance of 100.00 feet to an iron pin; thence South 85 degrees 47 minutes 22 seconds West a distance of 89.09 feet to an iron pin; thence South 18 degrees 12 minutes 57 seconds East a distance of 111.53 feet to an iron pin; thence North 89 degrees 05 minutes 24 seconds East a distance of 46.36 feet to an iron pin; thence South 80 degrees 59 minutes 12 seconds East a distance of 96.75 feet to an iron pin; thence South 11 degrees 09 minutes 05 seconds East a distance of 131.25 feet to an iron pin; thence South 86 degrees 15 minutes 19 seconds East a distance of 57.08 feet to an iron pin; thence South 26 degrees 16 minutes 24 seconds East a distance of 3.15 feet to an iron pin; thence North 76 degrees 21 minutes 40 seconds East a distance of 99.0 feet to an iron pin on the southwesterly right of way of Atlanta Street (a/k/a State Route 3); thence southeasterly along the southwesterly right of way of Atlanta Street, South 11 degrees 56 minutes 17 seconds East a distance of 101.85 feet to an iron pin; continuing thence southeasterly along the southwesterly right of way of Atlanta Street, South 11 degrees 54 minutes 46 seconds East a distance of 90.00 feet to an iron pin; thence South 82 degrees 30 minutes 39 seconds West a distance of 98.71 feet to an iron pin; thence South 11 degrees 54 minutes 51 seconds East a distance of 60.84 feet to an iron pin on the northerly right of way of Powder Springs Street; running thence North 89 degrees 26 minutes 27 seconds West, along the northerly right of way of Powder Springs Street, a distance of 176.63 feet to an iron pin; thence North 89 degrees 21 minutes 31 seconds West, along the northerly right of way of Powder Springs Street, a distance of 96.89 feet to an iron pin; thence North 87 degrees 35 minutes 49 seconds Westr along the northerly right of way of Powder Springs Street, and across Fuller Street► a distance of 20.08 feet to an iron pin and the Point of Beginning. 80698pc0416 BLOCK B BEGINNING at an iron pin at the intersection of the southerly right of way of Powder Springs Street and the easterly right of way of Hamby Street; running thence South 62 degrees 47 minutes 02 seconds Easti along the southerly right of way of Powder Springs Street, a distance of 84.00 feet to an iron pin; thence South 88 degrees 52 minutes 02 seconds East► along the southerly right of way of Powder Springs Street, a distance of 152.50 feet to an iron pin; thence South 89 degrees 27 minutes 32 seconds East, along the southerly right of way of Powder Springs Street, a distance of 139.78 feet to an iron pin; thence South 88 degrees 59 minutes 27 seconds East, along the southerly right of way of Powder Springs Street, a distance of 60.00 feet to an iron pin; thence South 89 degrees 01 minutes 41 seconds East, along the southerly right of way of Powder Springs Street, a distance of 100.00 feet to an iron pin; thence South 89 degrees 09 minutes 27 seconds East, along the southerly right of way of Powder Springs Street► a distance of 79.93 feet to an iron pin; thence South 89 degrees 14 minutes 41 seconds East, along the southerly right of way of Powder Springs Street, a distance of 99.99 feet to an iron pin; thence South 00 degrees 04 minutes 16 seconds West, a distance of 100.00 feet to an iron pin on the northerly right of way of Sunset Avenue (a/k/a Sunset Boulevard); running thence North 88 degrees 59 minutes 46 seconds West► along the northerly right of way of Sunset Avenue► a distance of 100.00 feet to an iron pin; thence North 89 degrees 09 minutes 12 seconds West, along the northerly right of way of Sunset Avenue► a distance of 79.35 feet to an iron pin; thence North 89 degrees 01 minutes 50 seconds West, along the northerly right of way of Sunset Avenue, a distance of 100.24 feet to an iron pin; thence North 89 degrees 01 minutes 14 seconds West, along the northerly right of way of Sunset Avenue► a distance of 60.11 feet to an iron pin; thence North 88 degrees 40 minutes 18 seconds West► along the northerly right of way of Sunset Avenue, a distance of 139.58 feet to an iron pin; thence North 88 degrees 52 minutes 52 seconds West, along the northerly right of way of Sunset Avenue, a distance of 227.00 feet to an iron pin on the easterly right of wat of Hamby Street; thence North 00 degrees 08 minutes 18 seconds West► along the easterly right of way of Hamby Street, a distance of 137.00 feet to an iron pin and the Point of BEGINNING. BLOCK C BEGINNING at an iron pin at the intersection of the southerly right of way of Sunset Avenue and the easterly right of way of Hamby Street; running thence South 89 degrees 25 minutes 15 seconds East, along the southerly right of way of Sunset Avenue, a distance of 185.00 feet to an iron pin; thence South 88 degrees 44 minutes 19 seconds East, along the southerly right of way of Sunset Avenue, a distance of 99.00 feet to an iron pin; thence South 88 degrees 44 minutes 19 seconds East, along the southerly right of way of Sunset Avenue, a distance of 102.99 r` feet to an iron pin; thence South 88 degrees 44 minutes 19 seconds Eastr along the southerly right of way of Sunset Avenue, -.T a distance of 81.79 feet to an iron pin; thence South 88 degrees CO 52 minutes 55 seconds East, along the southerly right of way of Sunset Avenue, a distance of 68.09 feet to an iron pin; thence to South 00 degrees 21 minutes 59 seconds East, a distance of 5.00 4A feet to an iron pin; thence South 89 degrees 06 minutes 07 %* seconds East, along the southerly right of way of Sunset Avenue, to a distance of 140.99 feet to an iron pin; thence South 88 degrees bc m 50 minutes 43 seconds East, a distance of 86.64 feet to an iron pin; thence South 06 degrees 36 minutes 34 seconds East, a distance of 198.60 feet to an iron pin; thence South 88 degrees 24 minutes 44 seconds West, a distance of 33.53 feet to an iron pin; thence South 01 degrees 13 minutes 11 seconds West, a distance of 142.60 feet to an iron pin; on the northerly right of way of Bank Street; running thence North 88 degrees 41 minutes 44 seconds West, along the northerly right of wAv of RAnk S*ro,s*. a distance of 50.00 feet to an iron pin; thence North 89 degrees 58 minutes 19 seconds West, along the northerly right of way of Bank Street, a distance of 51.67 feet to an iron pin; thence South 89 degrees 38 minutes 26 seconds West, along the northerly right of way of Bank Street, a distance of 105.91 feet to an iron pin; thence North 00 degrees 55 minutes 39 seconds West, a distance of 143.97 feet to an iron pin; thence North 89 degrees 78 minutes 39 seconds West, a distance of 132.05 feet to an iron pin; thence South 00 degrees 14 minutes 42 seconds East, a distance of 147.11 feet to an iron pin; thence South 89 degrees 18 minutes 20 seconds West► along the northerly right of way of Bank Street, a distance of 78.67 feet to an iron pin; thence South 89 degrees 57 minutes 59 seconds West► along the northerly right of way of Bank Street, a distance of 52.50 feet to an iron pin; thence South 89 degrees 57 minutes 59 seconds West, along the northerly right of way of Bank Street, a distance of 74.00 feet to an iron pin; thence North 00 degrees 02 minutes 01 seconds Westr a distance of 143.50 feet to an iron pin; thence South 89 degrees 57 minutes 59 seconds West, a distance of 69.97 feet to an iron pin; thence South 00 degrees 02 minutes 01 seconds East, a distance of 143.50 feet to an iron pin on the northerly right of way of Bank Street; thence South 89 degrees 57 minutes 59 seconds West, a distance of 69.97 feet to an iron pin; thence North 00 degrees 02 minutes 01 seconds West, a distance of 143.50 feet to an iron pin; thence South 89 degrees 57 minutes 59 seconds West, a distance of 73.00 feet to an iron pin on the easterly right of wat of Hamby Street; thence North 00 degrees 33 minutes 00 seconds East, along the easterly right of way of Hamby Street► a distance of 200.00 feet to an iron pin and the Point of BEGINNING. BLOCK D BEGINNING at the corner formed by the intersection of the southerly right of way of Sunset Street (A/K/A Sunset Avenue or Sunset Boulevard) with the southwesterly right of way of Atlanta Street (a/k/a State Route 3); running thence along the southwesterly right of way of Atlanta Street► a distance of 39.51 feet to a point; thence South 30 degrees 58 minutes 20 seconds East► along the southwesterly right of way of Atlanta Street► a distance of 27.54 feet to a point; thence South 12 degrees 42 minutes 09 seconds East► along the southwesterly right of way of Atlanta Street► a distance of 26.94 feet to a point; thence South 13 degrees 37 minutes 40 seconds Eastr along the southwesterly right of way of Atlanta Street, a distance of 50.06 feet to a point; thence South 15 degrees 22 minutes 15 seconds East► along the southwesterly right of way of Atlanta Street, a distance of 100.00 feet to a point; thence South 17 degrees 09 minutes 34 seconds East► along the southwesterly right of way of Atlanta Street, a distance of 53.00 feet to a point; thence South 16 degrees 47 minutes 48 seconds East► along the southwesterly right of way of Atlanta Street, a distance of 21.61 feet to a point; thence North 88 degrees 40 minutes 52'seconds Westr distance of 96.20 feet to a point; thence North 00 degrees 07 minutes 43 seconds West► distance of 69.56 feet to a point; thence North 89 degrees 39 minutes 44 seconds Westr distance of 112.15 feet to a point; thence North 14 degrees 12 minutes 54 seconds West, distance of 52.13 feet to a point on the southerly right of way of Sunset Street; thence South 89 degrees 05 minutes 29 seconds East► along the southerly right of way of Sunset Street distance of 52.13 feet to a point; thence South 89 degrees 05 minutes 29 seconds East► along the southerly right of way of Sunset Street distance of 39.51 feet to a point and the Point of BEGINNING. UK 5§ 98 PG041.8 BLOCK E BEGINNING at the corner formed by the intersection of the southwesterly right of way of Atlanta Street (a/k/a State Route 3) with the southerly right of way of West Spring Street; runnung thence South 09 degrees 55 minutes 55 seconds East, a distance of 23.85 feet to a point; thence South 01 degrees 54 minutes 45 seconds East, a distance of 21.77 feet to a point; thence South 04 degrees 26 minutes 14 seconds West, a distance of 17.96 feet to a point; thence South 07 degrees 08 minutes 38 seconds West, a distance of 16.16 feet to a point; thence South 04 degrees 07 minutes 06 seconds West, a distance of 49.43 feet to a point; thence North 89 degrees 08 minutes 10 seconds West► a distance of 100.00 feet to a point; thence North 06 degrees 43 minutes 05 seconds East► a distance of 75.64 feet to a point; thence North 01 degrees 07 minutes 34 seconds West, a distance of 51.65 feet to a point on the southerly right of way of West Spring Street; thence North 89 degrees 51 minutes 29 seconds East► along the southerly right of way of West Spring Street► a distance of 96.26 feet to a point and the Point of BEGINNING. BK5b98 PGQ4 19 r PURCHASER'S RECEIPT FOR BONDS The undersigned authorized representative of Lex Jolley & Co., Inc., Atlanta, Georgia, hereby acknowledges that, as designated representative of the original purchasers, he has this day received from the Bank South, N.A., Atlanta, Georgia, as Bond Registrar, $8,690,000 principal amount of Downtown Smyrna Development Authority Revenue Bonds, Series 1990, dated February 1, 1990, same being fully registered bonds without coupons, transferable to subsequent owners as therein provided, bearing interest from date at the rates per annum and the principal maturing in the years and amounts, as set forth in the Schedule attached hereto and marked "Schedule All. WITNESS my hand this the loth day of April, 1990. c:\docs\corp\cl75865.02\purchrec (MJE) LE) -JOLLEY &(-Ca,7, By: Authorized Office ti 1 "SCHEDULE All $8,690,000 Downtown Smyrna Development Authority Revenue Bonds, Series 1990, dated February 1, 1990, 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 August 1, 1990 and semi-annually thereafter on the 1st days of February and August in each year, and the principal maturing on the 1st day of February, in the years and amounts, as follows: Year Amount Rate Year Amount Rate 1992 $ 30,000 6.10% 2000 $ 240,000 6.950 1993 95,000 6.25 2004 1,135,000 7.10 1994 165,000 6.35 2005 335,000 7.15 1995 175,000 6.45 2006 360,000 7.20 1996 185,000 6.55 2007 385,000 7.20 1997 195,000 6.65 2010 1,320,000 7.25 1998 210,000 6.75 2016 3,635,000 7.375 1999 225,000 6.85 c:\docs\corp\c175865.02\purchrec (MJE) OFFICER'S CERTIFICATE - BOND REGISTRAR As to Authentication and Registration and as to Receipt of Blank Bonds I, Bronwyn B. Fowlkes, Assistant Vice President of Bank South, N.A., Atlanta, Georgia (the "Bank"), Bond Registrar for the $8,690,000 aggregate principal amount of Downtown Smyrna Development Authority Revenue Bonds, Series 1990, dated February 1, 1990 (the "Bonds"), consisting of fully registered bonds, bearing interest from date at the rates per annum and the principal maturing in the years and amounts as set forth in the schedule attached hereto and marked "Schedule A," do hereby certify, as follows: (1) That $8,690,000 aggregate principal amount of the Bonds has been duly registered in the name of the owner and a record thereof has been duly made in the Bond Registration Book kept by the Bank for such purpose. (2) That each of the Bonds was duly authenticated by an authorized signatory of the Bank by the manual execution of the Certificate of Authentication and Registration thereon. (3) That the Bonds in the aggregate principal amount of $8,690,000 were delivered this day to Lex Jolley & Co., Inc., Atlanta, Georgia, the original purchaser of the Bonds. (4) That the Bank has received 1,800 blank bonds duly executed on behalf of the Downtown Smyrna Development Authority together with the certificate of validation pertaining thereto duly executed by the Clerk of the Superior Court of Cobb County, for use by the Bank in effecting the delivery of the Bonds this date and the subsequent registration of transfer and exchange of the Bonds, all as is provided in the resolution adopted by the Authority on February 5, 1990, as supplemented by resolutions adopted March 22, 1990, and April 2, 1990, authorizing 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 Authority, dated as of April 10, 1990. WITNESS my hand and official seal of Bank South, N.A., Atlanta, Georgia, this loth day of April, 1990. BANK SOUTH, N.A. Atlanta, Georgia By: 6 C�LQ4 Assistan Vice President (S E A L) -2- c:\docs\corp\cl75865.02\c-o££cer (MJE) SCHEDULE A Year Amount Rate Year Amount Rate 1992 $ 30,000 6.10% 2000 $ 240,000 6.95% 1993 95,000 6.25 2004 1,135,000 7.10 1994 165,000 6.35 2005 335,000 7.15 1995 175,000 6.45 2006 360,000 7.20 1996 185,000 6.55 2007 385,000 7.20 1997 195,000 6.65 2010 1,320,000 7.25 1998 210,000 6.75 2016 3,635,000 7.375 1999 225,000 6.85 1 RECEIPT OF PAYMENT The undersigned officials of the Downtown Smyrna Development Authority hereby acknowledge receipt of payment from the purchaser of the $8,690,000 principal amount of Downtown Smyrna Development Authority Revenue Bonds, Series 1990, dated February 1, 1990 (the "Bonds"), the said proceeds so received by the Authority being: Principal Amount $8,690,000.00 Less Underwriter's Discount 82,555.00 $8,607,445.00 Plus Accrued Interest from February 1, 1990 to Date of Delivery 119,378.39 Total Proceeds $8,726,823.39 same being the full and complete purchase price for said Bonds authorized to be issued pursuant to the resolution of the Authority adopted on February 5, 1990, as supplemented March 22, 1990, and April 2, 1990. The proceeds so received have been applied as follows: (a) The sum of $402,722.39 has been deposited with Smyrna Bank and Trust Co., Smyrna, Georgia, as Sinking Fund Custodian for deposit into the special fund created and designated "Downtown Smyrna Development Authority Sinking Fund" to be used and applied toward the payment of interest on the Bonds coming due on August 1, 1990; (b) The sum of $95,000 has been retained by the original purchasers to be applied toward the payment of bond issuance expenses. (c) The balance of the proceeds so received has been deposited into the special fund created and designated "Downtown Smyrna Development Authority Project Fund" to be used and applied as provided in the resolution adopted September 5, 1989, as supplemented, and in the resolution adopted February 5, 1990, as supplemented, and in the Amended and Restated Lease Contract, dated as of September 1, 1989, entered into by and between the Authority and the City of Smyrna. IN WITNESS WHEREOF, we have hereunto affixed our signatures and the official seal of the Downtown Smyrna Development Authority, Georgia, this 10th day of April, 1990. DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY Chairman (S E A L) Secretary and Treas er -2- c:\docs\corp\c175865.02\recpay (MJE) AUTHENTICATION ORDER Bank South, N.A. Corporate Trust Department Atlanta, Georgia Re: $8,690,000 Downtown Smyrna Development Authority Revenue Bonds, Series 1990 Ladies and Gentlemen: Downtown Smyrna Development Authority (the "Authority"), has sold the above -captioned bonds (the "Bonds") to Lex Jolley & Co., Inc., Atlanta, Georgia (the "Purchaser"), and the undersigned on behalf of the Authority has caused the Bonds as described in Schedule "A" attached hereto and by this reference thereto made a part hereof, to be delivered to you as Bond Registrar for the Bonds and you are hereby authorized and directed to register and authenticate said Bonds as directed by the Purchaser and thereafter deliver the Bonds to the Purchaser upon advice payment has been duly made therefor. WITNESS my hand this the loth day of April, 1990. DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY By: Chairman c:\docs\corp\c175865.02\authen.odr (MJE) 11 "SCHEDULE All $8,690,000 Downtown Smyrna Development Authority Revenue Bonds, Series 1990, dated February 1, 1990, 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 August 1, 1990 and semi-annually thereafter on the 1st days of February and August in each year, and the principal maturing on the 1st day of February, in the years and amounts, as follows: Year Amount Rate Year Amount Rate 1992 $ 30,000 6.10% 2000 $ 240,000 6.95% 1993 95,000 6.25 2004 1,135,000 7.10 1994 165,000 6.35 2005 335,000 7.15 1995 175,000 6.45 2006 360,000 7.20 1996 185,000 6.55 2007 385,000 7.20 1997 195,000 6.65 2010 1,320,000 7.25 1998 210,000 6.75 2016 3,635,000 7.375 1999 225,000 6.85 c:\docs\corp\c175865.02\authen.odr (MJE) EXECUTION, SIGNATURE, NO -LITIGATION CERTIFICATE We, the undersigned, being officers of the Downtown Smyrna Development Authority (the "Authority") as indicated by the official titles opposite our respective signatures, DO HEREBY CERTIFY that the hereinafter described bonds have been officially executed by use of the facsimile signature of the Chairman of the Authority and attested by the use of the facsimile signature of the Secretary and Treasurer of the Authority and a facsimile of the official seal of the Downtown Smyrna Development Authority has been imprinted on each of said bonds; same being $8,690,000 principal amount of Revenue Bonds, designated as "DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY REVENUE BONDS, SERIES 1990," dated February 1, 1990 (the "Bonds"), in fully registered form 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 August 1, 1990, and semi-annually thereafter on the 1st days February and August in each year, and the principal maturing on the 1st day of February, in the years and amounts, as follows: Year Amount Rate 1992 $ 30,000 6.10% 1993 95,000 6.25 1994 165,000 6.35 1995 175,000 6.45 1996 185,000 6.55 1997 195,000 6.65 1998 210,000 6.75 1999 225,000 6.85 Year Amount Rate 2000 $ 240,000 6.95% 2004 1,135,000 7.10 2005 335,000 7.15 2006 360,000 7.20 2007 385,000 7.20 2010 1,320,000 7.25 2016 3,635,000 7.375 WE FURTHER CERTIFY that the facsimile signatures of the Chairman and Secretary and Treasurer of the Downtown Smyrna Development Authority as the same appear on the Bonds are true and accurate facsimile signatures and we hereby authorize their use on said Bonds. WE FURTHER CERTIFY that the facsimile seal of the Downtown Smyrna Development Authority which is printed on each of said Bonds is a true and accurate facsimile of the official seal of the Downtown Smyrna Development Authority, duly authorized by the Authority, and that it is the same seal as that impressed on this Certificate. WE FURTHER CERTIFY that there is no litigation of any nature now pending or threatened either in Federal or State Courts (i) in any manner affecting or questioning the validity of the Bonds, or restraining or enjoining the issuance or delivery of the Bonds, or (ii) questioning or affecting the terms, conditions, validity or legality of the Amended and Restated Lease Contract, dated as of September 1, 1989, between the Authority and the City of Smyrna (the "Lease"), or (iii) in any manner questioning the proceedings and authority by which said Bonds are issued, or the terms and conditions of the resolution of the Authority adopted February 5, 1990, as supplemented by resolutions adopted March 22, 1990, and April 2, 1990, authorizing the issuance and delivery of the Bonds (collectively the "Resolution") or questioning or affecting the validity of the Bonds, or (iv) questioning or affecting the organization or existence of the Authority or the membership -2- c:\docs\core\c175865.02\executn (MJE) thereof, or the title of the present officers thereof to their respective offices; and that no authority or proceedings for the issuance of said Bonds have been repealed, revoked or rescinded; WE FURTHER CERTIFY that the Basic Lease Payments derived or to be derived under the Lease by the Authority have not been pledged or hypothecated in any manner or for any purpose other than as provided and set forth in the Resolution authorizing the issuance of the Bonds, and said Bonds are secured as to the payment thereof and interest thereon by a pledge of the Basic Lease Payments received by the Authority under the Lease, which pledge constitutes a first or prior lien on said Basic Lease Payments. WITNESS our hands and the official seal of the Downtown Smyrna Development Authority, Georgia, this loth day of April, 1990. SIGNATURE OFFICIAL TITLE Chairman, Downtown • Smyrna Development Authority Secretary and Treasurer, Downtown Smyrna Development Authority (S E A L) EXPIRATION OF TERM 4/2/91 4/2/91 I, Jay C. Stephenson, Clerk of the Superior Court of Cobb County, Georgia, DO HEREBY CERTIFY that the $8,690,000 principal amount of Downtown Smyrna Development Authority Revenue Bonds, Series 1990, in the case of the State of Georgia vs. Downtown Smyrna Development Authority and City of Smyrna, Civil Action File -3- c:1d0cs\corp\c175865.02\executn (MJE) Number 9011294-99, were validated by a judgment in the Superior Court of Cobb County, on the 7th day of March, 1990, and that since said date no proceedings of any kind questioning the issuance and sale of said Series 1990 Bonds or the judgment validating the same have been filed. I FURTHER CERTIFY to the accuracy of the following certificate and consent to its use, along with the facsimile of my signature, on each of the Series 1990 Bonds: STATE OF GEORGIA ) COUNTY OF COBB ) The undersigned Clerk of the Superior Court of Cobb County, State of Georgia, HEREBY CERTIFIES that this bond was validated and confirmed by judgment of the Superior Court of Cobb County, Georgia, on the 7th day of March, 1990, 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 caused a facsimile of the official seal of the Superior Court of Cobb County to be imprinted on each of said Series 1990 Bonds. WITNESS my hand and official seal of the Superior Court of Cobb County, Georgia, this loth day of April, 1990. CleYk, Supe r Court, (S E A L) Cobb County, Georgia -4- c:\docs\core\c175865.02\executn (MJE) CERTIFICATE AS TO USE OF PROCEEDS In connection with the issuance of $8,690,000 Downtown Smyrna Development Authority Revenue Bonds, Series 1990 (the "Bonds"), A. Max Bacon, as Chairman of the Downtown Smyrna Development Authority (the "Authority"), hereby certifies as follows: 1. The proceeds derived from the sale of the Bonds (exclusive of the capitalized interest on the Bonds and moneys used to pay expenses in connection with the issuance of the Bonds) will be used by the Authority to finance, in whole or in part, the cost of acquiring, constructing, renovating and equipping public buildings and structures and related facilities useful or desirable in connection therewith, acquiring parking facilities or areas, making certain street and road improvements deemed necessary or desirable, and acquiring the necessary property therefor, both real and personal in accordance with, or substantially in accordance with the Smyrna Master Plan, Phase I: Community Center and Library Project No. 881901, dated September 1, 1989, prepared by Sizemore Floyd Architects, Atlanta, Georgia (the "Project"). 2. The Project will be owned by the Authority and leased to the City of Smyrna (the "Lessee") and such Project shall be operated and maintained by the Lessee. 3. The Project will serve a substantial portion of the members of the general public. No portion of the services and facilities provided by the Project are made available to any one 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, recognizing that the rates and charges for such items may vary among reasonable classifications of users and the services and facilities furnished by the Project. 4. No leases or management contracts for portions of the Project will be entered into with any person or other entity other than a governmental unit. 5. The use of portions of the Project by non-exempt persons will be limited to short periods of time on a rate -scale basis so that the rights and interests of such non-exempt persons shall be only those of a transient occupant rather than full legal possessory interests. 6. Concessionaire contracts may be entered into under the following terms and conditions: (i) The contract (including renewal options) does not exceed five (5) years; (ii) Compensation to the concessionaire is not based on net profits from the operations; (iii) The Lessee (or Authority) has the option to cancel the contract without penalty at the end of any three (3) year period; and (iv) At least fifty percent (50%) of the compensation to the concessionaire must be on a fixed fee basis (i.e. the other portion can be on the basis of gross revenue). -2- c:\docs\corp\c175865.02\c-proced (MJE) IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate, this the 10th day of April, 1990. Chairman Downtown Smyrna Development Authority -3- c:\docs\core\c175865.02\c-proced (MJE) NON -ARBITRAGE CERTIFICATE We, A. Max Bacon, Chairman, and Willouise C. Spivey, Secretary and Treasurer, respectively, of the Downtown Smyrna Development Authority (the "Authority"), the issuer of $8,690,000 Downtown Smyrna Development Authority Revenue Bonds, Series 1990, dated February 1, 1990 (the "Series 1990 Bonds"), DO HEREBY CERTIFY, as follows: (1) That the undersigned, along with other officials of the Authority, are charged with the responsibility of issuing the Series 1990 Bonds and otherwise participating in the transaction respecting such issuance. The Authority is receiving from the original purchaser of the Series 1990 Bonds the sum of $8,607,445 plus accrued interest on the Series 1990 Bonds ($119,378.39). (2) The sum of $402,722.39 so received has been deposited into the Sinking Fund hereinafter described and shall be used to pay the interest on the Series 1990 Bonds coming due on August 1, 1990 and the sum of $95,000 has been retained by the original purchaser of the Series 1990 Bonds to be applied toward the payment of bond issuance expenses. (3) The balance of the proceeds received by the Authority from the sale of the Series 1990 Bonds is being deposited into the special fund designated as "Downtown Smyrna Development Authority Project Fund" (the "Project Fund") and the moneys therein will be used and applied toward the cost of acquiring, constructing, renovating and equipping public buildings and structures and related facilities useful or desirable in connection therewith, acquiring parking facilities or areas, making certain street and road improvements deemed necessary or desirable and acquiring the necessary property therefor, both real and personal, in accordance with, or substantially in accordance with the Smyrna Master Plan, Phase I: Community Center and Library Project No. 881901, dated September, 1989, prepared by Sizemore Floyd Architects, Atlanta, Georgia (hereinafter sometimes referred to as the "Capital Improvements Program"), all as is provided in the resolution adopted by the Authority February 5, 1990, as supplemented by a resolutions adopted March 22, 1990, and April 2, 1990 (same being ' hereinafter referred to as the "Bond Resolution"), authorizing the issuance of the Series 1990 Bonds. (4) The facilities and real property financed with the proceeds of the Series 1990 Bonds and any additional bonds issued by the Authority have been leased to the City of Smyrna, Georgia (the "City") pursuant to an Amended and Restated Lease Contract, dated as of September 1, 1989, entered into by and between the Authority and the City (the "Lease"). (5) The City, as agent for and on behalf of the Authority, will within six months from the date hereof enter into substantial binding contracts involving the expenditure of not less than $100,000 to acquire or commence the capital improvements now contemplated and the actual improvements will proceed with due diligence to completion which is estimated to occur prior to April 1, 1993. (6) The portion of the proceeds derived from the sale of the Series 1990 Bonds deposited into the Project Fund and the earnings -2- c:\docs\corp\c175865.02\nonarb (MJE) thereon will be invested without restriction as to yield. (7) The Authority, pursuant to the Bond Resolution has created a special fund designated as "Downtown Smyrna Development Authority Sinking Fund" (the "Sinking Fund") into which there has been deposited moneys sufficient to pay the interest on the Series 1990 Bonds coming due August 1, 1990. On or before January 15 and July 15 of each year, commencing January 15, 1991 and continuing in each calendar year so long as the Series 1990 Bonds are outstanding, the City will pay directly to the Smyrna Bank and Trust Co., Smyrna, Georgia (the "Sinking Fund Custodian") for the account of the Authority moneys representing Basic Lease Payments, as defined in the Lease (the "Basic Lease Payments"), payable to the Authority by the City pursuant to the Lease and the Sinking Fund Custodian will deposit the Basic Lease Payments into the Sinking Fund. Such Basic Lease Payments will be made in amounts sufficient to enable the Authority to pay the principal of and interest on the Series 1990 Bonds as same become due and payable, either at maturity or by proceedings for mandatory redemption and the undersigned reasonably expect that there will be no other special funds or accounts that will be used or available for the payment of the -Series 1990 Bonds. (8) It is expected that the portion of moneys deposited by the City, for the account of the Authority, into the Sinking Fund for the payment of the principal of and interest on the Series 1990 Bonds and any moneys received from the investment of moneys held in the Sinking Fund will be expended within a thirteen (13) month -3- c:\docs\core\c175865.02\nonarb (MJE) period beginning on the date of deposit and that the Sinking Fund will be depleted at least once a year except for an amount not to exceed one -year's earnings on the amounts deposited thereon. Moneys on deposit in the Sinking Fund will be invested without restriction as to yield. (9) Except for the Project Fund and the Sinking Fund described above, the Bond Resolution does not create or provide for a reserve or other fund or pledge of "investment property" (as defined in Section 148(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code") to secure or be available for the payment of the Series 1990 Bonds. (10) The Authority has covenanted in the Bond Resolution that it will not, subsequent to the date of the issuance and delivery of the Series 1990 Bonds, intentionally use any portion of the proceeds of the Series 1990 Bonds to acquire higher yielding investments, or to replace funds which were used directly or indirectly to acquire higher yielding investments, except as may otherwise be permitted by Section 148 of the Code or any temporary or proposed regulations thereunder. (11) The City and the Authority have covenanted to comply with the provisions of Section 148(f) of the Code and make all rebate payments required thereby, and will establish procedures and mechanisms to ensure such compliance. (12) For purposes of complying with the covenant described in paragraph (11) above, the yield on the Series 1990 Bonds shall be computed as provided in the Treasury Regulations hereinafter -4- c:\docs\corp\c175865.02\nonarb WE) described and on the basis at which a substantial amount of the Series 1990 Bonds of each maturity were initially offered and sold to the public as more fully set forth in the accompanying certificate of the underwriters for the Series 1990 Bonds. (13) The Authority has covenanted in the Bond Resolution that it will expend the proceeds derived from the sale of the Series 1990 Bonds and will take such action as may be necessary so that the interest on the Series 1990 Bonds will be and remain excluded from the gross income of the owners thereof for federal income tax purposes, including, without limitation, compliance with provisions of Section 141 to 149, inclusive, of the Code as applicable. (14) No obligations other than those described in this Certificate are being issued by the Authority or any related entity at substantially the same time and sold pursuant to a common plan of financing and which will be paid out of substantially the same source of funds (or which will have a claim to be paid out of substantially the same source of funds) as the Series 1990 Bonds or which will be paid directly or indirectly from proceeds of the sale of the Series 1990 Bonds. (15) No proceeds from the sale of the Bonds will be invested in "non -purpose investments" as defined in Section 148(f)(6)(A) of the Code having a substantially guaranteed yield for 4 years or more. (16) To the best of our knowledge, information and belief (a) the above expectations are reasonable, and (b) there are no other facts, estimates or circumstances that would materially change any -5- c:\docs\corp\c175865.02\nonarb (MJE) i t\ of the foregoing expectations. (17) On the basis of the foregoing, it is not expected that the proceeds derived by the Authority from the sale of the Series 1990 Bonds will be used in a manner that would cause the Series 1990 Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code. (17) The Authority has not been notified of any listing or proposed listing of the Downtown Smyrna Development Authority by the Internal Revenue Service as an issuer whose non -arbitrage certificate may not be relied upon. This certification is made pursuant to Section 1.103-13, 1.103-14 and 1.103-15 of the Treasury Regulations, Temporary Treasury Regulation Sections 1.148-OT through 1.150-2T and the Code, all with respect to "arbitrage bonds" as described in Section 148 of the Code. It is intended that this Non -Arbitrage Certificate meets the requirements of the above set forth regulations and the Code. IN WITNESS WHEREOF, we have hereunto set our hands this 10th day of April, 1990, the date of the delivery of and payment for the Series 1990 Bonds. Chairman, Downtown Smyrna Development Authority Secretary and Tr sur , Downtown Smyrna Developm t A hority CM c:\docs\core\c175865.02\nonarb (MJE) SUTHEI3LAND, ASBILL & BRENNAN 3100 FIRST ATLANTA TOWER CABLE: SUTAB ATLANTA ATLANTA, GEORGIA 30383-3001 1275 PENNSYLVANIA AVENUE, N.W. TELECOPIER: (404) 658-8914 (404) 658-8700 WASHINGTON, D. C. 20004-2404 TELEX:54-2672 (202) 383-0100 ARBITRAGE LETTER OF INSTRUCTIONS April 10, 1990 Downtown Smyrna Development Authority Smyrna, Georgia Re: $8,690,000 Downtown Smyrna Development Authority Revenue Bonds, Series 1990 Ladies and Gentlemen: This letter is to assist the Downtown Smyrna Development Authority (the "Issuer"), in complying with its covenants contained in the resolution adopted February 5, 1990, as supplemented by a resolution adopted March 22, 1990 (collectively, the "Bond Resolution"), pursuant to which the Issuer authorized the issuance of the above -referenced bonds (the "Bonds") with respect to the provisions of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"). We have set forth instructions to you regarding the investment and use of money in various funds and accounts established in connection with the issuance of the Bonds so that such investment and the use of such money will comply with applicable yield limitations and the arbitrage rebate requirements of Section 148(f) of the Code and to assist you in complying with said covenants. All personnel concerned with such funds and accounts must be familiar with these instructions because the tax-exempt status of the interest on the Bonds depends upon compliance with such limitations. We caution you that, while the Department of Treasury has recently published some temporary regulations implementing Section 148(f) of the Code, these regulations are incomplete, subject to revision and, in many respects, ambiguous. In addition, the following advice is based on existing facts and expectations. If the Bonds are retired early, if the Bonds are refunded, if additional funds are pledged, directly or indirectly, to secure the Bonds, if the Issuer decides to enter into a hedging transaction with respect to the Bonds, or other situations not currently anticipated occur, additional instruction will be needed. Accordingly, you should, prior to each computation date (hereafter defined) consult with counsel to evaluate your compliance with a more current interpretation of Section 148 of the Code. 1. Nonpurpose Obligations. These rules shall apply to the investment of Gross Proceeds, as described below, in any investment property, other than obligations described in Section 103(a) of the Code ("Nonpurpose Obligations"). As a general matter, "Gross Proceeds" means amounts received (including repayments of principal) as a result of investing the proceeds received from the sale of the Bonds and amounts to be used to pay debt service on the Bonds. The definition of "gross proceeds" is one as to which the Treasury Department has yet to publish definitive regulations. 2. Temporary Period Investments. Certain money deposited in the following accounts may be invested at an unrestricted yield for the described time periods: (i) the proceeds from the sale of the Bonds deposited into the Project Fund (created and described in the Bond Resolution) for a period ending three years from the date hereof; (ii) earnings on the proceeds from the sale of the Bonds deposited into the Project Fund for a period three years from the date hereof, or one year from the date of receipt, whichever period is longer; (iii) amounts deposited into the Sinking Fund (created and described in the Bond Resolution) allocable to the Bonds for a period ending thirteen months from the date of receipt; and (iv) earnings on amounts in the Sinking Fund allocable to the Bonds for a period of one year from the date of receipt. All other proceeds, if any, and any proceeds invested beyond the temporary period must be invested at a yield not exceeding the yield on the Bonds by more than .125% 3. Yields. Yields are to be calculated by means of an actuarial method of yield calculation whereby "yield" means that yield which when used in computing the present worth of all payments of principal and interest to be paid on the obligation produces an amount equal to the purchase price of the obligation. The yield on investments must be computed by the use of the same frequency interval of compounding interest on the Bonds. Yield on the Bonds is to be computed based on the price at which Bonds were offered and sold to the public, all as provided in the Issuer's Non -Arbitrage Certification dated the date hereof. 4. Market Price. Since it is not contemplated that any proceeds will have to be invested at a restricted yield, this Letter of Instructions omits any discussion thereof. However, the existing proposed regulations contemplate that for purposes of computing the Rebate Amount (hereafter described) the purchase of an investment at a price less than its true market value could give rise to imputed receipts, and thereby increase the Rebate Amount. Although the existing proposed regulations do not yet address this subject, based on existing regulations applicable to industrial development bonds and anticipated new regulations, in order to avoid imputed receipts, the purchase price of the investment should be the Acquisition Price (hereafter defined). The term "Acquisition Price" of any investment means (1) if a United States Treasury obligation acquired directly from the United States Treasury, the amount paid therefor, (2) if a certificate of deposit issued by a commercial bank, the -bona fide bid price quoted by a dealer who maintains an active secondary market in such certificates of deposit, and (3) otherwise, generally the mean of the bid price and the offered price therefor on an established market on the day on which such investment is purchased or contracted for or, if there are no bid prices and offered prices on such date, on the first day preceding such date for which there are bid prices and offered prices. Such mean price may be determined by reference to any appropriate publication, such as, for example, "Composite Closing Quotations for United States Government Securities" published by the Federal Reserve Bank of New York. Where the price of an investment is quoted on an established market in terms of yield, the "Acquisition Price" thereof means the price necessary to produce a yield equal to such quoted yield. If there is no active secondary market in a particular certificate of deposit, the market value (i.e., Acquisition Price) of a certificate of deposit could be the amount paid therefor if the certificate of deposit has a yield: (A) as high or higher than the yield on comparable obligations traded on an active secondary market, as certified by a dealer who maintains such a market, and (B) as high or higher than the yield available on comparable obligations offered by the United States Treasury. The certification described in the preceding sentence must be executed by a dealer who maintains an active secondary market in comparable certificates of deposit and must be based on actual trades adjusted to reflect the size and term of that certificate of deposit and the stability and reputation of the person issuing the certificate of deposit. The market value (i.e., Acquisition Price) of Nonpurpose Obligations purchased or sold pursuant to an investment contract (e.g., an agreement to deposit gross proceeds with a particular bank, with the deposits to bear interest at an agreed rate) could be the amount paid therefor if (A) at least three bids on the investment contract from persons other than those with an interest in the Bonds (e.g., underwriters) are received, (B) a certification is provided by the person whose bid is accepted stating that, based on that person's reasonable expectations on the date that the contract is entered into, Nonpurpose Obligations will not be purchased pursuant to the investment contract at a price in excess of their fair market value or sold pursuant to the investment contract at a price less than their fair market value, (C) the yield on the investment contract is at least equal to the yield offered under the highest bid received from a noninterested party, and (D) the yield on the investment contract is at least equal to the yield offered on similar obligations under similar investment contracts. 5. Rebate Requirement. Notwithstanding the Temporary Period Investments set forth in paragraph 2 hereof, Section 148(f) of the Code requires that as of each computation date (hereafter described) an amount equal to the sum of the excess of the future value of all the "nonpurpose receipts" with respect to the Bonds over the future value of all the "nonpurpose payments" with respect to the Bonds, be set aside and as hereafter provided be paid to the United States (the "Rebate Amount"). Any amount earned on amounts on deposit in the Sinking Fund and allocable to the Bonds, and amounts earned on such amount shall not be taken into account for purposes of determining the Rebate Amount if the gross earnings on such amounts in the Sinking Fund is less than $100,000 for the bond year. The Issuer is required to compute the Rebate Amount every 5 years (on February 1, 1995 and on each February 1 thereafter) and on the date the Bonds are retired in full -- a "computation date". However, the Issuer should compute the Rebate Amount annually in order to keep informed. There should be maintained a cash flow report of all amounts on deposit in the Project Fund, subject to the preceding paragraph, the Sinking Fund spent to acquire Nonpurpose Obligations. The cost of an investment is treated as a "nonpurpose payment"; and the earnings are treated as a "nonpurpose receipt." Nonpurpose Payments. a. The cost of any investment must be reduced by the amount of any brokerage, commissions, administrative expenses, or similar expenses. b. Rebate payments are treated as a "nonpurpose payment" in creating the cash flows. Nonpurpose Receipts. a. Nonpurpose receipts cannot be reduced by selling commissions, administrative expenses or similar expenses. b. On each computation date, the "fair market value"' of each Nonpurpose Obligation still owned on such date shall be treated as a "nonpurpose receipt." The future value of a nonpurpose receipt or payment at the end of any interval is determined by using the following formula: FV = PV (1 + i)(to the nth power) where: FV = The future value of the nonpurpose receipt or payment at the end of the interval. Each interval ends on the last day of a compounding interval. The compounding interval is the same compounding interval used in computing the yield on the Bonds. PV = The future value of the nonpurpose receipt or payment at the beginning of the interval or the amount thereof if the computation is for the first interval. The first interval begins on the date the nonpurpose receipt or payment is actually or constructively received or paid (or otherwise is taken into account). The amount of every nonpurpose receipt and payment with respect to an issue that is taken into account at the beginning of the first interval may be rounded to the nearest whole dollar. The preceding sentence shall not apply to receipts and payments with respect to investments in a restricted escrow. i = The yield on the Bonds during the interval (expressed as a decimal) divided by the number of compounding intervals in a year. n = A fraction, the numerator of which is the length of the interval, and the denominator of which is the length of a whole compounding interval. The Rebate Amount shall be calculated each year and the aggregate of all calculated Rebate Amounts for each five years shall be paid to the United States in installments. Each payment shall be made not later than 60 days after the end of each fifth year. Each payment must be in an amount not less than 90 percent of the aggregate Rebate Amount as of the close of the last bond year prior to payment. The final aggregate Rebate Amount (plus earnings thereon unless less than $300) must be paid to the United States within 60 days after the last payment of principal of the Bonds. Payment shall be made to the Internal Revenue 11 The price at which a willing buyer would purchase the same (or substantially similar) investment from the issuer of such investment without regard to brokerage or similar expenses (i.e., no increase in price). Generally, this will mean the price determined as described above under "Acquisition Price." Service Center, Philadelphia, Pennsylvania 19255, and be accompanied by a copy of Form 8038-T (if available at the time) or the Form 8038 which was filed at the time of the issuance of the Bonds and by a statement identifying the Issuer and the CUSIP number for the last maturity of the Bonds. If at least $5,000,000 in Bonds is outstanding and if at least 75 percent of the Project Fund moneys have been spent, the Issuer is entitled to a $1,000 credit against the amount payable each five years. If the amount of Bonds outstanding is between $1,000,000 and $5,000,000, the credit is $625; and if the amount of Bonds outstanding is less than $1,000,000, the credit is $250. The amounts payable may be rounded down to the nearest $100 amount. Sincerely, SUTHERLAND, ASBILL & BRENNAN By: -it OFFICER'S CERTIFICATE RESPONSIVE TO BOND PURCHASE AGREEMENT Downtown Smyrna Development Authority The undersigned hereby certifies, on behalf of the Downtown Smyrna Development Authority, that: (A) the Authority has duly performed and satisfied or complied with all of its obligations and conditions to be performed at or prior to the Closing Time (as defined in the Bond Purchase Agreement) and that each of its representations and warranties contained in the Bond Purchase Agreement have not been amended, modified, or rescinded and that each of such representations and warranties is in full force and effect and is true and correct as of the Closing Time; (B) the Authority has authorized, by all necessary action, the execution, delivery, receipt and due performance of the Series 1990 Bonds, the resolution of February 5, 1990, as supplemented by the resolution of March 22, 1990, and the resolution of April 2, 1990 (collectively, the "Resolution"), the Amended and Restated Lease Contract, dated as of September 1, 1989 (the "Lease"), and any and all such other agreements and documents as may be required to be executed, delivered, received, and performed by it in order to carry out, give effect to and consummate the transactions contemplated'by the Bond Purchase Agreement and by the Resolution and the Official Statement, dated March 22, 1990 (the "Official Statement"); (C) no litigation is pending, or to his knowledge, after making due inquiry with respect thereto, threatened against the Authority, to restrain or.enjoin the issuance or sale of the Series 1990 Bonds or in. any way affecting any authority for or the validity of the Series 1990 Bonds, the Resolution, the Lease or the Authority's existence or powers or the Authority's right to use the proceeds of the Series 1990 Bonds as contemplated in the Resolution; (D) the execution, delivery, receipt and due performance of the Series 1990 Bonds, the Resolution, the Lease and the other agreements contemplated by the Bond Purchase Agreement and by the Resolution and the Official Statement under the circumstances contemplated thereby and the Authority's compliance with the provisions thereof will not conflict with or constitute on the Authority's part a breach of or a default under any agreement, indenture, mortgage, lease, resolution, or other instrument to which the Authority is subject or by which the Authority 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; and (E) to the Authority's knowledge after making due inquiry with respect thereto, all information furnished to Lex Jolley & Co., Inc., the Underwriter, for use in connection with the marketing of the Series 1990 Bonds and the information contained in the Official Statement, except for the portion relating to the City of Smyrna, were, as of the respective dates thereof and are as of the Closing Date true in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the -2- c:\doc3\corp\c175865.02\c-respse (ESS) 1 statements made therein, in light of the circumstances under which they were made, not misleading. Dated as of this loth day of April, 1990. Attest: Willouise C. Spiv y Secretary and Treasurer c:\docs\corp\c175865.02\c-respse (ESS) DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY By• A. Max Bacon, Chairman -3- ACRNOWLEDGMENTIOF RECEIPT OF RESOLUTIONS OF DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY The undersigned Mayo hereby acknowledge receip adopted by the Authority certified copy of the sup Authority on March 22, 19 issuance and delivery of Smyrna Development Author and Clerk of the City of Smyrna do of a certified copy of the resolution n the 5th day of February, 1990, and a lemental resolutions adopted by the 0, and April 2, 1990, authorizing the 8,690,000 principal amount of Downtown ty Revenue Bonds, Series 1990. Said resolutions have been incorporated in the permanent records of the Mayor and Council of the City of Smyrna along with the Amended and Restated Lease Contract, dated as of September 1, 1989, entered into by and between the Authority and the City of Smyrna. WITNESS our hands a Smyrna, Georgia, this th (S E A L) c:\docs\core\cl75865.02\acknowlg (MJE) the official seal of the City of loth day of April, 1990. CITY OF SMYRNA By: Mayor By: % -�,✓ 4`.-- Clerk CERTIFICATE OF INCUMBENCY -AUTHORITY I, Willouise C. Spivey, Secretary and Treasurer of the Downtown Smyrna Development Authority, Georgia, DO HEREBY CERTIFY: 1. The following Iis a correct list of the present members of the Downtown Smyrna Development Authority and the dates of the beginning and ending of their terms. DATE OF COMMENCE- DATE OF END NAME/OFFICE MENT OF TERM OF TERM A. Max Bacon, April 2, 1990 April 2, 1991 Chairman Hubert Black, March 19, 1990 March 19, 1991 Member E. Alton Curtis, March 19, 1990 March 19, 1991 Member C.J. Fouts, March 19, 1990 March 19, 1991 Member James C. Pitts, March 19, 1990 March 19, 1991 Member Willouise C. Spivey, April 2, 1990 April 2, 1991 Member Jimmy Wilson, I March 19, 1990 March 19, 1991 Member Charles "Pete" Wood, March 19, 1990 March 19, 1991 Member 2. The members ofithe Authority elected A. Max Bacon, Chairman, and Willouise 1C. Spivey, Secretary and Treasurer, respectively, of the Downtown Smyrna Development Authority. 3. The official steal of said Authority, being the only seal used in the execution of bonds, certificates, notes and contracts, is the seal which impression is affixed opposite my signature upon this certificate. Witness my hand and the official seal of the Downtown Smyrna Development Authority, Georgia, this loth day of April, 1990. (S E A L) Secretary and Treas er Downtown Smyrna Developm t Authority * * * * * * * * * * I, A. Max Bacon, Chairman of the Downtown Smyrna Development Authority, DO HEREBY CERTIFY that Willouise C. Spivey has been duly elected and is now Secretary and Treasurer of the Downtown Smyrna Development Authority. Witness my hand this loth day of April, 1990. Chairman, Downtown Smyrna Development Authority -2- c:\docs\core\c175865.02\incumbt.auth REGISTRAR AND PAYING AGENCY AGREEMENT THIS AGENCY AGREEMENT is made and entered into as of the loth day of April, 1990, by and between the Downtown Smyrna Development Authority, Georgia, hereinafter called the "Issuer", and Bank South, N.A., Atlanta, Georgia, hereinafter called the "Bank", W I T N E S S E T H: In consideration of the mutual covenants and agreements here- inafter set forth, the Issuer hereby appoints the Bank as, and the Bank hereby accepts appointment as, Bond Registrar and Paying Agent for the $8,690,000 Downtown Smyrna Development Authority Revenue Bonds, Series 1990, dated February 1, 1990 (herein called the "Bonds"). Such appointment is made and accepted on the following terms and conditions: 1. It is currently anticipated that the Bonds will actually be issued and delivered to the original purchaser thereof on or about April 10, 1990 (the "Closing Date") in Atlanta, Georgia, (the "Place of Closing"). At such time or as soon thereafter as practicable, the Issuer shall cause to be delivered to the Bank the following documents, which shall either be originally executed counterparts or copies which are certified or otherwise appropriately authenticated to the satisfaction of the Bank: (a) Resolution of the Issuer adopted February 5, 1990 authorizing the issuance of the Bonds; (b) Supplemental resolutions of the Issuer adopted March 22, 1990, and April 2, 1990, among other things, specifying the interest rates, specifying the term bonds and providing for the issuance and delivery of the Bonds; (c) Authentication Order executed by the Issuer; (d) Specimen Bond; and (e) Approving Legal Opinion from Bond Counsel. 2. The Issuer shall furnish the Bank a sufficient supply of blank Bonds and from time to time shall renew such supply as requested. Such blank Bonds shall be signed by and manual signature as specified in the resolution adopted February 5, 1990, as supplemented by the resolutions adopted March 22, 1990, and April 2, 1990, by the Council of the Issuer authorizing issuance of the Bonds (herein called the "Bond Resolution") of authorized officers of the Issuer designated to sign on behalf of the Issuer, and shall bear a facsimile of the official seal of the Issuer and shall bear the validation certificate of the Clerk of the Superior Court of Cobb County executed and sealed as required in the Bond Resolution. The provisions of the Bond Resolution relating to the rights, duties and responsibilities of the Bank as Bond Registrar and Paying Agent for the Bonds are hereby incorporated herein and made a part hereof. 3. No later than 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 delivered to the original purchaser or purchasers thereof, including names and addresses of registered owners and denominations in which the Bonds are to be issued. The Bonds shall -2- c:\docs\corp\c175865.02\regpay (MJE) be prepared and registered by the Bank in accordance with such instructions and delivered by the Bank to the Place of Closing or otherwise as specified in said written instructions of the Issuer to the Bank. At such Place of Closing the Bank shall make avail- able at a time designated by the Issuer or its representative a duly authorized officer or officers of the Bank for the purpose of executing 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 specified for 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 official of the Issuer. In the event that the Bank shall not receive an Authentication Order on the Closing Date and the authentication certificate on any of the Bonds shall have been executed by the Bank, or if the Issuer shall so direct in writing, the Bank shall 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 initially authorized 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 date -3- c:\docs\corp\c175865.02\regpay (MJE) and other appropriate information concerning the Bonds authenticated and delivered by the Bank hereunder from time to time. The Bank agrees with the Issuer that Bonds will not at any time be authenticated and delivered and permitted to be outstanding with respect to any maturity in an aggregate amount greater than the amount originally authorized and set forth in the Bond Resolution less the aggregate amount of Bonds which have been paid at maturity or which have been redeemed or purchased and surrendered for cancellation, except to the extent as may be permitted in the Bond Resolution in the case of lost, stolen or destroyed Bonds. 5. The Bank will transfer the Bonds, register transfer of the Bonds and issue new bonds upon surrender of Bonds in the form deemed by the Bank to be properly endorsed for transfer, accompanied by such documents as the Bank deems necessary or appro- priate to evidence the authority of the person requesting such transfer, registration and 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 applicable to corporate securities registered for trading on national securities exchanges as may then be in effect. 6. Unless the Bank shall have been provided with an opinion of counsel to the Issuer to the contrary, the Bank shall be entitled to presume 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 -4- c:\docs\corp\c175865.02\regpay (MJE) bond transfer simplification legislation and other statutes, regulations and legal authorities generally applicable to transfers of investment securities in said state will be applicable to the Bonds and Issuer. Accordingly, unless the Bank shall have been provided with such opinion of counsel to the Issuer to the contrary, the Bank shall be fully protected in relying upon said legislation, regulations or other legal authority and failing to require complete fiduciary documentation and registering transfers without inquiry into adverse claims, and accepting Bonds for transfer meeting "good delivery" requirements of national securi- ties exchanges, and delaying registration for purposes of inquiry into adverse claims, and in declining to effect the registration of Bonds wherein in the judgment of the Bank such registration should await resolution of such adverse claims. 7. The Bank will act as agent of the Issuer for the purpose of paying to the registered owners of the Bonds interest coming due thereon from time to time and the principal amount thereof coming due at maturity or prior thereto upon call for redemption and for selecting the Bonds to be redeemed in accordance with the Bond Resolution. In its capacity as Paying Agent the Bank shall not be obligated to advance funds for the purpose of making any such payments, but shall make such payments only with the funds provided to the Bank by the Issuer and specifically designated for such purpose. Unless otherwise specifically directed by the Issuer, the Bank shall not be authorized to utilize other funds of the Issuer -5- c:\docs\core\c175865.02\regpay (MJE) on deposit with the Bank not specifically provided to the Bank for the purpose of payment of the Bonds. 8. In the event the Bonds shall provide for a record date prior to interest payment dates on which the registered owners of the Bonds are to be determined for the purpose of receiving pay- ments of interest on the Bonds, the Bank will promptly following such record date proceed to prepare appropriate checks for payment of interest coming due on the succeeding payment date at the rate and on the terms specified in the Bond Resolution, together with appropriate envelopes for the purpose of mailing such checks to the owners of record of the Bonds. The Issuer agrees that it will endeavor to provide to the Bank collected funds for the purpose of making such payments 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 Resolution 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 Bank shall mail the checks to the registered owners of the Bonds as aforesaid not later than the business day next preceding each such payment date. Payment of principal coming due on the Bonds at the maturity thereof or prior thereto upon call for redemption shall be paid by the Bank to the registered owners thereof only upon presentation and surrender of the Bonds with respect to which payment is to be made. Payments of principal of the Bonds will be made only to the registered owners of the Bonds, unless such Bonds are surrendered for payment accompanied by assignments appropriate c:\docs\corp\c175865.02\regpay (MJE) to effect transfer to the person to whom such payment is to be made. In the event Bonds are surrendered for payment with any such instruments of transfer, the Bank shall be entitled to effect such transfer in the same manner as other transfers of the Bonds are to be effected prior to making payment to the transferee. 9. All Bonds which have been delivered to the Bank for transfer or exchange shall, upon issuance of Bonds effecting such transfer or exchange, be cancelled by the Bank but retained by the Bank in its possession; provided, that at any time all such cancelled bonds may be delivered by the Bank to the Issuer and a certificate pertaining to such cancelled Bonds shall be so delivered to Issuer from 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 Resolution, further notice shall be given by the Bond Registrar on behalf of the Authority as set out below, but no defect in said further 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 Resolution. (a) Each further notice of redemption given hereunder shall contain the information required for the official notice of redemption as set forth in the Bond Resolution 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 -7- c:\docs\corp\c175865.02\regpay (MJE) (v) any other descriptive information needed to identify accurately the Bonds to be redeemed. (b) Each further notice of redemption shall be sent at least thirty-five (35) days prior to the redemption date by registered or certified mail of overnight delivery service to one or more of the registered securities depositories then in the business of holding substantial amounts of obligations of the types comprising the Bonds and to one or more of the national information services then in the business of disseminating notices of redemption of obligations of the types comprising the Bonds (such as the Depository Trust Company of New York, New York and Kenny Information Service, New York, New York, respectively). (c) Each further notice of redemption shall be published one time at least 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. 11. In the event the Bank shall receive any request or demand for inspection of any records of the Issuer maintained by the Bank under this Agreement, the Bank will promptly notify the Issuer of such request or demand, forward such request or demand (if made in writing) to the Issuer and (unless directed to the contrary by any order, subpoena or similar process of a court or regulatory agency which the Bank believes to have jurisdiction, or unless the Bank shall be advised 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. -8- c:\docs\core\c175865.02\regpay WE) 12. In performance of its duties hereunder the Bank may apply to a designated officer of the Issuer for instructions and may con- sult with counsel for the Issuer in respect of any matter arising in connection with this agency, and the Bank shall not be liable 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 counsel fees incurred by the Bank hereunder, provided that such consultation with counsel has been previously authorized by Issuer or is reasonably necessary in order for the Bank to determine its responsibilities under this Agreement. 13. In the event that Bonds are presented to the Bank for transfer, registration of transfer or exchange, or for payment of the principal amount thereof at maturity or prior thereto upon call for redemption, the Bank shall use reasonable diligence in determining whether such Bonds are genuine, but shall not otherwise incur any liability by reason of the transfer, registration of transfer, exchange or payment of any such forged or illegally issued Bonds. 14. The Issuer 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, counsel fees, payments, expenses and liabilities of what- ever nature arising directly or indirectly out of the agency relationship created hereunder so long as the Bank has acted in c:\docs\core\c175865.02\regpay (MJE) good faith and with reasonable diligence. The Bank shall not be under any obligation to 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 unless the Issuer shall, upon the request of the Bank, furnish the Bank with indemnity reasonably satisfactory to the Bank against all such expenses or liabilities. 15. The Bank shall be entitled to compensation for services rendered in performance of its duties hereunder, in accordance with the Schedule of Fees attached hereto. The Issuer shall further reimburse the Bank for its out-of-pocket expenses incurred in performance of its duties hereunder (including expenses of travel and lodging for any required travel outside the metropolitan area of Atlanta, Georgia in connection with any delivery of Bonds or performance of its other duties hereunder). Such fees and reim- bursement 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 Fees from time to time upon not less than thirty (30) days notice to the Issuer. The Bank shall not be obligated to allow and credit interest upon any moneys in respect of principal, interest or premium, if any, due in respect to the Bonds, which it shall at any time receive under any of the provisions of the Bond Resolution or this Agreement. 16. The Bank may resign the agency created under this Agreement at any time on not less than ninety (90) days written -10- c:\doCS\core\c175865.02\regpay (MJE) notice to the Issuer, and the Issuer may terminate this agency at any time upon notice to the Bank. In the event of any such termination, the Bank shall deliver to the Issuer or to such successor or other person as the Issuer may direct any inventory of blank Bonds then held by the Bank, together with originals or appropriately verified copies of all records of the Bank pertaining to this agency then in the possession of the Bank. Upon such delivery of Bonds and records to the Issuer, the Bank shall have no further obligation hereunder except as may have theretofore arisen. Upon any such termination, the Issuer shall have no further obligation under this Agreement except to pay to the Bank any fees and expenses incurred or accrued through the date of such termination which have not theretofore been paid, and except as may have theretofore arisen or may thereafter arise under Section 14 hereof. 17. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof, and may not be amended or modified except in writing signed by the A parties hereto. -11- c:\docs\corp\c175865.02\regpaq (MJE) IN WITNESS WHEREOF, 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. BANK SOUTH, N.A. Atlanta, Georgia Attest: zu�alr By & Authori ed Officer ( SEAL) DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY Chairman Attest: O ( SEAL) -12- c:\docs\corp\c175865.02\regpay (MJE) Bank South BANK SOUTH, N.A. REGISTRAR AND PAYING AGENT FEE AGREEMENT FOR $8,690,000 DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY REVENUE BONDS SERIES 1990 ACCOUNT ACCEPTANCE . . . . . . . . . . . . . . . . . (payable at closing) ACCOUNT MAINTENANCE. . . . . . . . (per holder) (minimum of $1000 per year) $500.00 $ 4.25 Maintain holder's name 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. . . . . . . . $ 1.50 (per certificate) TRANSFERS ROUTINE:. . . . . . . . . . . (per certificate) $ 1.50 (minimum of $500 per year) PAYMENTS INTEREST CHECK ISSUANCE:. . . . . (per check) $ .25 STOP PAYMENTS)/REPLACEMENT CHECK(S): (per check) $ 20.00 PRINCIPAL CHECK ISSUANCE: . . . . (per check) $ 8.50 WITHHOLDING TAXES W-9 Forms: . . . . . . . . . . . . .(per form) $ .30 Certification (as required by law) of Social Security Number or Tax Identification Number CALL NOTICES . . . . . . . . . . . . (per holder) $ 1.50 Bank South, P.O. Box 3144, Atlanta, Georgia 30302 / (404) 529-4575 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 MISCELLANEOUS HOLDERS' LIST . . . . . . . . . . . . . (each) 40.00 WIRE TRANSFERS . . . . . . . . : . (each) 10.00 EACH STATEMENT IN EXCESS OF 4 PER YEAR (each) 50.00 CHECK REGISTER . . . . . . . . . . . (each) 140.00 All out-of-pocket expenses 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 6478A day of m%.��e1• . 19 90 . By: DOWN Y NA DEVELOP ENT AUTHORITY June 13, 1990 The Downtown Smyrna Development Authority met June 13, 1990 at Smyrna City Hall at 6:30 p.m. Those attending were: A. Max Bacon, Chairman Hubert Black Alton Curtis C. J. Fouts Jim Pitts Jimmy Wilson Absent: Willouise Spivey Charles "Pete" Wood Also present was City Clerk Melinda Dameron, City Administrator John Patterson, Jeff Floyd and Lillie Barrios from Sizemore -Floyd and Don Bailey, Project Manager for J. A. Jones Construction. Finance Director Emory McHugh presented a proposed DDA budget for fiscal years 1990 and 1991 and stated the DDA would meet the criteria established by the council of governmental accounting and since this is also a special revenue fund, the budgets should be adopted. Alton Curtis made a motion the FY1990 budget totaling $14,701,150 be adopted. Hubert Black seconded the motion which carried 5-0. C. J. Fouts made a motion the FY1991 budget totaling $1,200,000 be adopted. Jimmy Wilson seconded the motion which carried 6-0. Mayor Bacon gave an update on the final property acquisitions with the Ted Holder property (Consolidated Carpet) being the most controversial. After an appraisal of $195,000 and final offer by the City of $275,000, a payment of $237,000 was awarded by the Special Master at the condemnation hearing. Mr. Holder was asking $1.4 million and will more than likely appeal the decision. Several of the other appeals have been heard and of those, the additional money awarded by the juries has not been significant. Jeff Floyd presented a revised master plan for the downtown development. Phase I will be anchored by the community center and library, and will include the village green, extension of King Street, realignment of Sunset Avenue and Powder Springs Street, and the straightening and connection of Fuller Street to Hamby Street. King Street will be the focus of the retail area rather than Atlanta Street. Phase II will be anchored by City Hall and the Police and Fire stations with intersection improvements at Spring and Atlanta Street and an extension of landscaping south on King Street. The total land coverage for the entire development is about 29 acres with a cost of $2.7 million for the Library, $5.6 million for the Community Center, $1.4 million for the Fire station, $2 million for City Hall and $1.4 million for the Police station. Don Bailey gave a report on construction and stated they should begin the steel work in mid -August on the Library and about one month later on the Community Center. Projected completion date is August 1, 1991. C. J. Fouts made a motion the minutes of April 2, 1990 be approved as submitted. Jim Pitts seconded the motion which carried 5-0. With no further business, meeting adjourned.