07-17-1989 Regular MeetingJuly 10, 1989 meeting - continued
With no further business, meeting adjourned at 8:53 p.m.
WARD 7 - VACANT
July 17, 1989
The regular scheduled meeting of Mayor and Council was held July 17, 1989 at
Smyrna City Hall. The meeting was called to order at 7:30 o'clock p.m. by
presiding officer Mayor A. Max Bacon. All council members were present. Also
present was City Attorney Charles E. Camp, City Clerk Melinda Dameron,
Library Director Laurel Best, City Engineer Mike Hutchinson, Finance Director
Emory McHugh, Parks Director Sherry Reavis, Communications Director Steve
Ciaccio, Personnel Director Jane Sargent, Acting Police Chief Kent Sims, Fire
Chief Larry Williams, Public Works Director Vic Broyles and representatives
of the press.
Invocation was given by City Solicitor Mike Whaley followed by the pledge to
the flag.
CITIZENS INPUT•
Nothing to report.
CERTIFICATION OF SPECIAL ELECTION: Election Superintendent Linda Smith read
the results of the special election held July 11, 1989 to fill the unexpired
term of Bob Betenbaugh, with John Steely receiving a majority of the votes
cast. Jack Shinall made a motion the election results be certified. Jim
Hawkins seconded the motion which carried 6-0.
The oath of office was given to Mr. Steely by State Court Judge Ken Nix.
APPEAL OF RECORDERS COURT - MELVIN C. MC CLELLION, JR.
Mr. McClellion was not present and Jim Hawkins made a motion the appeal be
dismissed for failure to appear. Jack Shinall seconded the motion which
carried 7-0.
PUBLIC HEARINGS:
(A) Variance - number of storage buildings at 3784 Plumcrest Road
Mayor Bacon said a letter had been received from Mr. E. Glenn Beavers
requesting that his variance request to allow 2 storage buildings on his
property at 3784 Plumcrest Road be withdrawn and that he would comply with
the City ordinance within 30 days.
John Steely said Mr. Beavers had agreed to comply with the ordinance within
30 days by either removing the smaller storage building on his property or
attaching it to the new structure. John Steely made a motion the variance be
withdrawn, without prejudice. Jim Hakwins seconded the motion which carried
7-0.
(B) Variance - additional sign for Exxon, 1420 Spring Street.
Wade Lnenicka said he had met with the applicant last Friday, and they are
requesting a postponement of the variance to the next meeting. Wade Lnenicka
made a motion the variance be tabled to the August 7, 1989 meeting. Bill
Scoggins seconded the motion which carried 7-0.
July 17, 1989 meeting - continued
(C) Variance - reduce side yard setback at 981 Concord Road.
Dr. Joel L. DeSaulniers requested a variance to reduce the side yard setback
at 981 Concord Road from 33.3 to 15 feet to add a 12 x 12 addition to his
chiropractic outpatient healthcare facility. There was no opposition.
Dr. DeSaulniers presented pictures of the proposed addition to his business,
located at the corner of Concord and Evelyn Street. Dr. DeSaulniers said he
had been in Smyrna for 4 years, at this particular location the last 2 years
and needed the additional room to offer better physical therapy facilities
for his patients.
Jim Hawkins made a motion the variance be approved as requested with the
stipulation that the variance only apply to the building that is presently on
the lot. Wade Lnenicka seconded the motion which carried 7-0.
FORMAL BUSINESS•
Nothing to report.
BID AWARDS: Nothing to report.
COMMERCIAL BUILDING PERMITS:
(A) B. L. Law Construction requested a building permit for a 5,040 square
foot addition to Fouts Brothers Nissan at 2158 Atlanta Road at a total
estimated cost of $112,000. Kathy Jordan made a motion the permit be
approved. Bob Davis seconded the motion which carried 7-0.
CONSENT AGENDA:
(A) Approval to request bids - vehicle for Community Development
(B) Approval to request bids - portable stage
(C) Approval to request bids - garbage truck, pick-up truck and Pow-R-Mole
for Public Works
(D) Approval to request bids - 3COM File Server/386 for Police Department
(E) Approval to resurface Lake Park Drive and Spring Road
(F) Approval to surplus (2) dump trucks from Public Works
(1982 F800 dump truck and 1972 Ford LN800)
Jim Hawkins made a motion the consent agenda be approved. Wade Lnenicka
seconded the motion which carried 7-0.
COUNCIL INPUT: Everyone congratulated John Steely and welcomed him back to
council.
Wade Lnenicka congratulated Sherry Reavis for being selected as a new member
of the 1989 Leadership Cobb program.
Wade Lnenicka read the Grand Jury presentments from last week which stated
our jail facilities were adequate and clean. The report also stated they were
very impressed with the professionalism and operation of the communications
center.
Bill Scoggins reminded everyone of Smyrna Night at the Braves on July 24th.
Transportation will be provided by the new Cobb Community Transit, with buses
leaving Smyrna High School at 6:30 p.m.
Jim Hawkins said he has received quite a few calls from residents about the
creek behind their homes on Church Road. This is number 1 on the project list
for rip rapping and the work will be completed as soon as weather permits.
Mr. Hawkins reported that the STEP unit has written 20 citations and 11
warnings in the Wisteria Lane/Crestview Drive area, with 274 vehicles
traveling through that intersection in June. Mr. Hawkins said he felt the
additional patrol had made an impact and hopes the situation will continue to
improve.
Jack Shinall also asked that the STEP unit observe the intersection at
Evergreen Trail and Smyrna Powder Springs.
Jack Shinall made a motion the rules be suspended to consider an item not on
the agenda. Jim Hawkins seconded the motion which carried 7-0.
Jack Shinall made a motion we lift the outdoor watering restrictions that
July 17, 1989 meeting - continued
went into effect in July, 1988. Kathy Jordan seconded the motion which
carried 7-0.
Jack Shinall said the City has also received a letter from the Cobb -Marietta
Water Authority notifying us of a pending rate increase with one of the
reasons being that their water sales this summer have been extremely low.
Mr. Shinall reminded everyone that we do have a leash law in the City and
that dogs must be leashed or under voice control when they are on their own
property.
John Steely thanked the residents of Ward 7 for giving him the opportunity of
serving again.
With no further business, meeting adjourned at 8:00 p.m.
A. MAX ON, MAYOR
/ � r
SUTHERLAND, ASBILL & BRENNAN
3100 FIRST ATLANTA TOWER
CABLE: SUTAB ATLANTA ATLANTA, GEOBGIA 30383-3001 1275 PENNSYLVANIA AVENUE, N.W.
TELECOPIER: (404) 658-8914 WASHINGTON, D. C. 20004-2404
TELEX: 54-2672 (404) 658-8700
(202) 383-0100
July 10, 1989
The Honorable A. Max Bacon
Mayor of Smyrna
P.O. Box 1226
Smyrna, Georgia 30081
Re: $3,510,000 City of Smyrna
Water and Sewerage Revenue
Refunding Bonds, Series 1989
Dear Mayor Bacon:
Enclosed for inclusion in the minute book of the City
is a copy of the Form 8038-G as filed with the IRS, together with
proof of receipt by the IRS.
Very truly yours,
Alice B. Mabry
Legal Assistant
ABM/dhk
cc: Mr. Gordon K. Mortin
Enclosures
f
C. WILLIS RITTER
DAVID L. MILLER
FRANC15 R. SNODGRASS
HAROLD W. BANK
BRUCE R. COLEMAN
R. WADE NORRIS*
RICHARD A. EICHNER
M ICHAEL P. MURPHY
PETER L. CANZANO
H. JOHN STEELE
WILLIAM L. GEHRIG
BRUCE EHRENSAAL
COUNSEL
N. BARR MILLER
THOMAS A. FRAZIER, JR.
• MEMBER OF GEORGIA BAR ONLY
Mayor and Council
Smyrna, Georgia
HAYN ES & MILLER
COUNSELLORS AT LAW
TELEPHONE
FOURTH -FLOOR
(202) 955-9500
1156 FIFTEENTH STREET, N.W.
AUTOMATIC TELECOPIER
WASHINGTON, D. C.
(202) 955-9594
20005-1704
J. MARVIN HAYNES
1949-1976
ARTHUR H. ADAMS
1958-1966
Sutherland, Asbill & Brennan
Atlanta, Georgia
Lex Jolley & Co., Inc.
Atlanta, Georgia
Gentlemen:
June 28, 1989
$3,510,000
City of Smyrna (Georgia)
Water and Sewerage Revenue Refunding Bonds
Series 1989
WRITER'S DIRECT LINE
(202)
955-9518
We have acted as Special Tax Counsel with respect to the
sale and issuance by the City of Smyrna, Georgia (the "Issuer") of
the above -captioned bonds issue (the "Bonds"). We have given
particular attention to the terms of the Bonds, and to the expected
use and investment of moneys (including proceeds of the Bonds) to
effect the refinancing of certain prior bonds (the "Prior Bonds") of
the Issuer, to determine compliance with the restrictions imposed by
Sections 148, 149(d)(3) and 149(d)(4) of the Internal Revenue Code
of 1986, as amended (the "Code"), and applicable regulations, court
decisions and published positions of the Internal Revenue Service
with respect thereto.
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of (i) a
Non -Arbitrage Certificate of the Issuer, of even date, setting forth
the Issuer's reasonable expectations with respect to the Bonds; (ii)
an opinion of even date of Sutherland, Asbill & Brennan, Bond
Counsel, that the Bonds are authorized and valid obligations of the
Issuer under applicable State and local laws; (iii) an ordinance
-2-
of the Issuer adopted May 25, 1989 (the "Ordinance"), authorizing
the issuance of the Bonds, which contains a covenant of the Issuer
to comply with the arbitrage provisions of Section 148 of the Code;
(iv) an Escrow Deposit Agreement dated as of June 28, 1989 which
directs the call of the bonds being refinanced on July 1, 1995; and
(v) such other documents and certificates as we have deemed
necessary for purposes of the opinion rendered herein.
No matters have come to our attention that would make
unreasonable or incorrect the representations or expectations made
in the Non -Arbitrage Certificate.
Based on the foregoing, and assuming continued compliance
with the Issuer's covenant contained in the Ordinance, we are of the
opinion (1) that the Bonds are not "arbitrage bonds" within the
meaning of Section 148 of the Code and (2) the Bonds are not
described in paragraph (3) or (4) of Section 149(d) of the Code.
We have been engaged for the limited purpose of rendering
opinions with respect to Sections 148, 149(d)(3) and 149(d)(4) of
the Code, and our engagement is limited solely to such matters. We
have not undertaken any review of any other legal questions with
respect to the issuance of the Bonds or of the ability of the Issuer
to make timely payment of debt service thereon. No opinion is
expressed with respect to any other provisions of law that might
otherwise affect the exclusion of the interest on the Bonds from
gross income for federal income tax purposes.
Very truly yours,
HAYNES & MILLER
By
C. WILLIS RITTER
DAVID L. MILLER
FRANCIS R. SNODGRASS
HAROLD W. BANK
BRUCE R. COLEMAN
R. WADE NORRIS*
RICHARD A. EICHNER
M ICHAEL P. MURPHY
PETER L. CANZANO
H. JOHN STEELE
WILLIAM L. GEHRIG
BRUCE EHRENSAAL
COUNSEL
N. BARR MILLER
THOMAS A. FRAZIER, JR.
MEMBER OF GEOPGi BAR ONLY
HAYN ES & MILLER
COUNSELLORS AT LAW
TELEPHONE
FOURTH FLOOR
(202) 955-9500
1156 FIFTEENTH STREET, N.W.
AUTOMATIC TELECOPIER
WASHINGTON, D. C.
(202) 955-9594
20005-1704
J. MARVIN HAYNES
1949-1976
ARTHUR H. ADAMS
195E-1966
WRITER'S DIRECT LINE
(202)
June 28, 1989
955-9518
Mayor and Council
Smyrna, Georgia
$3,510,000
City of Smyrna (Georgia)
Water and Sewerage Revenue Refunding Bonds
Series 1989
Gentlemen:
The purpose of this letter is to explain the general legal
constraints of Section 148 of the Internal Revenue Code of 1986, as
amended, (the "Code") in order to give you guidance in complying
with the arbitrage covenant contained in the ordinance (the
"Ordinance") of the City of Smyrna, Georgia (the "Issuer") with
respect to the above -referenced financing. Capitalized terms not
specifically defined herein have the meanings set forth in the
Ordinance.
There are two requirements which must be satisfied in order
for interest on the Issuer's Water and Sewerage Revenue Refunding
Bonds, Series 1989 (the "Bonds") to continue to enjoy their
tax-exempt status, one is regarding the rebate requirement and the
other is regarding the redemption of the Water and Sewerage Revenue
Bonds, Series 1984 (the "1984 Bonds") being refinanced.
You are required to rebate to the Internal Revenue Service
an amount which equals the excess of the total amount earned from
the investment of "gross proceeds" over the amount that would have
been earned on the investment of such "gross proceeds" if their
yield was equal to 6.977191%, (the "Bond Yield") plus any investment
earnings attributable to that excess (collectively referred to
herein as the "Rebate Amount"). "Gross Proceeds" is a fairly
comprehensive concept which includes original investments of bond
proceeds, earnings on original proceeds, amounts pledged to the
payment of the bonds and debt service funds. However, for a number
of reasons you may be able to ignore the investment of certain of
these "gross proceeds" and thus simplify your rebate calculations.
-2-
The specific funds of the Issuer which may include "gross
proceeds" are discussed below:
1. The Escrow Fund is funded in part from proceeds of the
Bonds and is technically subject to inclusion in the rebate
calculation. However, since computations have already been made
confirming that the Escrow Fund does not yield more than 6.977191%,
you should be able to ignore the Escrow Fund in the rebate
calculation.
2. The Debt Service Account within the Sinking Fund is a
debt service fund for the payment of current debt service on the
Bonds and is generally designed to be cleared of all funds once each
year. Since the Bonds are fixed rate bonds with an average maturity
of more than five years and your bond counsel has determined that
they are not "private activity bonds", the Code requires you to
ignore this fund for rebate purposes.
3. The Debt Service Reserve Account within the Sinking
Fund is funded with Issuer revenues and is entirely "gross proceeds"
subject to rebate.
4. The Other Issuer Funds (including the Renewal and
Extension Fund) should be excluded from the rebate calculation since
they are generally not expected to be used to pay debt service on
the Bonds. However, the IRS has not yet enacted regulations under
Section 148 of the Code and there is no clear guidance on this
point. Thus, subsequent regulations may force some Issuer funds
into the category of "gross proceeds".
The bonds may qualify for the $5 million dollar small issue
exemption to the Rebate requirement'. If the Issuer (and all of its
subordinate entities) has issued less than $5 million of tax-exempt
bonds (other than private activity bonds) including the Bonds,
during the calendar year 1989, it may not be necessary to comply
with any of the Rebate requirements of Section 148 of the Code, for
the entire term of the Bonds. Technical corrections to the 1986
Code enacted by Congress impose certain additional limits to this
exception in the context of Refunding Bonds. Generally, these
additional restrictions to the general $5 million exception prohibit
use of this exception if a refunding extends the average maturity of
bonds or the prior issue itself exceeded the $5 million limit. We
have determined that the average maturity of the Bonds used to
refund the 1984 Bonds does not exceed the remaining average maturity
of the 1984 Bonds. You should consult your counsel to determine if
the Issuer qualifies with regard to the other requirements of the
$5 million exception.
Unless the Issuer qualifies for the general exception
_ described above, the following steps should be undertaken to assure
compliance with the rebate requirements.
09M
Detailed records should be maintained of the investment
activity for all funds and accounts, in order to be able to trace
the investment of all funds until spent. These records should
include full descriptions of all investments purchased and identify
the purchase prices and sale prices for such investment, and
receipts therefrom. Documentation with respect to the calculation
of the rebate should be retained by the Issuer until six years after
the retirement of the last obligation of the Bonds and copies of
each such determination of the Rebate Amount with respect to the
Bonds should be made available to the Issuer, the Trustee and Bond
Counsel upon reasonable request.
You are required to calculate the amount of rebate due
every five years. The first installment computation date is the
last day of the fifth bond year. You have a certain amount of
flexibility in choosing the exact calender day of the year which is
the end of a "bond year". If January 1, 1990 is selected as the end
of the first bond year, the first installment computation date would
be January 1, 1994.
The Issuer must make installment payments to the United
States in an amount equal to 90% of the Rebate Amount with respect
to the Bonds within 60 days of a rebate computation date. The last
installment payment shall be made no later than 60 days after the
date on which the last obligation of the Bonds is paid and should be
in an amount sufficient to pay the remaining balance of the Rebate
Amount with respect to the Bonds.
Each payment of the Rebate Amount should be (a) filed with
the Internal Revenue Service Center, Philadelphia, Pennsylvania
19255, (unless subsequent regulations designate a different
location), (b) accompanied by a copy of the IRS Form 8038-G filed
with the Internal Revenue Service at the time of the issuance of the
Bonds, and (c) accompanied by a statement summarizing the
determination by the Issuer of the Rebate Amount being paid.
With respect to the requirement concerning the redemption
of the bonds being refinanced, those bonds which were originally
issued prior to January 1, 1986, must be called on the earliest
redemption date in which the premium is 3% or less. In this
instance, the bonds being refinanced must be redeemed on July 1,
1995 with respect to the 1984 Bonds maturing July 1, 1996 and
thereafter. The Escrow Deposit Agreement directs the Escrow Agent
to effect this call.
Failure to comply with the above described arbitrage
limitations of Section 148 and Section 149(d)(3) of the Code may
result in the Bonds becoming taxable or, you may be able to correct
a violation of the rebate requirement by late payment of the rebate
due, plus a penalty of 50 percent of the rebate, plus interest
thereon.
-4-
The foregoing represents our interpretations of Sections
148 and 149(d)(3) of the Code, based on.the.Code and the limited
amount of IRS guidance available at this time. The IRS has
published temporary regulations concerning. -the computation method to
be used to determine the rebate amount. However, these regulations
are incomplete and subject to further revisions. The IRS has not
yet published final regulations implementing the rebate provisions
of the Code, and final and complete regulations are not expected to
be published for some time. We understand the IRS is currently
considering a number of possible interpretive rules dealing with the
rebate requirements and matters such as identification of "gross
proceeds" (including such terms as pledged proceeds and transferred
proceeds) subject to the rebate and calculation of the Rebate
Amount. Accordingly, before making your first rebate calculation,
and from time to time thereafter, you should consult your counsel to
evaluate your compliance with more current interpretation of Section
148 of the Code.
Very truly yours,
HAYNES & MILLER
By
This Escrow Deposit Agreement (hereinafter referred to as
"Agreement") by and between City of Smyrna (hereinafter
sometimes referred to as the "City") and the Trust Company
Bank, Atlanta, Georgia (hereinafter sometimes referred to as
the "Escrow Agent").
W I T N E S S E T H:
WHEREAS, the City of Smyrna has issued and delivered
$4,375,000 principal amount of City of Smyrna Water and
Sewerage Revenue Bonds, Series 1984, dated October 1, 1984,
(hereinafter sometimes referred to as the "Series 1984 Bonds"),
in fully registered form without coupons, in the denomination
of $5,000 or any integral multiple thereof, bearing interest
from date at the rate per annum set forth below opposite each
principal maturity, all interest payable January 1, 1985 and
semi-annually thereafter on the lst days of January and July in
each year and the principal maturing on the 1st day of July, in
the years and amounts, as follows:
Year
Amount
Rate
Year
Amount
Rate
1985
$ 90,000
7.00%
1994
$
180,000
9.20%
1986
$ 95,000
7.25%
1995
$
195,000
9.40%
1987
$100,000
7.50%
1996
$
215,000
9.60%
1988
$110,000
7.75%
1997
$
235,000
9.75%
1989
$120,000
8.00%
1998
$
255,000
9.90%
1990
$130,000
8.25%
1999
$
285,000
10.00%
1991
$140,000
8.50%
2000
$
310,000
10.10%
1992
$150,000
8.75%
2004
$1,600,000
10.375%
1993
$165,000
9.00%
of which said Series 1984 Bonds there is outstanding $3,980,000
principal amount thereof, being bonds maturing in the years
1989 to 2000, inclusive, and in the year 2004; and
WHEREAS, it has been determined that the City should
refund that portion of said Series 1984 Bonds maturing on and
after July 1, 1996 and now outstanding in the principal amount
of $2,900,000 (hereinafter referred to as "Refunded Bonds") on
the earliest practicable call date it is necessary that proper
provision for the refunding of said Refunded Bonds be made with
the Paying Agent Bank for said Series 1984 Bonds; and
WHEREAS, the City pursuant to an ordinance adopted by the
Mayor and Council of the City of Smyrna on May 25, 1989 has
taken all necessary and proper steps to provide for the deposit
with the Trust Company Bank, Atlanta, Georgia, the Paying Agent
for said Series 1984 Bonds, as Escrow Agent, moneys derived
from the sale of its Water and Sewerage Revenue Refunding
Bonds, Series 1989, which are to be held, supervised,
maintained and administered by the Escrow Agent under the terms
and conditions of this Agreement; and
WHEREAS, the City will deposit with the Escrow Agent,
simultaneously with the issuance and delivery of the Series
1989 Bonds, the sum of $147,303.75 derived from moneys
withdrawn from the special account designated as "Debt Service
Account" which is held within the special fund designated as
"City of Smyrna Water and Sewerage System Sinking Fund" now
held by the Trust Company Bank of Cobb County, N.A., Smyrna,
Georgia, as Sinking Fund Custodian, which moneys are to be
held, used and applied by the Escrow Agent under the terms and
conditions of this Agreement; and
WHEREAS, it is now necessary and desirable for the City to
enter into this Agreement with the Escrow Agent to provide for
the use and application of the moneys so deposited with said
Escrow Agent.
NOW, THEREFORE, in consideration of the premises and the
undertakings hereinafter set forth, it is agreed by and between
the City of Smyrna and the Trust Company Bank, Atlanta,
Georgia, each acting by and through its duly authorized
officers:
SECTION 1. The Escrow Agent acknowledges receipt of:
(a) A certified copy of the ordinance adopted by the
Mayor and Council of the City of Smyrna on May 25, 1989
(hereinafter referred to as the "Ordinance"), among other
things, providing for the refunding of all of said Series 1984
Bonds maturing on and after July 1, 1996 and now outstanding in
the aggregate principal amount of $2,900,000; and
(b) The sum of $3,386,000 from the proceeds derived from
the sale of the City's Series 1989 Bonds and the sum of
$147,303.75 from the City. Of said aggregate funds so
received,
(i) The sum of $3,383,000 was applied
simultaneously with the receipt thereof to acquire
$3,383,000 aggregate principal amount of United States
Treasury Obligations -State and Local Government Series
(hereinafter referred to as "Direct Obligations"), bearing
interest from date at the rate per annum set forth below
opposite each principal maturity, all interest payable
January 1, 1990 and semi-annually thereafter on the 1st
days of January and July in each year, and the principal
maturing in the amounts and on the dates, as follows:
Date
Amount
Rate
Date
Amount
Rate
1/l/90
$33,800
0.00%
l/l/93
$
35,600
0.00%
7/1/90
$35,500
0.00%
7/l/93
$
35,600
0.00%
1/1/91
$35,600
0.00%
l/l/94
$
35,500
0.00%
7/l/91
$35,600
0.00%
7/1/94
$
35,600
0.00%
1/1/92
$35,600
0.00%
l/l/95
$
35,600
0.00%
7/l/92
$35,500
0.00%
7/l/95
$2,993,500
7.465%
-2-
All of said Direct Obligations are now on deposit with and
are being held by the United States Federal Reserve Bank
exclusively for the purposes of this Agreement.
(ii) The sum of $147,303.75 shall be held as an
initial cash balance.
(iii) The sum of $3,000 has been paid to the Trust
Company Bank, Atlanta, Georgia, as full and complete
payment of all fees, charges and expenses incurred or to
be incurred as Escrow Agent for said Refunded Bonds.
Section 2. The parties hereto acknowledge the creation
and the establishment by the Escrow Agent of a special and
irrevocable trust fund designated as the "City of Smyrna Water
and Sewerage Revenue Bond Escrow Fund" (hereinafter referred to
as the "Escrow Fund") and the Escrow Agent acknowledges, agrees
and certifies that all of the Direct Obligations and cash in
the amount of $147,303.75 for which it acknowledged receipt in
Section 1 above are fully credited to the Escrow Fund. The
principal of and income derived from the Direct Obligations and
said cash are irrevocably pledged to the payment of the
Refunded Bonds and the owners of the Refunded Bonds are hereby
granted and shall have an express lien on the cash and the
principal of and income derived from all the Direct Obligations
credited to the Escrow Fund until used and applied in
accordance with the terms of this Agreement.
Section 3. The parties hereto each acknowledge, agree and
certify that the principal of and income derived from the
Direct Obligations referred to in Section 1 as and when due and
payable and received by the Escrow Agent will provide moneys,
which, toegther with said initial cash balance, in the
aggregate will be sufficient to acquire all of the Refunded
Bonds by making the following payments, on the dates and in the
amounts, as follows:
Payment
Date
Principal
Interest
Premium
Total
July 1,
1989
-0-
$147,303..75
-0-
$
147,303.75
January
1, 1990
-0-
$147,303.75
-0-
$
147,303.75
July 1,
1990
-0-
$147,303.75
-0-
$
147,303.75
January
1, 1991
-0-
$147,303.75
-0-
$
147,303.75
July 1,
1991
-0-
$147,3.03.75
-0-
$
147,303.75
January
1, 1992
-0-
$147,303.75
-0-
$
147,303.75
July 1,
1992
-0-
$147,303.75
-0-
$
147,303.75
January
1, 1993
-0-
$147,303.75
-0-
$
147,303.75
July 1,
1993
-0-
$147,303.75
-0-
$
147,303.75
January
1, 1994
-0-
$147,303.75
-0-
$
147,303.75
July 1,
1994
-0-
$147,303.75
-0-
$
147,303.75
January
1, 1995
-0-
$147,303.75
-0-
$
147,303.75
July 1,
1995
$2,900,000
$147,303.75
$58,000
$3,105,303.15
-3-
Section 4. The Escrow Agent agrees to apply the initial
cash balance and Direct Obligations so deposited in or credited
to the Escrow Fund and the income derived from the Direct
Obligations in accordance with the provisions hereof. The
Escrow Agent shall collect the principal of and interest on
said Direct Obligations as same become due and payable and it
shall have no power to make substitution of the Direct
Obligations credited to the Escrow Fund. All moneys and the
Direct Obligations and the income derived from the Direct
Obligations held pursuant to the terms and conditions of this
Agreement shall be subject to the lien herein granted in favor
of the owners of the Refunded Bonds and shall be held for the
security of such owners until disbursed in accordance with this
Agreement and the Ordinance.
Section 5. The Escrow Agent agrees that it shall on
July 1, 1989 and on each January 1 and July 1 thereafter,
withdraw from the Escrow Fund and transfer in immediately
available funds to Trust Company Bank, Atlanta, Georgia, as
Paying Agent for the Refunded Bonds if such date is July 1, a
sum sufficient to pay the principal, premium, if any, and the
interest due and payable on the Refunded Bonds on July 1, and
if such date is January 1, a sum sufficient to pay the interest
due and payable on the Refunded Bonds on January 1; and such
transfers shall continue and recontinue until provision shall
have been duly made for the payment in full of all of the
Refunded Bonds as set forth in Section 3 hereof. The
applicable and necessary portions of the Ordinance pertaining
to the payment of the Refunded Bonds are by this reference
thereto incorporated herein and made a part hereof. Any moneys
remaining in the Escrow Fund after making payments as required
under this Agreement and after paying any incidental expenses
shall be remitted to the City.
Section 6. The parties hereto agree that the liability of
the Escrow Agent for the payment of moneys pursuant to this
Agreement shall be limited to the application of the cash and
the principal of and the income derived from the Direct
Obligations available for such purpose as provided hereunder.
The Escrow Agent shall have no lien whatsoever on -any of the
moneys credited to or on deposit in the Escrow Fund for•the
payment of fees and expenses for services rendered by the
Escrow Agent or otherwise.
In the event of the Escrow Agent's failure to account for
any of the Direct Obligations or moneys received by it, said
Direct Obligations shall be and remain the property of the City
in trust for the owners of the Refunded Bonds as herein
provided, and if for any reason such Direct Obligations or
moneys are not applied as herein provided, the assets of the
Escrow Agent shall be impressed with a trust for the amount not
applied as herein provided until the required application shall
be made.
-4-
Section 7. The parties hereto agree that the moneys
received by the Escrow Agent under Section 1, Paragraph
(b)(iii) of this Agreement represent payment of fees, charges
and expenses incurred or to be incurred hereunder as Escrow
Agent and do not in any respect constitute payment of the fees,
charges and expenses incurred or to be incurred by the Trust
Company Bank, as Paying Agent and Bond Registrar for said
Refunded Bonds.
Section 8. This Agreement is made for the benefit of the
City and the owners from time to time of the Refunded Bonds and
it shall not be repealed, revoked, altered or amended without
the written consent of all such owners and the written consent
of the Escrow Agent and the Municipal Bond Investors Assurance
Corporation; provided, however, that the City and the Escrow
Agent may, without the consent of, or notice to, such owners,
enter into such agreements supplemental to this Agreement as
shall not adversely affect the rights of such owners and as
shall not be inconsistent with the terms and provisions of this
Agreement, for any one or more of the following purposes:
(a) to cure any ambiguity or formal defect or
omission in this Agreement;
(b) to grant to , or confer upon, the Escrow Agent
for the benefit of the owners of the Refunded Bonds any
additional rights, remedies, powers or authority that may
lawfully be granted to, or conferred upon, such owners or
the Escrow Agent; and
(c) to subject to this Agreement additional funds,
securities or properties.
The Escrow Agent shall be entitled to rely exclusively
upon an unqualified opinion of attorneys nationally recognized
on the subject -of municipal bonds with respect to compliance
with this Section, including the extent, if any, to which any
change, modification, addition or limitation affect the rights
of the owners of the Refunded Bonds or that any instrument
executed hereunder complies with the conditions and provisions
of this Section.
Section 9. The Escrow Agent at the time acting hereunder
may at any time resign and be discharged from the trusts hereby
created by giving not less than sixty (60) days written notice
to the City and publishing notice thereof, specifying the date
when such resignation will take effect in a financial newspaper
of general circulation in the City of New York, at least once a
week for three (3) consecutive calendar weeks prior to the date
when the resignation is to take effect. Such resignation shall
take effect immediately upon the acceptance by the City of the
-5-
resignation, the appointment by the City of a successor Escrow
Agent and acceptance by such successor Escrow Agent of the
terms, covenants and conditions of this Agreement.
The Escrow Agent may be removed at any time by an
instrument or concurrent instruments in writing, delivered to
the Escrow Agent and to the City and signed by the owners of a
majority in the principal amount of the Refunded Bonds then
outstanding.
In the event the Escrow Agent hereunder shall resign or be
removed, or be dissolved, or shall be in the course of
dissolution or liquidation, or otherwise become incapable of
acting hereunder, or in case the Escrow Agent shall be taken
under the control of any public officer or officers, or of a
receiver appointed by a court, the City shall appoint a
successor Escrow Agent to fill such vacancy. The City shall
publish notice of any such appointment at least once a week for
three (3) consecutive calendar weeks in a financial newspaper
of general circulation in the City of New York, New York.
In the event that no appointment of a successor Escrow
Agent shall have been made by the City pursuant to the
foregoing provisions of this Section 9 within sixty (60) days
after written notice of resignation of the Escrow Agent has
been given to the City, the owner of any of the Refunded Bonds
or the retiring Escrow Agent may apply to any court of
competent jurisdiction for the appointment of a successor
Escrow Agent, and such court may thereupon, after such notice,
if any, as it shall deem proper, appoint a successor Escrow
Agent.
No successor Escrow Agent shall be appointed unless such
successor Escrow Agent shall be a corporation with trust powers
organized under the banking laws of the United States or any
State, and shall have at the time of appointment capital and
surplus of not less than $50,000,000.
In that the Escrow Agent has been paid in full for all of
its fees, charges and expenses incurred in or to be incurred as
Escrow Agent hereunder, the Escrow Agent agrees to pay and
shall pay pro rata in advance all fees, charges and expenses to
be incurred by the next succeeding Escrow Agent, if any, up to
the amount received by the Escrow Agent as payment of its own
fees, charges and expenses. Each succeeding Escrow Agent, if
any, shall have the same obligation to its successor as Escrow
Agent.
Every successor Escrow Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the
City, an instrument in writing accepting such appointment
hereunder and thereupon such successor Escrow Agent without any
further act, deed or conveyance, shall become fully vested with
all the rights, immunities, power, trusts, duties and
obligations of its predecessor; but such predecessor shall,
nevertheless, on the written request of such successor Escrow
Agent or the City execute and deliver an instrument
transferring to such successor Escrow Agent all the estates,
properties, rights, -powers and trusts of such predecessor
hereunder; and every predecessor Escrow Agent shall deliver all
securities and moneys held by it to its successor. Should any
transfer, assignment or instrument in writing from the City be
required by a successor Escrow Agent to more fully and
certainly vest in such successor Escrow Agent the estates,
rights, powers, and duties hereby vested or intended to be
vested in the predecessor Escrow Agent, any such transfer,
assignment and instruments in writing shall, on request, be
executed, acknowledged and delivered by a duly authorized
officer of the City.
Any corporation into which the Escrow Agent, or any
successor to it in the trusts created by this Agreement, may be
merged or converted or with which it or any successor to it may
be consolidated, or any corporation resulting from any merger,
conversion, consolidation or tax-free reorganization to which
the Escrow Agent or any successor to it shall be a party shall,
if -satisfactory to the City be the successor Escrow Agent under
this Agreement without the execution or filing of any paper or
any other act on the part of any of the parties thereto,
anything herein to the contrary notwithstanding.
Section 10. This Agreement shall terminate when all
transfers required to be made by the Escrow Agent under the
provisions hereof shall have been made.
Section 11. Any notice, authorization, request or demand
required or permitted to be given pursuant to the terms and
provisions of this Agreement shall be in writing and sent by
certified or registered mail to: Municipal Bond Investors
Assurance Corporation, 445 Hamilton Avenue, White Plains, New
York 10601.
Section 12. If any one or more of the covenants or
agreements provided in this Agreement on the part of the City
or the Escrow Agent to be performed should be determined by a
court of competent jurisdiction to be contrary to law, such
covenant or agreement shall be deemed and construed to be
severable from the remaining covenants and agreements herein
contained and shall in no way affect the validity of the
remaining provisions of this Agreement. This Agreement shall
be governed by the applicable laws of the State of Georgia.
Section 13. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all
purposes as one original and shall constitute and be but one
and the same instrument.
-7-
Section 14. All the covenants and agreements in this
(Agreement contained by or on behalf of the City or the Escrow
Agent shall bind and inure to the benefit of their respective
successors and assigns, whether or not so expressed.
IN WITNESS WHEREOF, the parties hereto have each caused
this Agreement to be executed by their duly authorized officers
and their official seals to be hereunto affixed and attested,
this 28th day of June, 1989.
Attest:
(S E A L)
(Attest:
Au horized Office
(S E A L)
CITY OF SMYRN
By:
Mayor
TRUST COMPANY BANK
Atlanta, Georgia
By:
ArizedOfficer
WE
DEEMER DAVIDSON CARTER HIGGINS PC
Certified Public Accountants
June 28, 1989
Mayor and Council of the
City of Smyrna, Georgia
Smyrna, Georgia
Trust Company Bank
Atlanta, Georgia
Haynes b Miller
Washington, D.C.
Sutherland, Asblli 3 Brennan
Atlanta, Georgia
RE: Defeasance of $2,900,000 City of Smyrna, (Georgia)
Water and Sewerage Revenue Bonds, Series 1984
Gentlemen:
We understand that the City of Smyrna, Georgia (the "Issuer") has determined to
defease a portion of the City of Smyrna, (Georgia) Water and Sewerage Revenue Bonds,
Series 1984, now outstanding (the "Series 1984 Bonds"), on June 28, 1989. The
defeasance of the bonds is to be accomplished pursuant to an Escrow Deposit
Agreement between the City and Trust Company Bank, Atlanta, dated as of the date
hereof, a copy of which has been delivered to us by the City (the "Escrow Deposit
Agreement").
We understand that the cash flow from the Direct Obligations together with the
initial cash deposit (E147,303.75), on deposit within the Escrow Account shall be
used to defease that portion of those Series 1984 Bonds maturing on and after July
1, 1996, now outstanding in the aggregate principal amount of $2,900,000 (the
"Refunded Bonds"). Specifically, the cash flow shall be used to pay (1) the
interest on the Refunded bonds as same becomes due and payable through and including
July 1, 1995; (11) the redemption price (102% of the principal amount thereof) on
July 1, 1995, of the Refunded Bonds called for redemption.
We have reviewed the Escrow Deposit Agreement and the attached schedules
furnished to us by the Issuer.
We have been asked to verify the mathematical accuracy of the arithmetical
computations of the cash flow provided by the Direct Obligations (as defined and
described in the Escrow Deposit Agreement) and the initial deposit and express an
opinion as to the sufficiency of the projected income and principal to be derived
from the Direct Obligations to pay the defeasance requirements of the Refunded Bonds
in accordance with the Escrow Deposit Agreement.
We have verified the accuracy of the arithmetical computation of the cash flow
from the Direct Obligations and the initial deposit, the debt service requirements
on the Refunded Bonds, and the sufficiency of the cash flow from the Direct
Obligations and the initial deposit to pay the defeasance requirements on the
Refunded Bonds.
Based upon the foregoing, it is our opinion that the principal of the Direct
Obligations plus the income to be derived therefrom, together with the initial
deposit, are scheduled to mature in amounts and at times to provide funds which are
sufficient to pay (i) the interest on the outstanding principal amount of Refunded
Bonds as the same become due and payable through and including July 1, 1995; (11)
the redemption price (102% of the principal amount thereof) on July 1, 1995 of
Refunded Bonds called for redemption on July 1, 1995, in accordance with the Escrow
Deposit Agreement.
DEEMER DAVIDSON CARTER HIGGINS PC
SCHEDULE 1
CITY OF SMYRNA W&S (GA): REFUNDING BONDS
Summary of Receipts and Disbursements
Receipts:
Principal amount of bonds
less discount
plus accrued interest
Net received for bonds
plus contribution from issuer
Total available
Disbursements:
Accrued interest to bond fund
D.F. ACCRUALS HELD AS CASH FOR 7/1 PMT
Buy escrow investments W/PROCEEDS
Pay INSURANCE PREMIUM & RATING FEE
Pay issue costs
Surplus
Total disbursements
Actuarial Yield is 6.977191 %
Assumptions of Calculations:
Settlement date is 6-28-1989
Underwriters discount
Fixed costs of issue
Variable costs of issue
Fixed costs of escrow
Issue costs affecting yield
Non bond proceeds
1.200000 %
$ 11, 500. 00
1.025000 %
$ 23, 500. 00
$ 19, 000. 00
$ 147, 303. 75
f 3, 510, 000. 00
—42, 120. 00
18, 103. 31
N 3,485 983. 31 �
147, 303. 75
----------------
f 3, 633, 287. 06
saasaaase'�nc==ec
f 18, 103. 31
147, 303. 75
3, 383, 000. 00 h
23, 500. 00
47, 477. 50
13,902. 50
:w ~3, 633, 287. 06
ass3aax:��s=�aea=
1
SCHEDULE 2
CITY OF SMYRNA W&S (GA):
REFUNDING
BONDS
Debt Service Comparison
***+�****+r**a►
The Bonds
"N101'4lL
Maturity
Principal Interest
Interest Total
Debt
Service
Available
Revenues
Difference
_„�r�� t;t
Date
Amount
Rate
Payable
ya_ u0
7-q0
40000
6. 6000
rn�
243388. 9Sv
283388. 98
294607. 50
294607. 50
11218.
15870.
52 n
00 n
a uy
7-91
40000
45000
6. 6000
6. 6000
238737. 50 hV
236097. 50 ti
278737. 50
281097. 50
294607. 50
13510.
00 h
7-92
7-93
50000
6.6000
233127. 50h
283127. 50
294607. 50
11480.
OU
-33uJ• uJ
7-94
50000
6.6000
229B27. 50,
2791327. 50
294607. 50
14780.
00 h
3 u d vU
7-95
55000
6.6000
226527. 50,,
281527. 50
294607. 50
13080.
00 n
3 6 3 u J
- I y J." W
7-96
275000
6.7000
222897. 50 h
497897. 50
509607. 50
508967.50
11710.
14495.00
00
7-97
290000
305000
6.7500
6.8000
204472. 50h
184897. 50-1
494472. 50
489897. 50
506055. 00
. 1615
50 h
ZV yy- uJ
7-98
7-99
335000
6. 8500
164157. 50 n
499157. 50
510810. 00
1 1652.
50 M
^ 19 2 ,
0507310.00
� fu uJ
7-00
350000
6.9000
141210. 00 •n
491210. 00
507310. 00
16100.
00.t
_26 y/ U- uo
7-01
380000
6.9500
117060. 00 ,,
497060. 00
495650. 00
511000. 00
510206. 25
13940.
14556.
001
25 n
zd 3 su uU
7-02
405000
430000
7.0000
7.0000
90650. 00 ,
62300. 00 A
492300. 00
505781. 25
13481.
25 h
vu. uu
7-03
7-04
460000
7.0000
32200. 00 h
492200. 00
507725. 00
15525.
00
_301
vJ
SU
Totals
3510000
0. 0000
2627551. 48
. 48
6137551.48
6345 �7. 50
207556.
02
F
r-
CI-,
All
bonds pay semi-annual
current interest beginning 1- 1-1990
computed
from 6-
1-1989.
Assumes settlement
on 6-28-1989
With accrued interest of S 18,103.31.
Interest Payable
and Total
Debt Service
Do Not Include
Accrued
Interest.
Monday,
4:04 pm, June
5, 1989
AVAILABLE REVENUES REPRESENT AMOUNTS COMMITTED TO DEBT SERVICE
ABSENT A REFUNDING
Present value of difference at 6.97719% is $ 132,620.68
?1,3-77.5� X 36a
361. 3 1-
i
SCHEDULE 3A
CITY OF SMYRNA W&S, GA: OUTSTANDING SERIES 1984 BONDS ESCROW ACCOUNT
Summary of Investments
Investment
Coupon
Invest
Normal
1st Period
Total
Date
Principal
Rate
Type
Interest
Interest
Interest
7-
1-89
0.00
0.00
0.00
0.00
1-
1-90-
33800. 00 ,
-0.000
SLG
C er t
0.00
0.00
113584.68
7-
1-90
35500.00
0.000
SLG
Note
0.00
0.00
0.00
111732.76
111732.76
1-
1-91
35600.00
0.000
SLG
Note
0.00
0.00
0.00
111732. 76
7-
1-91
35600.00
0.000
SLG
Note
0.00
0.00
111732.76
1-
1-92
35600.00
0.000
SLG
Note
0.00
0.00
111732. 76
7-
1-92
35500.00
0.000
SLG
Note
0.00
0.00
111732.76
1-
1-93
35600.00
0.000
SLG
Note
0.00
0.00
111732.76
7-
1-93
35600.00
0.000
SLG
Note
0.00
0.00
111732. 76
1-
1-94
35500.00
0.000
SLG
Note
0.00
0.00
111732.76
7-
1-94
35600.00
0.000
SLG
Note
0.00
0.00
111732.76
1-
1-95
35600.00
0.000
7.465
SLG
SLG
Note
Note
111732. 76
1851.92
111732. 76
7-
1-95
2993500. 00
f.
Total 3383000. 00 111732. 76 1851.92 1342645. 04
Y
Settlement date is 6-28-1989. -
SLG 1st per. ratio: bonds & notes 3/181, 2nd cert_ 187/365
1st period interest an SLGS paid in 2na-pod --- 1"p iod less than 30 day
Coupon for 7- 1-1995 is 7.4650250 %.
Monday, 4:04 pm, June 5, 1989
SCHEDULE 3B
CITY OF SMYRNA W&S, GA: OUTSTANDING SERIES 1984 BONDS ESCROW ACCOUNT
Escrow Cash Flow
Starting
Principal
Interest
Total
Payout
Closing
Date
Balance
Received
Received
Available _
Required_
Balance
0.00M
7-
1-
1-89
1-90
A-$�-
0.00
0.00
33800. 00
0.00
113584. 68
tL-00
147384. 68
147303. 75
80. 93 ^
7-
1-90
80.93
35500. 00
111732. 76
147313. 69
147303. 75
9.94h
1-
1-91
9.94
35600. 00
111732. 76
147342. 70
147303. 75
38.95A
7-
1-91
38.95
35600. 00
111732. 76
147371. 71
147303. 75
67. 96
1-
1-92
67.96
35600. 00
111732. 76
147400. 72
147303. 75
96. 97 n
7-
1-92
96.97
35500. 00
111732. 76
147329. 73
147303. 75
25. 98 ti
1-
1-93
25. 98
35600. 00
111732. 76
147358. 74
147303. 75
54. 99 a
7-
1-93
54.99
35600. 00
111732. 76
147387. 75
147303. 75
84. 00 h
13. 01 ,,
1-
1-94
84.00
35500. 00
111732. 76
147316. 76
147303. 75
42. 02 "
7-
1-94
13.01
35600. 00
11 1732. 76
147345. 77
147303. 75
71. 03 r
1-
1-95
42.02
35600. 00
111732. 76
147374. 78
147303. 75
0. 04
7-
1-95
71.03
2993500. 00
111732. 76
3105303. 79
3105303. 75
r
Total
0.00
3383090.00
1342645.04
4725645.04
4725645.00
0.04
IY73d3if
(
yjii9yf77
qF,7z,4`!J'7i
Monday,
4:04 pm, June
5, 1989
SCHEDULE 4
CITY OF SMYRNA W&S, GA: OUTSTANDING SERIES 1984 BONDS
Debt Service Schedule
Maturity Principal Interest Interest Total Debt Nuy-n-AL
Date Amount Rate Payable . Service 2NrfeE;�
7-89
7-90
7-91
7-92
7-93
7-94
7-95
7-96
7-97
7-98
7-99
7-00
7-01
7-02
7-03
7-04
120, 000. 00
130, 000. 00
140, 000. 00
150, 000. 00
165, 000. 00
180, 000. 00
195, 000. 00
215, 000. 00
235, 000. 00
255, 000.00
285, 000. 00
310, 000. 00
345, 000. 00
380, 000. 00
415, 000. 00
460. 000. 00
S. 0000 '1-., r — 194, 848. 75 h
8. 2500
380, 097. 50 11
8.5000
369, 372. 50 h
8.7500
357, 472. 50 h
9.0000
344, 347. 50 h
9.2000
329, 497. 50 -
9. 4000
312, 937. 50
9.6000
294, 607. 50 h
9.7500
273, 967. 50r
9.9000
251, 055. 00 H
10.0000
225, 810. 00 h
10.1000
197, 310. 00 h
10.3750
166, 000. 00 -
10. 3750
130, 206. 25 n
10.3750
90,781.251,
10.3750
47, 725. 00 .1
314, 848. 75 96 uu,uJ
510. 097. 50
509. 372. 510 11 9 uu.ov
507, 472. 50
509, 347. 50 / S-a aJ
509, 497. 50 16
507, 937. 50
509, 607. 50 Z 0 G Yu °J
508, 967. 50 .1Z 9/ a . SJ
506, 055. 00 _ �2 < of
510, 810. 00
507. 310. 00 3 /
511,000.00
510, 206. 25 3 9 V,7 s uo
505, 781. 25 Y,3 u SG 1S
507, 725. 00 !1 -7 11. <'u
Totals 3, 980, 0 00. 00 0.0000 3, 966,0 36. 25 7,946,036.25
All bonds pay semi atr'
current interest beginning,, 1-198
computed from l— 1-1989. -
Assumes settlement on 6— 1-1989 with accrued interest of S 162,373.96.
Thursday, 11:31 am, May 11, 1989
SCHEDULE 4—REF
CITY OF
SMYRNA W&S, GA: OUTSTANDING
SERIES 1984 BONDS
TO BE REFUNDED
Debt Service
Schedule
Maturity
Principal
Interest
Interest
Total Debt
Date
Amount
Rate
Payable
Service
%Lk,r 147, 303. 751,
147, 303. 75
7-89
294, 607. 50,,
294, 607. 50
7-90
294. 607. 50,
294, 607. 50
7-91
294, 607. 50 .,
294, 607. 50
7-92
_
294, 607. 50,
294, 607. 50
7-93
294, 607. 50 -
294, 607. 50
7-94
294, 607. 50,
294, 607. 50
7-95
7-96
215, 000. 00
9.6000
294, 607. 50 ,
509, 607. 50
7-97
235, 000. 00
9.7500
273, 967. 50
508, 967. 50
7-98
255, 000. 00
9.9000
251, 055. 00-
506, 055. 00 S%1S.W
7-99
285, 000. 00
10.0000
225, 810. 00 h
510. 810. 00 2 � 5L" of
7-00
310, 000. 00
10.1000
197, 310. M1
507, 310. 00
7-01
345, 000. 00
10.3750
166, 000. 00 �
511, 000. 00 _ � ;? 9 J.
7-02
380, 000. 00
10.3750
130, 206. 25 n
5101 206. 25_ > yt (.,j
505, 781. 25 y3 o Sb 2 f
7-03
415, 000. 00
460, 000. 00
10.3750
10.3750
90. 781. 25 ,.,
47, 725. 00 -
507. 725. 00 Z-7 ,J
7-04
Totals
2, 900, 000. 00
0.0000
3, 592, 411. 25
6, 492, 411. 25
All bonds
pay semi—annual current interest beginning 7— 1-1989
computed
from 1— 1-1989.
Assumes settlement
on
6-28-1989 with
accrued interest
of $ 144,848.69.
Monday, 4:29
pm. June 5, 1989
SCHEDULE 5
CITY OF SMYRNA W&S, GA: OUTSTANDING SERIES 1994 BONDS TO BE REFUNDED
DEFEASANCE REQUIREMENTS
Call 2,900,000.00 outstanding bonds maturing 7- 1-1996 and thereafter
on 7- 1-1995 at 102. 0000% of par total premium is 58, 000. 00 .
Column A
7-
1-1989
1
147, 303. 75
1-
1-1990
2
147, 303. 75
7-
1-1990
3
147, 303. 75
1-
1-1991
4
147, 303. 75
7-
1-1991
5
147, 303. 75
1-
1-1992
6
147, 303. 75
7-
1-1992
7
147, 303. 75
1-
1-1993
8
147, 303. 75
7-
1-1993
9
147, 303. 75
1-
1-1994
10
147, 303. 75
7-
1-1994
11
147, 303. 75
1-
1-1995
12
13
147, 303. 75
3, 105, 303. 75v
7-
1-
1-1995
1-1996
14
00V
7-
1-1996
15
00
Total
15
4, 872, 948. 75
Monday, 4:28
pm,
1=
June 5, 1989
0•.
53,000.00+
1 47, 303.75+
003
3=1,35303.75*
SCHEDULE 6
CITY OF SMYRNA W&S (GA): REFUNDING BONDS
PROOF OF YIELD
COL 1 COL 2 COL 3
6.97719 % PRESENT VALUE
DATE AMOUNT VALUED P.V. FACTOR (COL 1 X COL 2)
1-
1-1990
140803.54
0.9657379568
_135979.32
149952.01
7-
1-1990
160688.75
0.9331829819
0.9017254335
107637.84
1-
1-1991
119368.75
159368.75
0.87132e3174
138862. 50
7-
1-
1-1991
1-199
11B048. 75
0. 8419558865 -
99391. 84
7-
1-1992
163048.75
0.8135735986
132652. 16
91636.37
1-
1-1993
116563.75
0.7861480761.
0.7596470665
126529.66
7-
1-1993
166563.75
114913.75
0.7340394045
84351.22
1-
7-
1-1994
1-1994
164913.75
0.7092949755
116972.49
1-
1-1995
113263.75
0.6853846798
77629.24
111437.78
7-
1-1995
168263.75
0.6622803989
71322. 18
1-
1-1996
111448.75
0.6399549621
0.61e3821146
238973.00
7-
1-1996
386448.75
102236.25
0.5975364866
61089.89
1=
7-
1-1997
1-1997
392236.25
0.5773935636
226474.69
1-
1-1998
92448.75
0.5579296575
51579.90
214273.32
7-
1-1998
397448.75
0. 5391218786
42758.77
1-
1-1999
82078.75
0.5209481089
0.5033869760
209952.01
7-
1-1999
417078.75
70605.00
0.4864178280
34343.53
1-
7-
1-2000
1-2000
420605.00
0.4700207090
06
126582.94
1-
1-2001
58530.00
0.4541763361
7-
1-2001
438530.00
0.4388660761
92455.94
94
119221.06
1-
1-2002
45325.00
0.4240719242
9221. 06
1453 . 59
112334.25
7-
1-2002
450325.00
0.4097764823
16442.93
1-
1-2003
31150.00
0.3959629390
0.3826150495
175952.45
7-
1-2003
461150.00
16100. 00
0.3697171167
952.45
3952. 45
1-
7-
1-2004
1-2004
476100, 00
0.3572539724
62
TOTALS
6155654. 79
3170088.
ALL PAYMENTS VALUED TO 6-28-1989
AMOUNT VALUED FROM SCHEDULE 2
Present value factors based on 2 compounding intervals per year.
Monday, 4:23 pm, June 5. 1989
PRODUCTION - COST ADJUSTMENT + A.I. = PRICE FOR YIELD PROOF
3510000 - 19000 + 18103.31 = 3509103.31
SINCE PRICE FOR YIELD PROOF DOES NOT EXCEED CALCULATED VALUE (TOTAL OF COL. 3)
TRUE YIELD IS NOT LESS THAN THE YIELD USED IN THE CALCULATION (YIELD USED IN
CALCULATION IS SHOWN AT TOP OF COLUMN 2)
SCHEDULE 7
CITY OF SMYRNA W&S, GA: OUTSTANDING SERIES 1984 BONDS ESCROW ACCOUNT
PROOF OF YIELD
COL 1
COL 2
COL 3
6.97719 %
PRESENT VALUE
DATE
AMOUNT VALUED
P.V. FACTOR
(COL 1 X COL 2)
7-
1-1989
0.00
0.9994286428
0.00
1-
1-1990
147384. 68
0.9657379568
142334. 98
7-
1-1990
147232.76
0.9331829819
137395. 11
1-
1-1991
147332.76
0.9017254335
132853.70
7-
1-1991
147332.76
0.8713283174
128375.21
1-
1-1992
147332.76
0.8419558865
124047.68
7-
1-1992
147232.76
0.8135735986
119784.69
1-
1-1993
147332.76
0.7861480761
115825.37
7-
1-1993
147332.76
0.7596470665
111920.90
1-
1-1994
147232. 76
0.7340394045
108074. 65
7-
1-1994
147332.76
0.7092949755
104502.39
1-
1-1995
147332.76
0.6853846798
100979.62
7-
1-1995
3105232.76
0.6622803989
2056534.79
TOTALS
4725645. 04
3382629. 07
ALL PAYMENTS VALUED TO 6-28-1989
AMOUNT VALUED FROM SCHEDULE 3B
Present value factors based on 2 compounding intervals per year.
Monday, 4:23 pm, June 5. 1989
PRICE FOR YIELD PROOF - PAR AMT PAID FOR SLGS - 3.383.000.00
SINCE PRICE FOR YIELD PROOF IS GREATER THAN CALCULATED VALUE (TOTAL OF COL. 3)
TRUE YIELD IS LESS THAN THE YIELD USED IN THE CALCULATION (YIELD USED IN
CALCULATION IS SHOWN AT TOP OF COLUMN 2)
INCUMBENCY CERTIFICATE OF
TRUST COMPANY BANK, AS ESCROW AGENT
I, Robert C. Aaron, DO HEREBY CERTIFY that I am Vice
President of the Trust Company Bank, Atlanta, Georgia (the
"Bank"), that I am authorized to execute and deliver this
certificate on behalf of the Bank, and that I have personal
knowledge of the facts set forth herein.
I do further certify that the officers of the Bank shown
below with their signatures opposite thereto were duly
elected by the Board of Directors of the Bank and now hold
the offices set forth under their respective names:
Name and Title n S.lqnaiture
P.H. Carr, Jr.,
Assistant Vice President JJJ/
M.R. Smith, Jr.,
Assistant Vice President ----
The foregoing officers of the Bank, by virtue of the
authority delegated to them by the Board of Directors of the
Bank, are each authorized to execute for and on behalf of the
Bank acknowledgments of trust and acceptances of fiduciary
responsibility, and by virtue of the aforementioned authority
such officers were and are authorized to execute and deliver
on behalf of the Bank the Escrow Deposit Agreement of even
date herewith, by and between the Bank and the City of Smyrna
and such other and further documents as may be necessary,
desirable or incidental to the acceptance or performance of
the trust and fiduciary responsibility set forth in the
Escrow Deposit Agreement and to apply the seal of the Bank
thereto.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the seal of the Trust Company Bank, Atlanta, Georgia,
this 28th day of June, 1989.
Vice President
(-' E A L)
CERTIFICATE RELATIVE TO THE CITY OF
SMYRNA GEORGIA WATER AND SEWERAGE
REVENUE BONDS, SERIES 1984
I, P.H. Carr, Jr., DO HEREBY CERTIFY that I am Assistant
Vice President of the Trust Company Bank, Atlanta, Georgia (the
"Bank"), that I am authorized to execute and deliver this
certificate on behalf of the Bank, and that I have personal
knowledge of the facts set forth herein.
I do hereby certify that the Bank is the Paying Agent for
the $4,375,000 principal amount of City of Smyrna, Water and
Sewerage Revenue Bonds, Series 1984 (the "Series 1984 Bonds"),
and that the principal of said Series 1984 Bonds and all
interest on said Series 1984 Bonds which have heretofore matured
have been paid in full, or moneys are otherwise on deposit in
trust with the Bank for the payment thereof, exclusive of the
moneys deposited with the Bank pursuant to the Escrow Deposit
Agreement with the City of Smyrna of even date herewith.
I do hereby certify that the Bank has received full and
complete payment of all fees and charges incurred to date as
Paying Agent and Bond Registrar for said Series 1984 Bonds.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the Trust Company Bank, Atlanta, Georgia, this 28th
day of June, 1989.
TRUST COMPANY BANK
Atlanta, Georgia
By:
Assistant V' e President
(S E A L)
June 28, 1989
Trust Company Bank
Corporate Trust Office
Atlanta, Georgia
Re: $2,900,000 City of Smyrna, Water and Sewerage
Revenue Bonds, Series 1984
Gentlemen:
Arrangements have been made to refund the above -captioned
bonds by redemption and payment in accordance with the terms and
provisions of the ordinance adopted by the Mayor and Council of
the City of Smyrna on May 25, 1989 and to the extent and in the
manner as set forth in an Escrow Deposit Agreement and even date
herewith entered into by and between the City of Smyrna and the
Bank, as Escrow Agent.
You are hereby authorized and directed to mail, not more
than sixty (60) days nor less than thirty (30) days prior to
July 1, 1995, copies of the Notice of Call for Redemption in
the form attached hereto executed by the Mayor and Clerk of the
City to the registered owners of the $2,900,000 aggregate
principal amount of said Series 1984 Bonds maturing July 1, 1996
to July 1, 2000, inclusive, and on July 1, 2604, which are to be
redeemed on July 1, 1995 at their addresses appearing on the
bond registration book kept by the Bank as Bond Registrar.
This confirms our understanding that the payment of the
Bank's fees, charges and expenses incurred or to be incurred as
Escrow Agent for the above -captioned bonds have been paid in
full as set forth in the Escrow Deposit Agreement.
Very truly yours,
CITY OF SMYRNA
By
Mayor
COCHRAN, CAMP & SNIPES
N1
2950 ATLANTA STREET, S.E.
SMYRNA, GEORGIA 30080-3692
J. AL COCHRAN
TELEPHONE 433-2131
CHARLES E. CAMP
AREA CODE 404
H. G. SNIPES
BARTON D. WATTS
• SCOTT A. COCHRAN
D. MICHAEL WILLIAMS
June 28, 1989
Lex Jolley & Co., Inc.
34 Peachtree St. Suite 2500
Atlanta, Georgia 30303
Sutherland, Asbill & Brennan
3100 First Atlanta Tower
Atlanta, Georgia 30383
Gentlemen:
This opinion is being rendered to you in connection with the issuance
by the City of Smyrna, Georgia (the "City") of its Water and Sewerage Revenue
Refunding Bonds, Series 1989 (the "Bonds") in the aggregate principal amount
of $3,510,000. The Bonds have been issued and delivered pursuant to and in
accordance with provisions of a Bond Ordinance adopted by the City on May 25,
1989 (the "Bond Ordinance").
As counsel to the City and in connection with the issuance of the Bonds,
we have examined such records and documents as are necessary in order to render
this opinion. Based on our examination, it is our opinion that:
1. The City is a duly organized and existing political subdivisionunder
the Constitution and laws of the State of Georgia.
2. The Bond Ordinance was duly adopted by the City on May 25, in accordance
with O.C.G.A. 36-82-63 and is in full force and effect in the form
in which it was adopted.
3. The adoption by the City of the Bond Ordinance and the performance
by the City of its obligations thereunder, do not and will not violate
any provision of the Constitution, laws or regulations of the State
of Georgia and are not and will not be in conflict with any provisions
of any charter, by-laws, Ordinance or Resolution of the City and do
not and will not cause any default by the City under any other agreement
to which the City is a party.
J
Lex Jolley & Co., Inc.
Sutherland, Asbill & Brennan
Page Two
4. No litigation of any nature is now pending, or to our knowledge,
threatened, which seeks to or does restrain or enjoin the issuance
or delivery of the Bonds or the levy or collection of any utility
charges or fees to pay the interest on or principal of the Bonds,
or in any manner questions the authority or proceedings for the issuance
of the Bonds or for the collection of said utility charges or fees,
or affects the validity of the Bonds or the collection of said utility
charges or otherwise affects the transactions contemplated by the
issuance and delivery of the Bonds. .
CEC/kpl
Sincerely,
t
a.
C ES E.
CERTIFICATE AS TO MUNICIPAL BOND GUARANTY INSURANCE POLICY
I, Michael F. Kemp, Assistant Vice President of the Bank
South, N.A., Atlanta, Georgia, DO HEREBY CERTIFY that
attached hereto is a true and correct copy of the Municipal
Bond Guaranty Insurance,Policy No. 6512, dated June 28, 1989,
issued by Municipal Bond Investors Assurance Corporation,
which insures the payment of the principal of and interest on
the $3,510,000 principal amount of City of Smyrna Water and
Sewerage Revenue Refunding Bonds, Series 1989, the original
of which being on file in the corporate trust office of the
Bank South, N.A., Atlanta, Georgia.
WITNESS my hand and the official seal of the Bank
South, N.A., Atlanta, Georgia, this 28th day of June, 1989.
Bank South, N.A.,
Atlanta, Georgia
By:
Assistant Vice Pre ident
(S E A L)
1 ^�
MUNICIPAL BOND GUARANTY
INSURANCE POLICY
Municipal Bond Investors Assurance Corporation
White Plains, New York 10601
Policy No.
6512
Municipal Bond Investors Assurance Corporation (the "Insurer"). in consideration of the payment of the premium and subject to the terms of this
policy, hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the following described obligations, the full and
complete payment required to be made by or on behalf of th Issuer to
the principal corporate trust office of
Bank South, N.A., Atlanta, Georgia
or its successor (the "Paying Agent") of an amount equal to (i) the principal of (either at the stated maturity or by any advancement of maturity
pursuant to a mandatory sinking fund payment) and interest on, the Obligations (as that term is defined below) as such payments shall become due
but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption
or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the
payments guaranteed hereby shall be made in such amounts and at such times as such payments of principal would have been due had there not been
any such acceleration): and (ii) the reimbursement of any such payment which is subsequently recovered from any owner pursuant to a final judgment
by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable
bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as the "Insured
Amounts." "Obligations" shall mean:
$3,510,000
City of Smyrna, Georgia
Water and Sewerage Revenue Refunding Bonds
Series 1989
Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of
written notice by registered or certified mail, by the Insurer from the Paying Agent or any owner of an Obligation the payment of an Insured Amount
for which is then due, that such required payment has not been made, the Insurer on the due date of such payment or within one business day after
receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with Citibank, N.A., in New York, New York,
or its successor, sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such Obligations or
presentment of such other proof of ownership of the Obligations, together with any appropriate instruments of assignment to evidence the assignment
of the Insured Amounts due on the Obligations as are paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer as
agent for such owners of the Obligations in any legal proceeding related to payment of Insured Amounts on the Obligations, such instruments being
in a form satisfactory to Citibank, N.A., Citibank, N.A. shall disburse to such owners, or the Paying Agent payment of the Insured Amounts due on
such Obligations, less any amount held by the Paying Agent for the payment of such Insured Amounts and legally available therefor. This policy
does not insure against loss of any prepayment premium which may at any time be payable with respect to any Obligation.
As used herein, the term "owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the Paying Agent, the
Issuer, or any designee of the Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreement with the Issuer
constitutes the underlying security for the Obligations.
Any service of process on the Insurer may be made to the Insurer at its offices located at 445 Hamilton Avenue, White Plains, New York 10601 and
such service of process shall be valid and binding.
This policy is non -cancellable for any reason. The premium on this policy is not refundable for any reason including the payment prior to maturity
of the Obligations.
IN WITNESS WHEREOF, the Insurer has caused this policy to be executed and attested on its behalf by its President and its Assistant Secretary, this
28th day of
A-81IR 9 U of r a.
June
1
19
,1989
MUNICIPAL BOND INVESTORS
ASSURANCE CORPORATION
President
Attest:
Assist t gecretary
STD-R-2 *Insert Name of Trustee or Paying Agent.
June 28, 1989
the principal corporate trust office of
Bank South, N.A., Atlanta, Georgia
$3,510,000
City of Smyrna, Georgia
Water and Sewerage Revenue Refunding Bonds
Series 1989
Gentlemen:
Municipal Bond Investors
Assurance Corporation
445 Hamilton Avenue
Box 788
White Plains, NY 10602
914 681-1300
In connection with the above -described obligations (the "Obligations") of
which you are acting as paying agent (the "Paying Agent"), please be advised
that the payment to you of principal of and interest on the Obligations has
been guaranteed by a policy of municipal bond guaranty insurance (the
"Policy") issued by the Municipal Bond Investors Assurance Corporation (the
"Insurer"). Citibank, N.A., New York, New York, (the "Fiscal Agent") is
acting as the fiscal agent for the Insurer.
The Policy unconditionally and irrevocably guarantees to any owner or holder
of the Obligations or, if applicable, of the coupons appertaining thereto (the
"Owner"), the full and complete payment required to be made by or on behalf of
the issuer of the Obligations (the "Issuer") to the Paying Agent or its
successor of an amount equal to (i) the principal of (either at the stated
maturity or by any advancement of maturity pursuant to a mandatory sinking
fund payment) and interest on, the Obligations as such payments shall become
due but shall not be so paid (except that in the event of any acceleration of
the due date of such principal by reason of mandatory or optional redemption
or acceleration resulting from default or otherwise, other than any
advancement of maturity pursuant to a mandatory sinking fund payment, the
payments guaranteed by the Policy shall be made in such amounts and at such
times as such payments of principal would have been due had there not been any
such acceleration); and (ii) the reimbursement of any such payment which is
subsequently recovered from any Owner pursuant to a final judgment by a court
of competent jurisdiction that such payment constitutes an avoidable
preference (a "Preference") to the Owner within the meaning of any applicable
bankruptcy law. The amounts referred to in clauses (i) and (ii) of the
preceding sentence are referred to collectively in this letter as the "Insured
Amounts."
Epm
The Policy does not insure against loss of any prepayment premium which may at
any time be payable with respect to any Obligations. The Policy does not,
under any circumstance, insure against loss relating to: (i) optional or
mandatory redemptions (other than mandatory sinking fund redemptions); (ii)
any payments to be made on an accelerated basis; (iii) payments of the
purchase price of Obligations upon tender by an Owner thereof; or (iv) any
Preference relating to (i) through (iii) above.
In the event that the Issuer does not make full and complete payment when due
of the principal of and interest on the Obligations, please immediately
notify, by telephone or telegraph, the Insurer, 445 Hamilton Avenue, White
Plains, New York, (914) 681-1300. On the due date or within one business day
after receipt of such notice, whichever is later, the Insurer will deposit
funds with the Fiscal Agent sufficient to pay the Obligations (or, if
applicable, coupons appertaining thereto) then due. Upon presentment and
surrender of such Obligations (or, if applicable, coupons) or presentment of
such other proof of ownership of Obligations together with any appropriate
instruments of assignment, to evidence the assignment of the Insured Amounts
due on the Obligations as are paid by the Insurer, and appropriate instruments
to effect the appointment of the Insurer as agent for the Owners in any legal
proceeding related to payment of Insured Amounts on the Obligations (or, if
applicable, coupons), such instruments being in a form satisfactory to the
Fiscal Agent, shall disburse to you payment of the Insured Amounts due on such
Obligations (and, if applicable, coupons), less any amount held by you for the
payment of such Insured Amounts and legally available therefor.
Forms of such instruments of assignment and instruments to effect the
appointment of the Insurer as such agent for the Owners (collectively, the
"Claim Documents"), which are currently acceptable to the Fiscal Agent and the
Insurer, are on file with the Fiscal Agent. The Insurer may, from time to
time, file revised forms of Claim Documents with the Fiscal Agent in
substitution for the forms previously filed with the Fiscal Agent, and upon
such filing, the revised forms shall supersede all forms of Claim Documents
previously filed with the Fiscal Agent, except as otherwise directed by the
Insurer in writing.
In the event that you shall have prior knowledge of an impending failure by
the Issuer to make payment on the Obligations (or, if applicable, coupons)
when due, please immediately notify the Insurer so that it will be possible
to have funds available for you on the due date to make payments against
surrendered Obligations (and, if applicable, coupons).
Your cooperation in this matter will be most appreciated and will make it
possible for the Owners of Obligations guaranteed by the Insurer to be assured
of all payments when due.
Very truly yours,
j5 II • c
David H. Elliott, President
Municipal Bond Investors Assurance
Corporation
KUTAK ROCK & CAMPBELL
A PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
ATLANTA
THE OMAHA BUILDING
DENVER
1650 FARNAM STREET
NEW YORK
OMAHA, NEBRASKA 68102
WASHINGTON
(402) 346-6000
June 28, 1989
City of Smyrna
1306 Bank Street
Smyrna, GA 30080
Les Jolley & Co. Inc.
Suite 2500
34 Peachtree Street, N.W.
Atlanta, GA 30303-2316
Sutherland, Asbill & Brennan
3100 Firt Atlanta Tower
Atlanta, GA 30383-3001
$3,510,000
City of Smyrna, Georgia
Water and Sewerage Revenue Refunding Bonds
Series 1989
Dear Sirs:
We have acted as special counsel to the Municipal Bond
Investors Assurance Corporation (the "Corporation") in con-
nection with the issuance of municipal bond guaranty insur-
ance Policy No. 6512 (the "Policy") relating to $3,510,000
City of Smyrna, Georgia Water and Sewerage Revenue Refunding
Bonds, Series 1989.
We are familiar with and have examined a certified copy
of the Policy and such other relevant documents as we have
deemed necessary.
Based upon the foregoing, we are of the following opin-
ion:
1. The Corporation is a stock insurance corpora-
tion, duly incorporated and validly existing under the
laws of the State of New York and is licensed and
authorized to issue the Policy under the laws of the
State of New York.
KUTAK ROCK & CAMPBELL
June 28, 1989
Page 2
2. The Policy has been duly executed and is a
valid and binding obligation of the Corporation enforce-
able in accordance with its terms except that the
enforcement of the Policy may be limited by laws relat-
ing to bankruptcy, insolvency, reorganization, morato-
rium, receivership and other similar laws affecting
creditors' rights generally and by general principles of
equity.
Very truly yours,
SUTHERLAND, ASBILL & BRENNAN
3100 FIRST ATLANTA TOWER
CABLE: SUTAB ATLANTA
TELECOPIER: (404) 658-8914
TELEX: 54-2672
Lex Jolley & Co., Inc.
Atlanta, Georgia
Gentlemen:
ATLANTA, GE013GIA 30383-3001
(404) 658-8700
June 28, 1989
Re: $3,510,000 City of Smyrna (Georgia)
Water and Sewerage Revenue
Refunding Bonds, Series 1989
1275 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D. C. 20004-2404
(202) 383-0100
Acting as Bond Counsel and in connection with the issuance
and delivery of the above --referenced bonds (the "Bonds"), we have
examined a certified copy of the validation proceedings in the
Superior Court of Cobb County, Georgia pertaining to the Bonds
and a certified copy of the ordinance of the Council of the City
of Smyrna, Georgia adopted on May 25, 1989, authorizing the
issuance of the Bonds (the "Ordinance"), the Official Statement
dated May 25, 1989 relating to the Bonds (the "Official
Statement"), and such other documents, certificates, instruments
and records as we have deemed necessary or appropriate for
purposes of this opinion.
Based on such examination, we are of the opinion that the
statements contained in the Official Statement under the captions
"TAX EXEMPTION," "QUALIFIED TAX-EXEMPT OBLIGATIONS," "THE SERIES
1989 BONDS," "SECURITY FOR THE BONDS" and "THE BOND ORDINANCE,"
insofar as the statements contained therein purport to summarize
certain provisions of the Bonds, the Ordinance and our approving
legal opinion present a fair summary of such items.
This letter is furnished by us for the sole benefit of Lex
Jolley & Co., Inc. and no other person or entity shall be
entitled to rely upon this opinion without our express written
consent.
Very truly yours,
SUTHERLAND, ASBILL & BRENNAN
1 y
B : "/ =
�
/dhk
REGISTRAR AND PAYING AGENCY
AGREEMENT
THIS AGENCY AGREEMENT is made and entered into as of the 22nd
day of June, 1989, by and between the City of Smyrna, Georgia,
hereinafter called the Issuer, and the 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, and the
Bank hereby accepts appointment, as Bond Registrar and Paying
Agent for the $3,510,000 City of Smyrna Water and Sewerage Revenue
Refunding Bonds, Series 1989, dated June 1, 1989 (hereinafter
referred to as "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 purchasers thereof on or
about June 28, 1989 (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) Ordinance of the Mayor and Council of the City of Smyrna
adopted May 25, 1989 providing for the issuance and
delivery of the Bonds;
(b) Authentication Order executed by the Issuer;
(c) Specimen Bond; and
(d) Approving Legal Opinion from Bond Counsel.
2. The Issuer shall furnish the Bank a sufficient supply of
blank Bonds and from time to time shall renew such supply as
requested. Such blank Bonds shall be signed by the facsimile
signature as specified in the ordinance adopted May 25, 1989 by
the Issuer providing for issuance and delivery of the Bonds
(herein called the "Bond Ordinance") of authorized officers of the
Issuer designated to sign on behalf of the Issuer, and shall bear
the facsimile of the official seal of the Issuer and shall bear
the validation certificate of the Clerk of Superior Court of Cobb
County executed and sealed as required in the Bond Ordinance. The
provisions of the Bond Ordinance 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 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 available at a time designated by the Issuer or its
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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 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
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Bond Ordinance 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 Ordinance 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, accom-
panied 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
bond transfer simplification legislation and other statutes,
regulations and legal authorities generally applicable to trans-
fers 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
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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 has been designated as paying agent for the
Bonds, and in such capacity 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 becoming due at maturity or prior thereto upon call
for redemption and for selecting the Bonds to be redeemed in
accordance with the Bond Ordinance. In such capacity the Bank
shall not be obligated to advance funds for the purpose of making
any such payments, but shall make such payments only with 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 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 rates
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and on the terms specified in the Bond Ordinance, 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 Ordinance 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 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
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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 Ordinance, further notice shall be given by
the Bond Registrar on behalf of the Issuer 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 Ordinance.
(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 Ordinance plus (i) the CUSIP
numbers of all Bonds being redeemed; (ii) the bond date of the
Bonds; (iii) the rate of interest borne by each Bond to be
redeemed; (iv) the maturity date of each Bond to be redeemed; and
(v) any other 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 or 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
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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 pub-
lished 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.
12. In performance of its duties hereunder the Bank may
apply to a designated officer of the Issuer for instructions and
may consult 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 the
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 other-
wise incur any liability by reason of the transfer, registration
of transfer, exchange or payment of any such forged or illegally
issued Bonds.
14. The 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
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 reimbursement of expenses shall be due and payable
to the Bank from time to time periodically upon presentation of a
written statement therefor. The Bank reserves the right to amend
said Schedule of 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 Ordinance 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
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
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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
parties hereto.
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.
Attest:
GdG(i(.L�LQ[jy�
Authorized Officer
(S E A L)
Attest:
��L .✓�.' i/i
(S E A L)
BANK SOUTH, N.A.
Atlanta, Georgia
By: &Att2
Authorized Officer
CITY OF SMY
_v
By:
Mayor
III,
hank South
BANK SOUTH, N.A.
PAYING AGENT AND REGISTRAR FEE AGREEMENT FOR
$311,5101000 CITY OF SMYRNA WATER AND SEWERAGE
REVENUE BONDS, SERIES 1989
ACCOUNT ACCEPTANCE . . . . . . . . . $750.00
(minimum of $1,�000 )�
ACCOUNT MAINTENANCE. (per holder) $ 4.25
(minimum of $500 per year)
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. . (per certificate) $ 1.50
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
(4450A)
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
WORK TRANSFERS •. . . . . (each) $10.00
EACH STATEMENT IN EXCESS OF-4 PER YEAR . . . . (each) 50.00
CHECK REGISTER . . . . .I. . . . . . (each) $40.00
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 day of
BANK SOUTH, N.A.
By:
(4450A)
19
CITY OF SMYRNA
By:
Title: