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March 6/19, 1990 Council Meeting March 6, 1990 The regular scheduled meeting of Mayor and Council was held pursuant to the Charter on March 6, 1990 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 Administrator John Patterson, City Clerk Melinda Dameron, City Attorney Charles E. Camp, Public Works Director Vie Broyles, Fire Chief Larry Williams, Personnel Director Jane Sargent, Parks and Recreation Director Sherry Reavis, Finance Director Emory McHugh, Library Director Laurel Best, Police Chief Stan Hook, Communications Director Steve Ciaccio and representatives of the press. Invocation was given by Johnny R. Mackey, pastor of Smyrna Church of Christ, i followed by the pledge to the flag. i ... CITIZENS INPUT: Smyrna Athletic Association President Phil Hulsey thanked Mayor and Council for their support of SAA programs this year and also commended them for proceeding with construction of the new Community Center. Jackson Norton of 2129 Dundee Drive expressed his concerns over a general decline in the appearance of his neighborhood, burglaries, junk cars parked on the street, dogs out of control, etc. Their primary concern was the traffic on Spring Road at Argyle school and safety for children, since two children have been hit by cars at the crossing recently. Mr. Norton said a flyer had been distributed throughout his neighborhood and he represented a group of residents from his area. Charlene Capilouto said she was a resident of Ward 1 and had not been notified to be at the meeting tonight. Ms. Capilouto said they have not had the problems expressed here tonight and the City and their councilman have always been responsive to their needs. Linda Owens Chief Stan Lioness. A children or with the Smyrna Lioness Club presented 25 stuffed bears to Police Hook as part of a nation-wide program being sponsored by the stuffed animal is to be kept in each patrol car, to comfort small infants who may be involved in an arrest situation. I .... Jerri Riddle children have improve safety and request a joint effort. stated she works at Arqyle Elementary and confirmed that two been hit there recently in spite of the City's efforts to conditions. Mayor Bacon said he would contact the school board meeting with them to see what more could be done through a PUBLIC HEARINGS: (A) Variance request - reduce front yard setback from 50 to 40 feet at 947 Concord Road John Patterson said that Darlene Di Vincino is requesting this variance to reduce the front yard setback from 50 to 40 feet and will combine the house at 947 Concord with her current business location at 941 Concord Road. The house at 947 Concord is grandfathered and appears to be just over 30 feet at present. After the two houses are combined, the setback at 947 will be about 40 feet. The roofline and facade will be finished to match the current business location and one curb cut will be eliminated. There was no opposition to the variance. I .... Mrs. Di Vincino said she now uses both houses for her business but would like to move the house at 947 to join the other building. The end result will be a much larger, attractive business that will meet all other code requirements, and will also eliminate one of the existing curb cuts. After discussion, Jim Hawkins made a motion the variance be approved subject to the plans submitted tonight. Jack Shinall seconded the motion which carried 7-0. (B) Variance request - reduce distance between buildings from 35 to 30 feet at 6000 and 6200 Highlands Parkway John Patterson said that George Biggs of Wilson Development is requesting this variance to reduce the distance required between buildings from 35 to 30 feet. A variance was granted April 7, 1987 to reduce the distance from 40 to 35 feet but a recent as-built survey indicates that the distance is 32.29 feet and an additional variance is required by the lender to facilitate refinancing. March 6, 1990 meeting - continued There was no opposition to the variance. Mr. Biggs said they are refinancing these buildings and the surv~y revealed that the two buildings were closer than what was allowed by the variance granted in 1987. For that reason, an additional variance is required by the lender. John Steely made a motion the variance be approved as requested. Bob Davis seconded the motion which carried 7~0. FORMAL BUSINESS: (A) Business license request - West Atlanta Security, Inc. The applicant, James Doyle Harris was not present and Jim Hawkins made a motion the license be tabled to the next meeting. Jack Shinall seconded the ... motion which carried 7-0. (B) Bid opening -- pool chemicals Bids for pool chemicals were opened, read and recorded as follows: Aqua-Rama Harcros Chemicals Superior Water Svc. $3,738.00 $2,635.55 $4,927.63 Bill Scoggins made a motion the bids be turned over to the Parks Committee for their recommendation back to council at the next meeting. John Steely seconded the motion which carried 7-0. (C) Set date to hear appeal of Recorders Court - Odessa Duffin John Steely made a motion the appea~ of Recorders Court be set for March 19, 1990. Kathy Jordan seconded the motion which carried 7-0. BID AWARDS: (A) Protective equipment for firefighters. Kathy Jordan made a motion the bids for firefighting equipment be awarded to ... the low bidder in each category as follows: Harolds Sales & Service Gloves, Inc. Zimmerman Evans $10,437 (helmets, pants, coats, boots) $ 1,332.96 (gloves only) $ 286.80 (hoods only) Jack Shinall seconded the motion which carried 7-0. COMMERCIAL BUILDING PERMITS: Nothing to report. CONSENT AGENDA: (A) Approval of February minutes (B) Approval to close Sunset Avenue (C) Approval to reduce speed limit on Pinehill Drive from 35 to 25 MPH Wade Lnenicka made a motion that items (B) and (C) be approved. Jim Hawkins seconded the motion which carried 7-0. Wade Lnenicka Kathy Jordan abstaining. made a motion the February minutes be approved as submitted. seconded the motion which carried 6-0, with Bob Davis Jim Hawkins made a motion the rules be suspended to consider an item not on the agenda. Wade Lnenicka seconded the motion which carried 7-0. ..... Jim Hawkins made a motion that John Patterson be appointed as the liaison person for the Federal Emergency Management Association (FEMA) to represent the City in our attempt to secure our share of any Federal funds that may be available to restore public property as a result of the recent storm damage. John Steely seconded the motion which carried 7-0. COUNCIL INPUT: Wade Lnenicka gave a monthly library report. Mr. Lnenicka said the complaints March 6, 1990 meeting - continued heard earlier tonight were the same complaints that anyone on council may have heard from their own citizens. Residential burglaries are a problem and a concern of council, as is speeding. steps have been taken to correct some of the problems mentioned through our STEP units and we should be seeing improvements soon. A lot of time and money has already been spent on Spring and Campbell Road to improve the safety conditions for the children at Argyle Elementary School including the sidewalk. Mr. Lnenicka expressed his appreciation to those that came here tonight to voice their concerns about our city. Bill Scoggins reported on Jonquil Spring Festival plans and also expressed his appreciation to Mr. Norton for his comments tonight. The City is concerned with littering our neighborhoods and Judge Reeves recently has has ... been very strict on these offenses by imposing the maximum fines allowed. Jack Shinall said requesting street the neighborhood. as they requested. he had received letters from residents on Natalie Lane lighting at the cul de sac following several burglaries in Mr. Shinall asked John Patterson to have lights installed Mr. Shinall said several members of council had just returned from the National League of Cities conference in Washington where one of the major topics of concern was solid waste disposal. One of the most innovative methods we became familiar with was that of a transfer station. Also, within the next 60 days we will be making a decision about implementing a recycling program in our city. Fire Chief Larry Williams reminded everyone that burning permits are issued between 10:00 a.m. to 6:00 p.m. by calling the Fire Department. Trash is not to be burned under any circumstances; only leaves and small limbs gathered on your own property. Also, there are several areas in the city where permits are not issued for any reason because of residents with respiratory problems. Mayor Bacon announced that our former Police Chief Everett Little passed away this past weekend and expressed his condolences to the Little family. Mayor Bacon said we heard some problems expressed earlier tonight about our ... city but felt the majority of people here would not think it is quite so bad. We have problems just like every community does but at the same time~ we are more responsive than most cities. We encourage people to express their views and Mayor Bacon assured those from Ward 1 and the Argyle School area that something would be done about the problelns they are having. ~~ness, meeting ACON, adjourned at 8:46 p.m. KATHY BROOKS JORDAN, WARD 6 :: !\ ~ .. March 19, 1990 The regular scheduled meeting of Mayor and Council was held March 19, 1990 at Smyrna City Hal~. The meeting was called to order at 7:30 o'clock p.m. by presiding officer Mayor A. Max Bacon. All council members were present except for Jim Hawkins who was out of town on business. Also present was City Administrator John Patterson, City Clerk Melinda Dameron, City Attorney Charles E. Camp, Public Works Director Vic Broyles, Police Chief Stan Hook, Parks and Recreation Director Sherry Reavis, Community Relations Director Kathy Barton, Fire Chief Larry Williams, Library Director Laurel Best, March 19, 1990 meeting - continued Finance Director Emory McHugh, Communications Director steve Ciaccio and representatives of the press. Invocation was given by Skye Allison, pastor of Smyrna Church of the Nazarene, followed by the pledge to the flag. CITIZENS INPUT: Nothing to report. APPEAL OF RECORDERS COURT: Odessa Duffin was not present and John Steely made a motion the appeal be dismissed for failure to appear. Bob Davis seconded the motion which carried 6-0. PUBLIC HEARINGS: Nothing to report. -- FORMAL BUSINESS: (A) Appointment of Downtown Development Authority members Wade Lnenicka made a motion the members of the Downtown Smyrna Development Authority be reappointed to a one year term as follows: C. J. Fouts Hubert Black Jim Pitts Willouise Spivey Alton Curtis Jimmy Wilson Charles Pete Wood Bill Scoggins seconded the motion which carried 6-0. (B) Validate signatures to annex property in LL699 Attorney Camp read an application to annex 3.021 acres in Ridge Road and Atlanta Road as follows: We the undersigned, who constitute sixty percent (60%) of the electors resident and sixty percent (60%) of the owners of the land area by acreage, ... as described below, which is unincorporated and contiguous to the City of Smyrna, hereby apply to have said area annexed into the City of Smyrna under the provisions of laws of the State of Georgia, said property being annexed being described as follows: All that tract or parcel of District, 2nd Section, Cobb described as follows: land County, lying and being in Land Lot 699, 17th Georgia and being more particularly BEGINNING at an iron pin placed at the intersection of the easterly side of South Atlanta Road (a/k/a Old Highway 41 and State Route 3), based upon said road having a right of way width of 50 feet at this point, with the northerly side of Ridge Road (which road has a 50 foot right of way); thence running along the easterly right of way of South Atlanta Road south 15 degrees 29 minutes 30 seconds east 384.96 feet to an iron pin found; thence running south 60 degrees 30 minutes 50 seconds west 200.01 feet to an iron pin found; thence running south 16 degrees 10 minutes 20 seconds east 10.04 feet to an iron pin found; thence running south 60 degrees 29 minutes 15 seconds west 198.40 feet to an iron pin found; thence running south 25 degrees 39 minutes 20 seconds east 112.15 feet to an iron pin found; thence running south 54 degrees 49 minutes 20 seconds west 129.60 feet to an iron pin placed; thence running north 34 degrees 03 minutes 40 seconds west 211.70 feet to an iron pin located on the northeastern side of Ridge Road; thence running northeasterly along the northeastern side of Ridge Road and following the curvature thereof a total distance of 732.04 feet the following courses and distances: along the arc of a curve 95.03 feet (which arc has a chord bearing north 34 degrees 37 minutes 15 seconds east for a distance of 94.82 feet) to a point, along the arc of a curve 152.25 feet (which arc has a chord bearing north 22 degrees 38 minutes 45 seconds east for a distance of 152.03 feet) to a point, north 17 degrees 18 minutes 10 seconds east 73.08 feet to a point, along the arc of a curve 134.54 feet (which arc has a chord bearing north 21 degrees 18 minutes 25 seconds east for a distance of 134.43 feet) to a point, along the arc of a curve 48.02 feet (which arc has a chord bearing north 32 degrees 06 minutes 00 seconds east for a distance of 47.91 feet) to a point, north 38 degrees 53 minutes 25 seconds east 9.33 .feet to a point, -- March 19, 1990 meeting - continued along the arc of a curve 93.03 feet (which arc has a chord bearing north 53 degrees 10 minutes 30 seconds east for a distance of 92.07 feet) to a point, and north 67 degrees 27 minutes 40 seconds east 126.76 feet to an iron pin placed and the point of BEGINNING, containing 3.021 acres all according to that certain plat of survey for Cochran Properties, Inc. dated January 19, 1984, revised February 8, 1984, prepared by A. W. Browning, Georgia RLS No. 490. WHEREFORE, THE UNDERSIGNED HEREBY APPLY FOR SUCH ANNEXATION. Witness the hands described above: INC. and seals of 60% of the record title holders of the land s/PAUL C. WILGUS, VICE PRESIDENT OF COCHRAN PROPERTIES, .. Wade Lnenicka made a motion the petition be validated and the public hearing set for April 16, 1990. John Steely seconded the motion which carried 6-0. (C) Business license request - Burglar alarm sales and service company John Patterson said Mr. James Doyle Harris has applied for a license to install burglar alarms in the City. His business, West Atlanta Security, Inc. is located at 455 Fairground street in Marietta. The police investigation was favorable and revealed nothing that would prevent Mr. Harris from holding a license. Mr. Harris said his company is 4 years old and they primarily install residential security alarms in new homes, now in the Vinings Glen Subdivlsion. Alarms are handled through a central control station in Lilburn through a sub-contract agreement. Mr. Harris said his general liability bond is for $500,000. Bill Scoggins made a motion the business license be approved. John Steely seconded the motion which carried 6-0. (D) Business license request - Jordan & Associates (game room) John Patterson said Mr. James Harold Jordan has requested a business license ... to operate a game room in Belmont Hills Shopping Center, 2522 N. Atlanta Road. Mr. Jordan will be the owner/operator of the business which will have electronic games and pool tables. There will be no minors allowed, and no alcoholic beverages will be sold or served on the premises. Following discussion about security, parking and general supervision of the business, Jack Shinall made a motion the application be tabled to the next meeting until he could further review the location and proximity to other businesses in the immediate area that sell alcoholic beverages. Kathy Jordan seconded the motion which carried 6-0. BID AWARDS: (A) Pool chemicals Bill Scoggins made a motion the bid for pool chemicals be awarded to Harcros Chemicals, the low bidder at $2,635.50. Jack Shinall seconded the motion which carried 6-0. COMMERCIAL BUILDING PERMITS: (A) McDonald's requested a building permit for new construction at 920 Windy Hill Road at a total estimated cost of $215,000. Kathy Jordan made a motion the permit be approved. Bill Scoggins seconded the motion which carried 6-0. ... CONSENT AGENDA: (A) stop signs at Smyrna Roswell Road, Highland & Roswell Road (B) Acquire property through negotiation/condemnation at 2710 Atlanta Road Wade Lnenicka made a motion the consent agenda be approved, seconded by Bob Davis. After discussion, Mr. Lnenicka amended the motion by stating that the property at 2710 Atlanta Road is required for development of the new Library and Community Center and for future public facilities. The property will be acquired through negotiation if possible. March 19, 1990 meeting - continued Vote on the motion to approve the consent agenda carried 6-0. COUNCIL INPUT: Wade Lnenicka said that last summer he sent a letter to residents of Creatwood Subdivision informing them that the creek running through their subdivision would be added to the list of drainage improvement projects in the City. Mr. Lnenicka assured those homeowners that this project remains on the list, but any emergency work will be taken care of as needed. Mr. Lnenicka stated that last week he was questioned by several residents of his ward about the need for the downtown development project and the City's desire to save downtown Smyrna. In 1988, the City adopted and approved a parks and recreation master plan which was initially developed through a ... cross section of community leaders and business people. One of the goals established in this document was the development of a community center which led to the decision to proceed with construction. Mr. Lnenicka said he disagreed with their feeling that there was no downtown Smyrna to save and thought this project would revitalize the downtown area by attracting new growth and development. Mr. Lnenicka said he felt everyone should remain committed to this course of saving our downtown since these facilities will be good for public use and hoped our citizens would also support the project. Jack Shinall said city crews are still working hard to take care of some of the emergency situations caused from the flooding on Friday night. John Steely said his ward also had some serious flooding problems and asked John Patterson if we would qualify for any State or Federal funds for repairs. Mr. Patterson said the only funds he knew of would be through the Federal Emergency Management Association and we have already applied for whatever funds would be available. Mr. Steely said he would also like to see an ordinance which would require builders to provide rip rap on creek banks in new subdivisions. With no further business, meeting adjourned at 8:12 p.m. ,~4a---- -- KATHY BROOKS JORDAN, WARD 6 ...., -- BOND PURCHASE AGREEMENT $8,690,000 DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY (GEORGIA) REVENUE BONDS, SERIES 1990 March 22, 1990 Downtown Smyrna Development Authority Smyrna, Georgia Mayor and city council city of Smyrna, Georgia Ladies and Gentlemen: .. On the basis of the representations, warranties and covenants contained in this Bond Purchase Agreement, and upon the terms and conditions contained in this Bond Purchase Agreement, the underwriter listed in Exhibit A hereto (the "Underwriter"), hereby offers to purchase from the Downtown Smyrna Development Authority (the "Issuer") $8,690,000 in aggregate principal amount of its revenue bonds designated "Downtown Smyrna Development Authority Revenue Bonds, Series 1990" (the "Bonds") to be issued under and pursuant to a Bond Resolution adopted on september 5, 1989, as ratified, reaffirmed, supplemented and amended by supplemental Bond Resolutions adopted on November 8, 1989, February 5, 1990 and March 22, 1990 (the "Bond Resolution"), and hereby offers to enter into this Bond Purchase Agreement with the Issuer and the city of Smyrna, Georgia (the "City"), which will become binding upon the Issuer, the City, and the Underwriter upon the Issuer's and the City's validly authorized acceptance by execution of this Bond Purchase Agreement and its delivery to the Underwriter at or prior to 8: 00 p.m., Atlanta, Georgia time, on March 22, 1990. ...., SECTION 1. BACKGROUND ... Pursuant to the Bond Resolution, the Issuer has autho- rized the issuance and delivery of the Bonds. The Bonds will be issued under and secured by the Bond Resolution. The proceeds of the sale of the Bonds will be used to finance the acquisition, construction, and equipping of the Issuer's downtown redevelopment project (the "Project"). The project will be leased to the city pursuant to a Lease Contract, dated as of september 1, 1989 (the "Lease"), between the Issuer and the city, pursuant to which the City has agreed to pay rentals sufficient in amount and time to pay the principal of, premium, if any, and interest on the Bonds when due. The obligation of the City to make the rental payments required by the Lease is a general obliga- tion of the City to which its full faith and credit and taxing power are pledged. As security for the payment of the principal of, premium, if any, and interest on the Bonds, the Issuer has pledged and assigned its right, title and interest in and to the Lease and the rental payments to be made thereunder for the benefit of the owners of the Bonds, pursuant to the Bond Resolution. ... with the consent of the Issuer and the City, the Underwriter has distributed a Preliminary Official statement, dated March 13, 1990 (the "Preliminary Official statement"), relating to the Bonds, in connection with the marketing of the Bonds. The Bonds will be offered for sale by the Underwriter pursuant to a definitive Official statement, dated March 22, 1990 (the "Official statement"), relating to the Bonds. Capitalized terms used herein and not defined shall have the meaning assigned to such terms in the Bond Resolution and the Lease. SECTION 2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ISSOER By the Issuer's acceptance hereof it hereby represents and warrants to, and covenants and agrees with, the Under- writer that: ... (a) It is a public corporation duly created and validly existing under the laws of the state of Georgia. It is authorized by virtue of the laws of the state of Georgia, including 1989 Georgia Laws 4382 et sea., as amended, entitled "Downtown Smyrna Development Authority Act" (the "Act"), to issue the Bonds to provide funds to be used to acquire, construct, and equip the Project and to 2 pay all expenses necessary to accomplish the fore- going, to lease the proj ect to the City and to charge and collect rent therefor, and to be the pledgor and assignor as provided in the Bond .. Resolution. (b) It has complied with all provisions of the Con- stitution and laws of the state of Georgia with respect to the consummation of, and has full power and authority to consummate, all transactions con- templated by this Bond Purchase Agreement, the Bonds, the Bond Resolution, the Lease, and any and all other agreements relating thereto and to issue, sell and deliver the Bonds to the Under- writer on behalf of the Issuer as provided herein subject to the Bonds being validated by the superior Court of Cobb County, Georgia. .. (c) By the Bond Resolution duly adopted by it at a meeting duly called and held, it has duly and validly authorized the issuance and sale of the Bonds and the execution and delivery of the Lease and this Bond Purchase Agreement and any other agreements relating thereto. (d) The information contained in the Preliminary Official statement and in the Official statement, and in any amendment or supplement that may be authorized for use by the Issuer with respect to the Bonds, except for the information relating to the city, is and as of the closing Time (as hereinafter defined) will be, complete, accurate, true, and correct and does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to state a material fact necessary in order to make the statements therein made, in light of the circum- stances under which they were made, not misleading. The Issuer has reviewed the Official statement and consents to the use of the Official statement by the Underwriter to offer and sell the Bonds. The Issuer shall execute and deliver at least fifteen (15) copies of the Official state- ment to the Underwriter simultaneously with the execution and delivery of this Bond Purchase Agreement. ... (e) Prior to the Closing Time, the Issuer will have duly and validly authorized all necessary action to be taken by it for: (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Bond Resolution and the Official statement; (ii) the passage and approval of the Bond Resolu- tion providing for the issuance of and security 3 .... for the Bonds (including the pledge by the Issuer of the payments to be received pursuant to the Lease sufficient to pay the principal of, premium, if any, and interest on the Bonds) and appointing Bank South, N.A. as paying agent and bond regis- trar for the Bonds; (iii) the lease of the Project to the City pursuant to the Lease, (iv) the approval of the Official statement and its use by the Underwriter in the public offering and sale of the Bonds and the execution of the Official State- ment by the Chairman or other authorized officer of the Issuer; (v) the execution, delivery, receipt and due performance of this Bond Purchase Agreement, the Bonds, the Bond Resolution, the Lease, and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transactions contemplated hereby and by the Bond Resolution and the Official Statement; and (vi) the carrying out, giving effect to and consumma- tion of the transactions contemplated hereby and by the Bond Resolution and the Official Statement. This Bond Purchase Agreement and the Lease, when executed by the other parties thereto on the Closing Date (as hereinafter defined), will have been duly and validly executed and delivered by the Issuer, will be in full force and effect as to the Issuer, and will constitute the legal, valid, binding, and enforceable obligations of the Issuer, enforceable in accordance with their terms, except as limited by applicable bankruptcy, reorganization, or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity affecting remedies. The Bonds, when issued, delivered, and paid for as herein and in the Bond Resolution provided, will have been duly and validly autho- rized and issued and will constitute valid and binding special or limited obligations of the Issuer enforceable in accordance with their terms and provisions and entitled to the benefits and security of the Bond Resolution. Executed counterparts of the Bond Resolution and the Lease and ten executed counterparts of the Official statement will be delivered to the Underwriter by the Issuer at the Closing Time. ... -- (f) There is no action , suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the knowledge of the Issuer, after making due inquiry with respect thereto, threatened against or affecting the Issuer, or, to the Issuer's 4 ., knowledge, after making due inquiry with respect thereto, is there any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Official statement or the valid- ity of the Bonds, the Bond Resolution, the Lease, this Bond Purchase Agreement or any agreement or instrument to which the Issuer is a party or by which the Issuer is bound and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the Official statement. .... (g) To the best of the knowledge of the Issuer, the Issuer is not in breach of or default under its organic documents, any court or administrative regulation, decree, order in any proceeding in which the Issuer was a party, or any agreement, note, resolution, indenture, mortgage, deed of trust, lease, or other instrument to which the Issuer is subject or by which the Issuer is bound which materially and adversely affects the transactions contemplated hereby and by the Bond Resolution and the Official statement. The consent to the use of the Official statement and the execution and delivery of this Bond Purchase Agreement, the Lease, the Bonds, the Bond Resolution, and the other agreements contemplated hereby and by the Bond Resolution and the compliance with the provisions thereof will not conflict with or constitute on the Issuer's part a breach of or a default under the Issuer's organic documents or under any existing law, court or administrative regulation, decree, or order, or any agreement, note, resolution, indenture, mortgage, deed of trust, lease, or other instru- ment to which the Issuer is subj ect or by which the Issuer is bound. No approval or other action by a governmental authority is required in connection with the execution and delivery by the Issuer of the Bonds, the Bond Resolution, the Lease, or this Bond Purchase Agreement, or in connection with the performance by the Issuer of its obligations hereunder or thereunder, which has not been previously obtained or accomplished. ..... (h) The Issuer will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Bond Resolution or which will cause the interest on the Bonds to become includable in the gross income of the owners thereof for federal income tax purposes. 5 .... (i) The Issuer will cooperate with the Underwriter in the qualification of the Bonds for offering and sale and the determination of their eligibility for investment under the laws of such jurisdic- tions as the Underwriter shall designate; provided, however, the Issuer shall not be required to register as a dealer or broker in any such jurisdiction, nor execute a general consent to service of process or qualify to do business in connection with any such qualification of the Bonds in any such jurisdiction. -- (j) The Issuer will notify the Underwriter for the period from the date hereof until the expiration of 90 days after the Closing Date of any event which occurs and comes to the Issuer's attention, which event materially and adversely affects the Issuer, the city, or the transactions contemplated by the Official statement and which would cause the Official statement to contain an untrue state- ment of a material fact or to omi t to state a material fact which should be included therein for the purposes for which the Official statement was to be used or which is necessary in order to make the statements therein, in light of the circum- stances under which they were made, not misleading, and, if in the opinion of the Issuer or the Underwriter, a change in the information contained in the Official statement is required in order to make the statements therein made true and not misleading or to make the Official statement comply with any applicable state securities law in connection with the offering of the Bonds, such change shall be made, and the corrected informa- tion shall be supplied to the Underwriter for distribution to the purchasers of the Bonds. Thereafter, this Bond Purchase Agreement shall refer to such corrected information. (k) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue service to the effect that it is a bond issuer whose arbi- trage certifications may not be relied upon. (1) Any certificate signed by any of the Issuer's authorized officers and delivered to the Under- writer shall be deemed a representation and warranty by the Issuer to the Underwriter as to the statements made therein. ...., 6 .... (m) The Issuer deemed and deems final the Preliminary Official statement as of its date, except for the omission of the offering prices, interest rates, selling compensation, delivery date, ratings, aggregate principal amount, and principal amount per maturity. (n) As of the Closing Date, the Issuer will have good and marketable title to the Project, and the owners of the bonds secured by the Bond Resolution will have received a valid and effective first and prior lien on the Lease and the rental payments to be made thereunder. (0) The Issuer acknowledges and agrees that these representations and warranties are made to induce the Underwriter to purchase the Bonds, and that such representations and warranties and any other representations and warranties made by the Issuer to the Underwriter are made for the benefit of the ultimate purchasers of the Bonds and may be relied upon by said purchasers. SECTION 3. REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF THE CITY. .. By the city's acceptance hereof it hereby represents and warrants to, and covenants and agrees with, the Underwriter that: (a) The city is a municipal corporation duly created and validly existing under the laws of the state of Georgia. It is authorized by virtue of the laws of the state of Georgia, including Chapter 44 of Title 36 of the Official Code of Georgia Annotated, as amended, known as the "Redevelopment Powers Law," to execute and deliver the Official statement and to enter into and execute, deliver, and perform the Lease and this Bond Purchase Agreement. The City has complied with all provi- sions of the Constitution and laws of the state of Georgia with respect to the consummation of, and has full power and authority to consummate, all transactions contemplated by the Lease, this Bond Purchase Agreement, and any and all other agree- ments relating thereto. -- 7 -- (b) The city has duly authorized by all necessary action the approval of the Official statement and its use by the Underwriter in the public offering and sale of the Bonds and the execution of the Official statement by the Mayor or other autho- rized official of the city and the execution, delivery, and performance of the Lease and this Bond Purchase Agreement, and no approval, authorization, consent, or other action by any governmental body (other than consents and approvals already obtained) is required in connec- tion with the execution or performance by the City of the same, and nether the execution nor the performance of the Lease or this Bond Purchase Agreement or the consent to the use of the Official statement will conflict with, breach, or violate the City's organic documents or any indenture, mortgage, deed of trust, lease, note, judgment, decree, order, lien, statute, ordinance, resolution, rule, regulation, plan, agreement, or other instrument or restriction to which the City is a party or by which it or its property may be subj ect or bound. This Bond Purchase Agreement and the Lease, when executed by the other parties thereto at or before the Closing Time (as hereinafter defined), will have been duly and validly executed and delivered by the City, will be in full force and effect as to the City, and will constitute the legal, valid, binding, and enforceable obligations of the City, enforceable in accordance with their terms, except as limited by applicable bankruptcy, reorganization, insolvency, or other similar laws affecting the enforcement of creditor's rights generally and by general principles of equity affecting remedies. (c) The acquisition, construction, and equipping of the Project in accordance with the plans and specifications described in the Lease and the operation of the Project is permitted under appli- cable zoning ordinances and applicable building codes; the city agrees to acquire, construct, and equip the Project in accordance with said plans and specifications as amended in accordance with the Lease and to make any modifications which may be required by the authorized building officials to comply with the applicable requirements of said building codes; the city warrants that as of the Closing Date all required building permits and zoning and planning approvals required to commence construction will be issued and knows of no reason why all required building permits and zoning and planning approvals cannot or will not be issued in a timely manner. .... .... 8 ... (d) The City is not in material violation of its organic documents and is not in violation of any material provision of or in default under any indenture, mortgage, deed of trust, lease, indebtedness, agreement, instrument, lien, judgment, decree, order, statute, ordinance, resolution, rule, regulation, plan, or other restriction to which it is a party or by which it or its property is subject or bound, which viola- tion will have any material adverse effect on the financing contemplated by the Official statement, nor will any such violation result in any material adverse effect upon the operations, properties, assets, liabilities, or condition (financial or other) of the city. -- (e) There is no pending or, to the best of the city's knowledge, after making due inquiry with respect thereto, threatened, action, suit, proceeding, inquiry, or investigation, before or by any court, public board, or body against the City, nor, to the best knowledge of the city, is there any basis therefor, which would materially and adversely affect the transactions contemplated by the Offi- cial statement or which would materially and adversely affect the Bonds, the Lease, or this Bond Purchase Agreement, the acquisition, construction, or equipping of the Project, or the operation of the Project or which might result in any material adverse change in the operations, properties, assets, liabilities, or condition (financial or other) of the City, or which affects the information contained in the Official statement. (f) To the best knowledge of the City, no legislation, ordinance, rule, or regulation has been enacted by any governmental body, department, or agency of the state of Georgia nor has any decision been rendered by any court of competent jurisdiction in the state of Georgia, which would materially and adversely affect the transactions contemplated by the Official statement. .. (g) The information contained in the Preliminary Offi- cial statement and in the Official statement relating to the City and in any amendment or supplement that may be authorized for use by the city with respect to the Bonds, including the information contained in Appendices A, B, and C, is, and as of the closing Time (as hereinafter defined) will be, complete, accurate, true, and correct and does not contain and will not contain 9 -- an untrue statement of a material fact and does not omit and will not omit to state a material fact necessary to make the statements therein made, in light of the circumstances under which they were made, not misleading. The City has reviewed the Official statement and consents to the use of the Official statement by the Under- writer to offer and sell the Bonds. The City shall execute and deliver at least fifteen (15) copies of the Official statement to the Underwriter simultaneously with the execution and delivery of the Bond Purchase Agreement. (h) The City will notify the Underwriter for the period from the date hereof until the expiration of 90 days after the Closing Date of any material adverse change in the business, properties, or financial condition of the city, and of any event which occurs and comes to the City's attention, which event materially and adversely affects the Issuer, the City, or the transactions contemplated by the Official statement and which would cause the Official statement to contain an untrue state- ment of a material fact or to omit to state a material fact which should be included therein for the purposes for which the Official statement was to be used or which is necessary in order to make the statements therein, in light of the circum- stances under which they were made, not misleading, and, if in the opinion of the City or the Underwriter, a change in the information contained in the Official statement is required in order to make the statements therein made true and not misleading or to make the Official statement comply with any applicable state securities law in connection with the offering of the Bonds, such change shall be made, and the corrected informa- tion shall be supplied to the Underwriter for dis- tribution to the purchasers of the Bonds. Thereafter, this Bond Purchase Agreement shall refer to such corrected information. .. -- (i) The City will cooperate with the Underwriter in the qualification of the Bonds for offering and sale and the determination of their eligibility for investment under the laws of such jurisdic- tions as the Underwriter shall designate; provided, however, the city shall not be required to register as a dealer or broker in any such jurisdiction, nor to execute a general consent to service of process or qualify to do business in connection with any such qualification of the Bonds in any such jurisdiction. 10 -- (j) Subsequent to the respective dates as of which information is given in the Official Statement, and prior to the Closing Date, except as set forth in or contemplated by the Official Statement, (1) the City has not incurred and shall not have incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and has not entered and will not have entered into any material transaction not in the ordinary course of business, (2) there has not been and will not have been any change in the long-term debt or decrease in the fund balances of the City, (3) there has not been and will not have been any material adverse change in the business or the financial position or results of operations of the City, (4) no loss or damage (whether or not insured) to the property of the city has been or will have been sustained which materially and adversely affects the operations of the City, and (5) no legal or governmental proceeding affecting the City or the transactions contemplated by this Bond Purchase Agreement has been or will have been instituted or threatened which is material. ... (k) Any certificate signed by any of its authorized officials and delivered to the Underwriter shall be deemed a representation and warranty by the city to the Underwriter as to the statements made therein. (1) It will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Bond Resolution and the Lease or which would cause the interest on the Bonds to become includ- able in the gross income of the owners thereof for federal income tax purposes. (m) The City will send one copy of its audited finan- cial statements annually to the Underwriter upon request as soon as such financial statements become available. (n) The City deemed and deems final the Preliminary Official Statement as of its date, except for the omission of the offering prices, interest rates, selling compensation, delivery date, ratings, aggregate principal amount, and principal amount per maturity. .... 11 ... (0) The City acknowledges and agrees that these repre- sentations and warranties are made to induce the Underwriter to purchase the Bonds, and that such representations and warranties and any other representations and warranties made by the City to the Underwriter are made for the benefit of the ultimate purchasers of the Bonds and may be relied upon by said purchasers. SECTION 4. PURCHASE, SALB AND DELIVERY OF THB BONDS .... On the basis of the representations, warranties and covenants contained herein and in the other agreements referred to herein, and subject to the terms and conditions herein set forth, the Underwriter hereby agrees to purchase from the Issuer at the Closing Time and the Issuer hereby agrees to sell to the Underwriter at the Closing Time, the Bonds at a price of 99.05% of the aggregate principal amount thereof ($8,607,445), plus accrued interest from the date of the Bonds to the date of payment and delivery. The Underwriter, in its discretion, may permit other securities dealers who are members of the National Association of Securities Dealers, Inc. to assist in selling the Bonds. If the Underwriter permits other securities dealers who are members of the National Association of Securities Dealers, Inc. to assist in selling the Bonds, the Underwriter shall enter into a selected dealers agreement or selling agreement with such other securities dealers. The Bonds shall be issued under and secured as provided in the Bond Resolution and shall be subject to redemption and shall be otherwise as described and as set forth in the Bond Resolution. The Bonds shall have the maturities and interest rates as set forth on Exhibit B attached hereto. -- Payment of the purchase price for the Bonds shall be made by wire or check payable to the order of the Issuer at the offices of Lex Jolley & Co., Inc., Atlanta, Georgia, at 10:00 a.m., local time, on April 10, 1990, or such other place, time or date as shall be mutually agreed upon by the Issuer, the City, and the Underwriter, against delivery of the Bonds to the Underwriter or the persons designated by the Underwriter. The date of such delivery and payment is herein called the "Closing Date", and the hour and date of such delivery and payment is herein called the "Closing Time." The delivery of the Bonds shall be made in defini- tive form, bearing CUSIP numbers (provided neither the printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Bond) and registered in the name(s) of such owner(s) as the Underwriter shall designate to the Issuer, at least forty-eight (48) hours prior to the Closing 12 w Time. The Bonds shall be available for examination and packaging at the offices of the Issuer by the Underwriter at least 24 hours prior to the closing Time and at the Closing Time shall be delivered to the Underwriter or the persons designated by the Underwriter. SECTION 5. CONDITIONS TO THE UNDERWRITER'S OBLIGATIONS ... The Underwriter's obligations hereunder shall be sub- ject to the due performance of and compliance by the Issuer and the City with their obligations and agreements to be performed hereunder at or prior to the closing Time and to the accuracy of and compliance with their representations and warranties contained herein, as of the date hereof and as of the Closing Time, and are also subject to receipt of the following evidence and documents and satisfaction of the following conditions, as appropriate, at or prior to the Closing Time: (a) The Bonds, the Lease, and the Bond Resolution shall have been duly authorized, executed and delivered by the respective parties thereto in the form heretofore approved by the Underwriter with only such changes therein as shall be mutually agreed upon by the parties thereto and the Underwriter, and shall be in full force and effect on the Closing Date. (b) At the Closing Time, receive: the Underwriter shall (i) The opinions, in form and substance satis- factory to the Underwriter, dated as of the Closing Date, (i) of Sutherland, Asbill & Brennan, Atlanta, Georgia, Bond Counsel, in substantially the forms attached hereto as Exhibit C, (ii) Cochran, Camp & Snipes, Smyrna, Georgia, counsel to the Issuer, in substantially the form attached hereto as Exhibit D, (iii) Cochran, Camp & Snipes, Smyrna, Georgia, counsel to the Ci ty , in substantially the form attached hereto as Exhibit E, and (iv) Peterson Young Self & Asselin, Atlanta, Georgia, counsel to the Underwriter, in substantially the form attached hereto as Exhibit Fi -- 13 -- (ii) A closing certificate of the Issuer, satis- factory in form and substance to the Under- writer, executed by the Chairman of the Issuer, attested by the Secretary/Treasurer of the Issuer, or any other duly authorized officers satisfactory to the Underwriter, dated as of the Closing Date, to the effect that: (A) the Issuer has duly performed and satisfied hereunder or complied with all of its obligations and conditions to be per- formed at or prior to the Closing Time and that each of its representations and warranties contained herein have not been amended, modified, or rescinded and is in full force and effect and is true and correct as of the Closing Time; (B) the Issuer has authorized, by all necessary action, the execution, delivery, receipt and due performance of the Bonds, the Bond Reso- lution, the Lease, and any and all such other agreements and documents as may be required to be executed, delivered, received, and performed by it in order to carry out, give effect to and consummate the transactions contemplated hereby and by the Bond Resolution and the Official statement; (C) no litigation is pending, or to his knowledge, after making due inquiry with respect thereto, threatened against the Issuer, to restrain or enj oin the issuance or sale of the Bonds or in any way affecting any authority for or the validity of the Bonds, the Bond Resolution, the Lease, or the Issuer's existence or powers or the Issuer's right to use the proceeds of the Bonds as contemplated in the Bond Resolution; (D) the execution, delivery, receipt and due performance of the Bonds, the Bond Resolution, the Lease, and the other agreements contemplated hereby and by the Bond Resolution and the Official statement under the circumstances contem- plated thereby and the Issuer's compliance with the provisions thereof will not conflict with or constitute on the Issuer's part a breach of or a default under any agreement, indenture, mortgage, lease, resolution, or other instrument to which the Issuer is subject or by which the Issuer is or may be bound and will not conflict with or be in violation of any existing law, court or administrative regulation, rule, decree or order; and (E) to the Issuer's knowledge after making due inquiry with ... .. 14 ..... respect thereto, all information furnished to the Underwriter for use in connection with the marketing of the Bonds and the information contained in the Official state- ment, except for the portion relating to the city, were, as of the respective dates thereof and are as of the Closing Date true in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. .... (iii) A closing certificate of the City, satisfac- tory in form and substance to the Underwriter, executed by the Mayor of the City, attested by the City Clerk of the City, or of any other duly authorized officers of the City satisfactory to the Underwriter, dated as of the Closing Date, to the effect that: (A) since the date hereof there has not been any material adverse change in the business, properties, financial position, or results of operations of the City, whether or not arising from transactions in the ordinary course of business, other than as previously disclosed in writing to the Underwriter and as disclosed in the Official statement, and except in the ordinary course of business, the city has not suffered or incurred any material liability, other than as previously disclosed in writing to the Underwriter and as disclosed in the Official statement, (B) there is no action, suit, proceeding, or, to the best of the official's knowledge, after making due inquiry with respect thereto, any inquiry or investigation at law or in equity or before or by any public board or body pending or, to his knowledge after making due inquiry with respect thereto, threatened against or affecting the ci ty or its property or, to his knowledge after making due inquiry with respect thereto, any basis therefor, wherein an unfavorable decision, ruling, or finding would adversely affect the transactions contemplated hereby or by the Bond Resolution or the validity or enforceability of the Bonds, the Lease, or this Bond Purchase Agreement, which have not been previously disclosed in writing to the Underwri ter and which are not disclosed in the Official statement, (C) to his knowledge ... 15 - -- (iv) ... after making due inquiry wi th respect thereto, all information furnished to the Underwriter for use in connection with the marketing of the Bonds and the information contained in the Official statement pertain- ing to the City and contained in Appendices A, B, and C to the Official statement, were, as of the date thereof and are as of the Closing Date true in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (D) the City has duly authorized, by all necessary action, the execution, delivery, receipt, and due performance of the Lease and this Bond Purchase Agreement and any and all such other agreements as may be required to be executed, delivered, received, and performed by the City to carry out, give effect to, and consummate the transactions contemplated by this Bond Purchase Agreement and the Bond Resolution, (E) the City has duly performed or complied with all of its obligations and conditions to be performed and satisfied hereunder at or prior to the closing Date, (F) the representations contained herein have not been amended, modified, or rescinded and are in full force and effect, and the information and representations and warranties contained herein are true and correct, as of the Closing Date, and (G) the execution, delivery, receipt and due perfor- mance of the Lease and the other agreements contemplated hereby and by the Official statement under the circumstances contem- plated thereby and the city's compliance with the provisions thereof will not conflict with or constitute on the City's part a breach of or a default under any agreement, indenture, mortgage, lease or other instrument to which the City is sub- ject or by which the City is or may be bound and will not conflict with or be in viola- tion of any existing law, court or adminis- trative regulation, rule, decree or order. A Comfort Letter, dated the Closing Date, of KPMG Peat Marwick, in substantially the form attached hereto as Exhibit G. 16 (v) Letters confirming the A1/A+ ratings of Moody's Investors service, Inc. and Standard & Poor's corporation, respectively. .. (vi) Such additional certificates and other documents, agreements, and opinions as the Underwri ter and its counsel may reasonably request to evidence performance of or com- pliance with the provisions hereof and the transactions contemplated hereby and by the Bond Resolution and the Official Statement, all such certificates and other documents to be satisfactory in form and substance to the Underwriter. .... All opinions shall be addressed to the Underwriter, and may also be addressed to such other parties to whom the giver of such opinion agrees. All certificates, if addressed to any party, shall also be addressed to the Underwriter. All such opinions, letters, certificates, and documents shall be in compliance with the provisions hereof only if they are in all material respects satisfactory to the Underwriter and to counsel to the Underwriter, as to which both the Underwriter and its counsel shall act reasonably. If any condition of the Underwriter's obligation hereunder to be satisfied prior to the Closing Date is not so satisfied, this Bond Purchase Agreement may be terminated by the Underwriter by notice in writing or by telegram to the Issuer and the City. The Underwriter may waive in writing compliance by the Issuer or the City of any one or more of the foregoing conditions or extend the time for their performance. SECTION 6. THE UNDERWRITER'S RIGHT TO CANCEL The Underwriter shall have the right to cancel the Underwriter's obligation hereunder to purchase the Bonds by notifying the Issuer and the City in writing or by telegram of its election to do so between the date hereof and the Closing Time, if at any time hereafter and prior to the Closing Time: -- (a) A committee of the House of Representatives or the Senate of the Congress of the united States of America (the "united States") or said House of Representatives or Senate shall have pending before it legislation introduced previous to the Closing Time, which legislation, if enacted in its form as introduced or as amended, would, in the Underwriter's sole opinion, have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character 17 ... to be derived by state and local governmental units or by any similar body or upon interest received on obligations of the general character of the Bonds, or the Bonds, or which, in the Underwriter's sole opinion, materially adversely affects the market price of the Bonds; .. (b) A tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the united States or legislation shall be pending or shall be favorably reported by such committee or be introduced, by amendment or otherwise, in or be passed by the House of Representatives or the Senate, or recommended to the Congress of the united States for passage by the President of the Uni ted States, or be enacted by the Congress of the united States, or an announcement or a proposal for any such legislation shall be made by a member of the House of Representatives or the Senate of the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States or the Tax Court of the united States shall be rendered, or a ruling, regulation or order of the Treasury Department of the united States or the Internal Revenue Service shall be made or proposed having, in the Underwriter's sole opinion, the purpose or effect of imposing federal income taxation, or any other event shall have occurred which, in the Underwriter's sole opinion, results in or proposes the imposition of federal income taxation, upon revenues or other income of the general character to be derived by state and local governmental uni ts or by any similar body or upon interest received on obligations of the general character of the Bonds, or the Bonds, or which, in the Underwriter's sole opinion, materially adversely affects the market price of the Bonds; (c) Any legislation, ordinance, rule or regulation shall be introduced in or be enacted or imposed by any governmental body, department or agency of the Uni ted States or of any state, or a decision by any court of competent jurisdiction wi thin the united States or any state shall be rendered which, in the Underwriter's sole opinion, materi- ally adversely affects the market price of the Bonds; -- 18 ... (d) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other federal or state governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contem- plated hereby or by the Official Statement, is in violation or would be in violation of any provi- sion of the federal securities laws, including without limitation the registration provisions of the Securities Act of 1933, as amended and as then in effect, or of the Securities Exchange Act of 1934, as amended and as then in effect, the state securities laws, or the qualification provisions of the Trust Indenture Act of 1939, as amended and as then in effect; w (e) Legislation shall be introduced by amendment or otherwise in, or enacted by, the Congress of the united States, or a decision by a court estab- lished under Article III of the Constitution of the United States shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds, including all the underlying obligations, are not exempt from registration under or from other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Bond Resolution is not exempt from qualification under or from other requirements of the Trust Indenture Act of 1939, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the issuance, offering, or sale of obligations of the general character of the Bonds, or the Bonds, as contemplated hereby and by the Official statement; (f) Any event shall have occurred, or information becomes known, which, in the Underwriter's sole opinion, makes untrue in any material respect any statement or information furnished to the Underwriter by the Issuer or the City for use in connection with the marketing of the Bonds or any material statement or information contained in the Official statement contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; t. 19 ... (g) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by a governmental authority or by any national securities exchange; (h) The New York stock Exchange or other national securities exchange, or any governmental author- ity, shall impose, as to the Bonds or obligations of the general character of the Bonds, any mate- rial restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, underwriters; (i) A general established authorities; banking moratorium by federal, New shall York have been or Georgia (j) A war involving the united states shall have been declared, or any conflict involving the armed forces of the United states shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred, which, in the Underwriter's sole opinion, materially adversely affects the market price of the Bonds; or .... (k) Moody's Investors Service, Inc. or Standard & Poor's Corporation shall withdraw their respective Al/A+ ratings on the Bonds prior to the Closing Time. (1) A default has occurred with respect to the obliga- tions of, or proceedings have been instituted under the federal bankruptcy laws or any similar state laws by or against, any state of the United states or any city located in the united states having a population in excess of one million persons or any entity issuing obligations on behalf of such a city or state. w (m) Any proceeding shall be pending, or to the knowledge of the Underwriter, threatened, to restrain, enjoin, or otherwise prohibit the issuance, sale, or delivery of the Bonds by the Issuer or the purchase, offering, sale, or distri- bution of the Bonds by the Underwriter, or for any investigatory or other proceedings under any federal or state securities laws or the rules and regulations of the National Association of Securities Dealers, Inc. relating to the issuance, sale, or delivery of the Bonds by the Issuer or the purchase, offering, sale, or distribution of the Bonds by the Underwriter. 20 SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY .. All of the Issuer's and the City's representations, warranties and agreements shall remain operative and in full force and effect (unless expressly waived in writing by the Underwriter), regardless of any investigations made by the Underwriter or on its behalf, and shall survive delivery of the Bonds to the Underwriter and the resale by the Under- writer of the Bonds. SECTION 8. PAYMENT OF EXPENSES Unless the Issuer and the Underwriter otherwise agree, all expenses and costs of issuance of the Bonds are to be paid by the Issuer out of Bond proceeds. The Underwriter shall withhold from the purchase price of the Bonds paid to the Issuer pursuant to Section 2 hereof an amount equal to the estimated expenses and costs of issuance of the Bonds, as established in a written communication by the Underwriter to the Issuer. .... The Issuer and the City hereby authorize the Under- writer to pay expenses and costs of issuance of the Bonds from the amounts so withheld by the Underwriter. The Under- writer agrees that it will provide to the Issuer an accounting for such expenses and costs actually paid and will return for deposit in the Construction Fund held by the Issuer any amounts remaining after such expenses and costs are paid. Should such expenses and costs exceed the esti- mated expenses and costs withheld by the Underwriter, the Issuer and the City agree to pay to the Underwriter the amount of such deficiency. SECTION 9. DELIVERY AND USE OF OFFICIAL STATEMENT .... The Issuer and the City authorize the use and distribu- tion of, and will make available, the Preliminary Official Statement and the Official Statement for the use and distribution by the Underwriter in connection with the sale of the Bonds. The Issuer and the City shall deliver, or cause to be delivered, to the Underwriter copies of the final Official Statement in sufficient quantity to comply with Rule 15c2-12 (b) (4) promulgated under the Securities Exchange Act of 1934, as amended, and the rules of the Municipal Securities Rulemaking Board, upon the earlier of (1) seven (7) business days after this Bond Purchase 21 Agreement is executed and delivered or (2) the date which will allow such final Official statement to accompany any confirmation that requests payment from any customer. .. SECTION 10. LIMITED OBLIGATIONS The Underwriter acknowledges that the Bonds and the pecuniary obligations of the Issuer under this Bond Purchase Agreement do not constitute a debt or pledge of the faith and credit or the taxing power of the Issuer or the state of Georgia or any political subdivision thereof, but are the Issuer's special limited obligations payable solely from the rentals received by the Issuer under the Lease. The City represents and warrants to the Underwriter that its obliga- tion to make the rental payments under the Lease is a general obligation of the City to which its full faith and credit and taxing power are pledged. SECTION 11. INDEMNITY -- The Issuer hereby agrees to indemnify and hold harmless the Underwriter, together with each officer and member of the Board of Directors of the Underwriter and each person who controls the Underwriter within the meaning of either the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, fees and disburse- ments of counsel and other expenses incurred by them or either of them in connection with investigating or defending any loss, claim, damage, or liability or any suit, action, or proceeding, whether or not resulting in liability), joint or several, to which they or any of them may become subject under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other applicable statute or regulation, whether federal or state, or at com- mon law or otherwise, insofar as such losses, claims, damages, liabilities, costs, and expenses (or any suit, action, or proceeding in respect thereof) arise out of or are based upon any untrue or misleading statement or alleged untrue or misleading statement of a material fact contained in the Official Statement or in any amendment or supplement thereto, except for the portion relating to the City, or arise out of or are based upon the omission or alleged omis- sion to state therein a fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading, provided, however, the Issuer will not be liable in any such case to the extent that any such loss, claim, damage, liability, cost, or expense arises out of or is based upon any untrue statement or alleged untrue statement ... 22 .. or omission or alleged omission made therein in reliance upon and in conformity with written information furnished by the Underwriter specifically for use in connection with the preparation thereof. This indemnity agreement will be in addition to any liability which the Issuer may otherwise have. ..... The City hereby agrees to indemnify and hold harmless the Underwriter, together with each officer and member of the Board of Directors of the Underwriter and each person who controls the Underwriter wi thin the meaning of either the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, fees and disburse- ments of counsel and other expenses incurred by them or either of them in connection with investigating or defending any loss, claim, damage, or liability or any suit, action, or proceeding, whether or not resulting in liability), joint or several, to which they or any of them may become subject under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other applicable statute or regulation, whether federal or state, or at com- mon law or otherwise, insofar as such losses, claims, damages, liabilities, costs, and expenses (or any suit, action, or proceeding in respect thereof) arise out of or are based upon any untrue or misleading statement or alleged untrue or misleading statement of a material fact contained in the Official Statement relating to the city, including the information contained in Appendices A, B, and C, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading, provided, however, the City will not be liable in any such case to the extent that any such loss, claim, damage, liability, cost, or expense arises out of or is based upon any untrue state- ment or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished by the Underwriter specifically for use in connection with the preparation thereof. This indemnity agreement will be in addition to any liability which the City may otherwise have. Promptly after receipt by any party entitled to indemnification under this paragraph of notice of the com- mencement of any suit, action, or proceeding, such indemni- fied party shall, if a claim in respect thereof is to be made against the indemnifying party under this paragraph, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under this ... 23 ... paragraph or from any liability under this paragraph unless the failure to provide notice prejudices the defense of such suit, action, or proceeding. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemni- fying party shall be entitled, but not obligated, to partic- ipate therein, and to the extent that it may elect by writ- ten notice delivered to the indemnified party, promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfac- tory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party shall not be liable to such indemnified party under this paragraph for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accor- dance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel representing the indemnified parties under this paragraph who are parties to such action), (ii) the indemni- fying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). .. ..., The Issuer and the City shall not be liable for any settlement of any such action effected without its consent, but if settled with its consent, the Issuer and the City agree to indemnify and hold the Underwriter and such officer or director or such controlling person harmless from and against any loss or liability, including reasonable legal and other expenses incurred in connection with the defense of the action, by reason of such settlement to the extent of the indemnification provided for in this paragraph. 24 SECTION 12 NOTICE _ Any notice or other communication to be given to the Issuer under this Bond Purchase Agreement may be given by mailing or delivering the same in writing to the Chairman, Downtown Smyrna Development Authority, P.O. Box 1226, Smyrna, Georgia 30081, any notice or other communication to be given to the City under this Bond Purchase Agreement may be given by mailing or delivering the same in writing to the Mayor, City of Smyrna, P.o. Box 1226, Smyrna, Georgia 30081, and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by mailing or delivering the same in writing to Edmund J. Wall, Vice President, Lex Jolley & Co., Inc., 34 Peachtree Street, suite 2500, Atlanta, Georgia 30303. SECTION 13. APPLICABLE LAW; NONASSIGNABILITY This Bond Purchase Agreement shall be governed by the laws of the State of Georgia. This Bond Purchase Agreement shall not be assigned by the Issuer or the City. SECTION 14. PARTIES IN INTEREST .... This Bond Purchase Agreement shall be binding upon, and has been and is made for the benefit of, the Issuer, the City, and the Underwriter, and to the extent expressed, any person controlling the Underwriter and their respective executors, administrators, successors, and assigns, and no other person shall acquire or have any right or interest under or by virtue hereof. The term "successors and assigns" shall not include any purchaser, as such, of any Bond. ..... 25 SECTION 15. EXECUTION OP COUNTERPARTS This Bond Purchase Agreement may be executed in several .. counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. Very truly yours, LEX JOLLEY , CO., INC. By: Accepted as of the date first above written: DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY By: Chairman ATTEST: .... By: ~.'-1 / ~ Secretary/Treasurer Accepted as of the date first above written: CITY OP SMYRNA, GEORGIA By:/~4-- Mayor ATTEST: - /1 J " By: UJ[;j;;lL/!a- ID/0{Af-UJ-.-. City Clerk .... 26 Bxhibit A to Bond Purchase Agreement .. Underwriter of Bonds Lex Jolley & Co., Inc. ... .... Principal Amount $8,690,000 Exhibit B to Bond Purchase Aqreement .... $8,690,000 series 1990 Bonds Maturity principal Interest Februarv 1 of the year Amount Rate 1992 $ 30,000 6.10% 1993 95,000 6.25 1994 165,000 6.35 1995 175,000 6.45 1996 185,000 6.55 1997 195,000 6.65 1998 210,000 6.75 1999 225,000 6.85 2000 240,000 6.95 2004 1,135,000 7.10 2005 335,000 7.15 2006 360,000 7.20 2007 385,000 7.20 2010 1,320,000 7.25 2016 3.635.000 7.375 - Total ~8.690.000 .... Bxhibit C .. .... .... SUTHERLAND, ASBILL & BRENNAN CABLE: SUTAB ATLANTA TELECOPIER: <<4041 a58-8~14 TELEX: 54-24572 3100 FIRST ATLANTA TOWER ATLANTA. GEORGIA 30383-3001 (.0.' April _, 1990 1275 PENNSYLVANIA AVENUE, N.W. WASHINGTON, D. C. 20004-2404 <<2021 383-0100 .. Downtown Smyrna Development Authority Smyrna, Georgia Re: $8,690,000 Downtown Smyrna Development Authority (Georqia) Revenue Bonds. Series 1990 Ladies and Gentlemen: We have examined a certified copy of the validation proceedings, judgment of validation entered on March 7, 1990, the resolution of the Downtown Smyrna Development Authority (hereinafter referred to as "Authority") adopted on the 5th day of February, 1990, as supplemented by a resolution adopted March 22, 1990 (hereinafter referred to collectively as the "1990 Bond Resolution"), that certain Amended and Restated Lease contract, dated as of September 1, 1989 (hereinafter referred to as "Lease contract") entered into by and between the Authority and the City of Smyrna, the resolution of the Mayor and council of the City of Smyrna adopted February 5, 1990, the Constitution and laws of the State of Georgia and other documents relating to the Downtown Smyrna Development Authori ty Revenue Bonds, Series 1990 (hereinafter sometimes referred to as "Series 1990 Bonds") in the __ aggregate principal amount of $8,690,000. The Series 1990 Bonds are fully registered bonds without coupons, dated February 1, 1990, in the denomination of $5,000 or any integral multiple thereof, transferable to subsequent owners as therein provided, bearing interest from date at the rate per annum set forth below opposite each principal maturity, all interest payable August 1, 1990 and semiannually thereafter on the 1st days of February and August in each year, and the principal maturing on the 1st day of February, in the years and amounts, as follows: Year Amount Rate Year Amount ~ 1992 $ 30,000 6.10% 2000 $ 240,000 6.95' 1993 95,000 6.25 2004 1,135,000 7.10 1994 165,000 6.35 2005 335,000 7.15 1995 175,000 6.45 2006 360,000 7.20 1996 185,000 6.55 2007 385,000 7.20 1997 195,000 6.65 2010 1,320,000 7.25 1998 210,000 6.75 2016 3,635,000 7.375 1999 225,000 6.85 The Series 1990 Bonds are being issued pursuant to an amendment to Article VII, section VII, Paragraph I of the Constitution of the state of Georgia of 1945 (Georgia Laws 1970, p. 1117 et seq.) and now specifically continued pursuant to an Act .... Downtown Smyrna Development Authority Page 2 " .. of the General Assembly of Georgia (Georgia Laws 1986, p. 3957 et seq.) as a part of the Constitution of the state of Georgia of 1983 and under the authority of an Act of the General Assembly known as the "Downtown Smyrna Development Authority Act" (Georgia Laws 1989, p. 4382 et seq.) and the Revenue Bond Law (Title 36, Chapter 82, Article 3 of the Official Code of Georgia Annotated, as amended) and pursuant to the 1989 Bond Resolution (hereinafter defined) and the 1990 Bond Resolution for the purpose of providing funds to finance, in whole or in part, the cost of acquiring, constructing, renovating and equipping public buildings and structures and related facilities useful or desirable in connection therewith, acquiring parking facilities or areas, making certain street and road improvements deemed necessary or desirable, acquiring the necessary property therefor, both real and personal, to capitalize interest on said bonds and to pay all expenses necessary to accomplish the foregoing. The Series 1990 Bonds are subject to redemption prior to their respective maturities as stated in the text of the Series 1990 Bonds and in the manner and upon the terms set forth in the 1990 Bond Resolution. - The Authority heretofore has issued $6,430,000 principal amount of its Revenue Bonds, Series 1989 (the "Series 1989 Bonds") pursuant to said resolution of september 5, 1989, as supplemented by a resolution adopted November 8, 1989 (hereinafter referred to collectively as the "1989 Bond Resolution") and provision was made in the 1989 Bond Resolution for the issuance of additional bonds ranking as to lien on the revenues of the Authority with said Series 1989 Bonds. The Series 1990 Bonds have been issued in accordance with the terms and conditions of the 1989 Bond Resolution and rank on a parity with the Series 1989 Bonds. Pursuant to the terms of the Lease Contract, the Authority has, among other things, leased to the City of Smyrna (hereinafter sometimes referred to as the "City") the facilities and real property financed with the proceeds of the Series 1989 Bonds, the series 1990 Bonds and any additional parity bonds issued by the Authority (the "Leased Facilities"). The city has obligated itself under the Lease Contract to make certain Basic Lease Payments which are to be paid directly to the custodian of the "Downtown Smyrna Development Authority sinking Fund" (hereinafter sometimes referred to as "Sinking Fund") for the account of the Authority in amounts sufficient to enable the Authority to pay the principal of and interest on the Series 1989 Bonds and the Series 1990 Bonds as same become due and payable, either at maturity or by proceedings for mandatory redemption. The Lease Contract provides that the obligation of the City to make the Basic Lease Payments is absolute and unconditional, payable out of the City's general fund or funds .... r ' .... .. .. Downtown Smyrna Development Authority Page 3 from other sources. The Lease Contract further provides that to the extent that at anytime such funds are not available to make such payments in the full amount required, then the City shall levy a tax on all taxable property located within the corporate limits of the City at such rate or rates, without limitation, as may be necessary to produce funds in amounts sufficient to enable the City to make such payments in the full amount required on the dates such payments are due. The Lease Contract and the revenues of the Authority derived under the Lease Contract from the City have been pledged under the 1989 Bond Resolution, as ratified, reaffirmed, broadened and extended by the 1990 Bond Resolution, to the payment of the principal of and interest on the Series 1989 Bonds, the Series 1990 Bonds and any additional bonds hereafter issued by the Authority on a parity therewith. We express no opinion as to the title to the real and personal property comprising the Leased Facilities. The Series 1990 Bonds shall not be deemed to constitute a debt of the state of Georgia or City of Smyrna nor a pledge of the faith and credit of said State or city, nor shall said State or city be subject to any pecuniary liability or other liability thereon. The issuance of the Series 1990 Bonds shall not directly, indirectly or contingently obligate said State or said City to levy or to pledge any form of taxation whatever therefor or to make any appropriation for the payment thereof. We express no opinion with respect to the accuracy, completeness or sufficiency of the Authority's Official statement pertaining to the Series 1990 Bonds, nor any opinion as to compliance by the Authority or the underwriter of the Series 1990 Bonds with any federal or state statute, regulation or ruling with respect to the sale or distribution of the Series 1990 Bonds. In rendering our opinion set forth below that the interest on the Series 1990 Bonds is excluded from gross income for federal income tax purposes, we have relied as to questions of fact material to our opinion upon certain certificates and certified proceedings of public officials, including officials of the Authority and the City, and representations of the Authority with respect to the use of the proceeds of the Series 1990 Bonds and the nature and use of the facilities being financed or refinanced thereby without undertaking to verify the same by independent investigation. The Authority has covenanted in the 1990 Bond Resolution that it will not, subsequent to the date hereof, intentionally use any portion of the proceeds of the Series 1990 Bonds to acquire higher yielding investments or to replace funds which were used directly Downtown Smyrna Development Authority Page 4 ... or indirectly to acquire higher yielding investments, except as may be otherwise permitted by Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), that it will comply with the arbitrage rebate requirements of Section 148(f) of the Code and that it will expend the proceeds of the Series 1990 Bonds in compliance with the applicable provisions of section 141 to 149, inclusive, of the Code. Failure to comply with such covenants could cause interest on the Series 1990 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 1990 Bonds. We have also examined an executed and fully registered bond of this issue, and we are of the opinion that: .. (a) The amendment to Article VII, Section VII, Paragraph I of the Constitution of the state of Georgia of 1945 (Georgia Laws 1970, p. 1117 et seq.) has been duly ratified and proclaimed and now constitutes a valid part of the constitution of the state of Georgia of 1983 and is of full force and effect, and pursuant thereto and the provisions of the "Downtown Smyrna Development Authority Act" (the "Authority Act"), the Authority is now legally created and existing as a body corporate and politic and as such it is deemed to be a political subdivision of the State of Georgia. ... (b) The Authority Act and the Revenue Bond Law are valid and the 1989 Bond Resolution and the 1990 Bond Resolution provide for the payment into the Sinking Fund of the amounts required to pay the principal of and interest on the Series 1989 Bonds, the Series 1990 Bonds and any bonds hereafter issued on a parity therewith as the same became due and payable, either at maturity or by proceeding for mandatory redemption. (c) Under authority of the Constitution, the Authority Act and laws of the state of Georgia, the Authority and the City were authorized to enter into the Lease Contract. The Lease Contract is the valid and binding obligation of the parties thereto. (d) The lien created on all moneys received from the City as Basic Lease Payments pursuant to the provisions of the Lease contract securing the paYment of debt service requirements on the Series 1989 Bonds and the Series 1990 Bonds constitutes a first or prior pledge of said moneys to any that can hereafter be made, except that the Authority may issue, from time to time under certain terms and conditions as set forth in the 1989 Bond Resolution and 1990 Bond Resolution, additional bonds, and if issued, said bonds shall Downtown Smyrna Development Authority Page 5 ... be payable, both principal and interest, from said moneys and shall stand on a parity as to lien on said moneys with the Series 1989 Bonds and the Series 1990 Bonds. (e) The Series 1990 Bonds are the valid and binding obl igations of the Authority in accordance with the terms thereof, payable solely from the Sinking Fund, which Sinking Fund, by the 1989 Bond Resolution and the 1990 Bond Resolution, is pledged to and charged with the payment of the principal of and the interest on the Series 1989 Bonds, the Series 1990 Bonds and any parity bonds therewith hereafter issued. (f) The interest on the Series 1990 Bonds is exempt from present income taxation within the State of Georgia. - (g) Assuming compliance with the above-described covenants, based on the existing statutes, regulations, rulings and court decisions, interest on the Series 1990 Bonds (i) is excluded from gross income for federal income tax purposes and (ii) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; provided, however, it should be noted that with respect to corporations (as defined for federal income tax purposes) such interest is taken into account in determining adj usted current earnings for the purpose of computing the federal alternative minimum tax imposed on such corporations. We express no opinion regarding other federal tax consequences arising with respect to the Series 1990 Bonds. Very truly yours, SUTHERLAND, ASBILL & BRENNAN By: .. [Letterhead of Sutherland, Asbill & Brennan] .. Apri 1 _, 1990 Lex Jolley & Co., Inc. Atlanta, Georgia RE: $8,690,000 Downtown Smyrna Development Authority Revenue Bonds, Series 1990 Gentlemen: This opinion is being delivered to you pursuant to Section 5(b)(i) of the Bond Purchase Agreement, dated March 22, 1990, among you, the City of Smyrna, Georgia, and the Downtown Smyrna Development Authority (the "Issuer") relating to the above-referenced bonds (the "Bonds"). We have acted as Bond Counsel in connection with the issuance of the Bonds, and reference is hereby made to our approving opinion of even date herewith addressed to the Issuer and delivered to you concurrently herewith. You may rely upon .. such opinion as if the same were addressed to you. In connection with the issuance of the Bonds, we have examined the following: (a) in our Issuer; the proceedings, documents, and papers described opinion of even date herewith addressed to the (b) the Preliminary Official statement, dated March 13, 1990 (the "Preliminary Official Statement"), and the Official Statement, dated March 22, 1990 (the "Official statement"), relating to the Bonds; and (c) such other information, papers, and documents as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed. In our examination of the aforesaid proceedings and documents, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all - Lex Jolley & Co., nc. April _, 1990 Page 2 -- documents submi t ted to us as copies, the authent ici ty of the originals of such latter documents, and the correctness of any facts stated in all of such documents. Based upon the foregoing we are of the opinion that the statements in the Preliminary Official Statement and in the Official Statement under the headings "The Series 1990 Bonds" and "Securi ty and Source of Payment for the Series 1990 Bonds" and the statements in Appendix E to the Preliminary Official statement and the Official Statement, insofar as such statements constitute summaries of the terms of the Bonds and the instruments described in Appendix E to the Preliminary Official Statement and the Official Statement, and the statements in the Preliminary Official Statement and the Official statement under the heading "Tax Exemption", insofar as such statements constitute summaries of the matters set forth therein, constitute fair and accurate summaries of the portions thereof purported to be summarized; but no further opinion is expressed wi th respect to the accuracy, completeness, or sufficiency of the Preliminary Official statement or the Official statement nor is any opinion expressed with respect to compliance by the Issuer or any other person with any federal or state statute, regulation, or ruling with respect to the sale or distribution of the Bonds. We have acted as Bond Counsel in connection with the .. issuance of the Bonds and, as such, have reviewed only those documents, opinions, certificates, and proceedings necessary to enable us to render our opinion to the Issuer of even date herewith as to the legality and validity of the Bonds and the tax-exempt status of the interest thereon. Except to the extent set forth above, we have not prepared, or assumed responsibility for, the Preliminary Official Statement or the Official Statement and have not undertaken to check or confirm the accuracy or completeness of, or verified the information contained in, the Preliminary Official Statement or the Official Statement. Very truly yours, SUTHERLAND, ASBILL & BRENNAN By: Partner .. .-.rr-2281.01 Exhibit D ... ! -- I \ \ , t... [Letterhead of Cochran, Camp & Snipes] .... April _' 1990 Lex Jolley & Co., Inc. Atlanta, Georgia Sutherland, Asbill & Brennan Atlanta, Georgia RE: $8,690,000 Downtown Smyrna Development Authority Revenue Bonds, Series 1990 Gentlemen: We have acted as counsel to the Downtown Smyrna Development Authority (the "Issuer") preliminary to and in connection with the issuance and sale by the Issuer of $8,690,000 in aggregate principal amount of its Revenue Bonds, Series 1990, dated February .. 1, 1990 (the "Series 1990 Bonds"). In so acting, we have examined, among other things, an amendment to Article VII, Section VII, Paragraph I of the Constitution of the State of Georgia of 1945 (1970 Ga. Laws 1117 at seg.), specifically continued pursuant to an Act of the General Assembly of the State of Georgia (1986 Ga. Laws 3957 at ~.), certified copies of excerpts from minutes of each meeting of the Mayor and Council of the City of Smyrna at which the current members of the Issuer were appointed for their current terms, an Act of the General Assembly of the State of Georgia known as the "Downtown Smyrna Development Authori ty Act" (1989 Ga. Laws 4382 ~ seg., as amended), and originals, executed counterparts, or certified copies of the following: 1. The proceedings, including a Resolution adopted on September 5, 1989, as ratified, reaffirmed, supplemented, and amended by Resolutions adopted on November 8, 1989, February 5, 1990, and March 22, 1990 (collectively the "Resolution"), authorizing, among other things, the issuance and delivery of the Series 1990 Bonds and the execution, ... Lex Jolley & Co., Inc. sutherland, Asbill & Brennan April _, 1990 Page Two ... delivery, receipt, and/or approval of a Bond Purchase Agreement, dated March 22, 1990 (the "Bond Purchase Agreement"), among the Issuer, the city of Smyrna, Georgia (the "City"), and Lex Jolley & Co., Inc. (the "Underwriter"), a Lease Contract, dated as of September I, 1989 (the "Lease"), between the Issuer and the City, a Preliminary Official Statement dated March 13, 1990 (the "Preliminary Official Statement"), and an Official Statement dated March 22, 1990 (the "Official Statement"). 2. The Bond Purchase Agreement, the Lease, the Preliminary Official Statement, and the Official Statement and a specimen Series 1990 Bond. .. We have relied upon the following owner's title insurance pOlicies held by the Issuer insuring the title of the Issuer to the real property and interests therein which are leased to the City pursuant to the Lease in issuing this opinion and have not examined title to any of the property insured by such policies after the date of each such policy: We have reviewed the foregoing tit Ie insurance policies insuring the title of the Issuer to the property described therein, and we know of no information which would cause us to question the accuracy of the matters stated therein, including, without limitation, the title of the Issuer to the property described therein, subject only to the exceptions set forth in such title policies. Based upon the foregoing and an examination of such other information, papers, and documents as we believed necessary or advisable to enable us to render this opinion, we are of the opinion, as of the date hereof, that: 1. The Issuer is a body corporate and politic and public corporation of the State of Georgia duly created and validly existing under and by virtue of the Constitution and laws of the State of Georgia, including particularly the provisions of the Downtown Smyrna Development Authority Act, and has all requisite power and authority to adopt the Resolution and perform its obligations thereunder, to lease the property ... 694ERT-2281.01 Lex Jolley & Co., Inc. Sutherland, Asbill & Brennan April _, 1990 Page Three .. demised by the Lease (the "Leased Facilities") to the City, to enter into and perform its obligations under the Bond Purchase Agreement and the Lease, to execute and deliver the Official statement to the Underwriter for distribution to the general public in connection with the offering by the Underwriter of the Series 1990 Bonds, and to grant the liens granted by it under the Resolution. 2. The Issuer has taken all action legally required to authorize the issuance, sale, and delivery of the Series 1990 Bonds and has duly authorized the adoption and performance of the Resolution, the execution, delivery, and performance of the Bond Purchase Agreement and the Lease, and the approval of the Official Statement. 3. .. - The adoption by the Issuer of the Resolution, the authorization by the Issuer of the Official Statement, the issuance and delivery by the Issuer of the Series 1990 Bonds, the execution and delivery by the Issuer of the Bond Purchase Agreement, the Lease, and the other agreements and documents described in the Bond Purchase Agreement, and the performance by the Issuer of its obligations under and the consummation of the transactions described in all of the foregoing instruments and documents do not and will not conflict with or constitute, on the part of the Issuer, a breach or violation of or default under, any of the terms and provisions of any existing constitution, statute, law, or court or administrative rule or regulation, decree, order, or judgment to which the Issuer is subject or by which the Issuer or any of its properties is bound or any agreement, indenture, mortgage, lease, deed of trust, note, resolution, ordinance, contract, commitment, or other instrument or agreement to which the Issuer is a party or by which the Issuer or any of its properties is bound. 4. Each of the officers of the Issuer was on the date of execution of each of the instruments relating to the Series 1990 Bonds, was on the date of the execution of the Series 1990 Bonds, and is on the date hereof the duly elected or appointed qualified incumbent of his or her office of the Issuer. 694ERT-2281.01 Lex Jolley & Co., Inc. sutherland, Asbill & Brennan April _, 1990 Page Four ... 5. The notices given prior to the respective meetings of the members of the Issuer at which the Resolution was adopted comply with the applicable notice requirements of Georgia law, and said meetings were conducted in accordance with the applicable requirements of Georgia law. 6. .. ... There is no action, suit, proceeding, inquiry, or investigation, at law or in equity, by or before any court or public board or body pending or, to the best of our knowledge and belief, after making due inquiry with respect thereto, threatened against or affecting the Issuer, nor to our knowledge is there any basis therefor, which in any way questions the creation or existence of the Issuer referred to in Section 2(a) of the Bond Purchase Agreement or the powers of the Issuer referred to in Section 2(b) of the Bond Purchase Agreement, or the validity of the proceedings resulting in the issuance and delivery of the Series 1990 Bonds, or wherein an unfavorable decision, ruling, or finding would adversely affect the transactions contemplated by the Bond Purchase Agreement or which in any way would adversely affect the validity or enforceability of the Series 1990 Bonds, the Resolution, the Bond Purchase Agreement, or the Lease or any other agreement or instrument to which the Issuer is a party and which is used or contemplated for use in connection with the consummation of the transactions contemplated by the Bond Purchase Agreement. 7. All permits, consents, permissions, approvals, or licenses and authorizations or orders of any court or governmental or regulatory bodies that are required to have been obtained as of the date hereof by the Issuer in connection with the ownership of the Leased Facilities, as contemplated by the Official Statement, the issuance, sale, and delivery of the Series 1990 Bonds, the adoption, execution, delivery, and performance of the Resolution, the Bond Purchase Agreement, and the Lease, and the consummation of the transactions contemplated thereby have been duly obtained and remain in full force and effect. We have no reason to believe, after making due inqui ry, that the I ssuer wi 11 not be able to maintain all such permits, consents, permissions, approvals, and licenses described in the preceding sentence or to obtain all such additional permits, consents, permissions, 694ERT-2281.01 Lex Jolley & Co., Inc. Sutherland, Asbill & Brennan Apr i I _, 1990 Page Five .. approvals, or licenses and authorizations or orders of any court or governmental or regulatory bodies as may be required on or prior to the date the Issuer is legally required to obtain the same. No additional or further approval, consent, permission, authorization, or order of any court or any governmental or public agency or authority not already obtained is required by the Issuer as of the date hereof in connect ion wi th the ownership of the Leased Faci lit ies, the issuance, sale, and delivery of the Series 1990 Bonds, or the adoption, execution, delivery, and performance of the Resolution, the Bond Purchase Agreement, or the Lease. The opinion expressed in this paragraph 7 shall not extend to or otherwise cover any approvals that may be required by any federal or state securities laws. 8. The Issuer has never issued, assumed, guaranteed, or otherwise become liable in respect of any bonds, notes, or other obligations which are presently outstanding and which are secured in any manner by the Lease or by the rentals to be received under the Lease, other than as set forth in the Resolution, and the Issuer has not entered into or issued any instrument, resolution, ordinance, agreement, mortgage, security agreement, indenture, contract, or arrangement of any kind which might, on or after the date hereof, give rise to any lien or encumbrance on the Lease or the rentals to be received under the Lease, other than the Resolution. .. 9. The Resolution has been duly adopted by the Issuer, is in full force and effect in the form in which it was adopted, and constitutes the valid, binding, and legally enforceable obligation of the Issuer according to its import. The Bond Purchase Agreement and the Lease have been duly authorized, executed, and delivered by the Issuer and, assuming the due authorization, execution, and delivery by the other parties thereto, are each in full force and effect and constitute the va 1 id, binding, and lega lly enforceable obI igations of the respective parties thereto according to their import, and the Issuer is entitled to the benefits of the same. The Series 1990 Bonds have been duly authorized, executed, issued, and delivered by the Issuer and, assuming the due authentication ... 694ERT-2281.01 Lex Jolley & Co., Inc. Sutherland, Asbill & Brennan April _, 1990 Page Six ... thereof by Bank South, N.A., as bond registrar, constitute the valid and legally binding special or limited obligations of the Issuer, are entitled to the benefit and security of the Resolution and the Lease, and are enforceable in accordance with their terms. 10. The Issuer has good, marketable, and valid title in fee simple to the Leased Facilities, which is held by the Issuer free and c lea I' of any encumbrance or 1 ien. There a re no reservations, restrictions, or easements which adversely affect the use, as contemplated in the Official Statement, of the Leased Facilities. 11. The Official Statement has been duly authorized, executed, and delivered by the Issuer, and the Issuer has duly approved the use of the Preliminary Official Statement and the Official Statement by the Underwriter in connection with the offering of the Series 1990 Bonds. 12. As general counsel to the Issuer, we have rendered legal advice and assistance to the Issuer in the course of the .. financing. Such assistance involved, among other things, discussions and inquiries concerning various legal matters and review of various documents relating to the offering and the preparation of the Preliminary Official Statement and the Official Statement and participation in conferences during which the contents of the Preliminary Official Statement and the Official Statement and related matters were discussed and reviewed, and we have made investigations and have considered the statements contained in the Preliminary Official Statement and the Official Statement. To the best of our knowledge, after making due inquiry with respect thereto, the statements contained in the Preliminary Official Statement and the Official Statement under the captions INTRODUCTION, THE AUTHORITY, PURPOSE OF SERIES 1990 BONDS, FUTURE FINANCING, LITIGATION (pertaining to the Issuer), and VALIDATION are accurate statements or summaries of the matters set forth therein and fairly represent the information purported to be shown and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in -- 69.4ERT-2281.01 Lex Jolley & Co., Inc. sutherland, Asbill & Brennan April _, 1990 Page Seven -- order to make the statements made therein, in light of the circumstances under which they were made, not misleading. In addition, while we do not pass upon or assume responsibility for the accuracy, completeness, or fairness of the Preliminary Offical Statement or the Official Statement (other than the opinion given in the preceding sentence), nothing has come to our attention which leads us to believe that any portions of the Preliminary Official Statement or the Official Statement contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The foregoing opinions are qualified to the extent that the enforceability of the Series 1990 Bonds, the Resolution, the Bond Purchase Agreement, or the Lease might be limited by (i) bankruptcy, insolvency, reorganization, moratorium, and other simi lar laws affecting credi tors' rights generally heretofore or hereafter enacted to the extent of their enforcement, (ii) judicial discretion in the application of principles of equity, .. and (iii) the valid exercise of the sovereign police powers of the State of Georgia and its governmental bodies and the constitutional powers of the United states of America. The foregoing opinions with respect to (i) the Issuer's title to the Leased Facilities and (ii) matters of record in the real property records of Cobb County, Georgia are given in sole reliance on the title insurance policies hereinbefore described. No opinion is given as to the tax exempt status of the Series 1990 Bonds or the interest thereon. No opinion is given concerning the requirement for registration of the Series 1990 Bonds under the securi ties laws of any state or the Securities Act of 1933, as amended, nor is an opinion given concerning qualification of any document under the Trust Indenture Act of 1939, as amended. Very truly yours, COCHRAN, CAMP & SNIPES BY: Partner ... 694ERT-2281.01 Exhibit E [TO come] ... .. ... Bxhibit P .. - - -- [Letterhead of Peterson Young Self & Asselin] April _, 1990 Lex Jolley & Co., Inc. Atlanta, Georgia RE: $8,690,000 Downtown Smyrna Development Authority Revenue Bonds, Series 1990 Gentlemen: We have acted as your counsel in connection with your acting as underwriter on a "firm commitment" basis for the above-captioned bonds (the "Bonds"). In so acting, we have examined originals, executed counterparts, or certified copies of the following: - (a) the resolution adopted by the Downtown Smyrna Development Authority (the "Issuer") on September 5, 1990, as ratified, reaffirmed, supplemented, and amended by the resolutions adopted on November 8, 1989, February 5, 1990, and March 22, 1990 (the "Resolution"), (b) (the City Co. , the Bond Purchase Agreement, dated March 22, 1990 "Bond Purchase Agreement"), among the Issuer, the of Smyrna, Georgia (the "City"), and Lex Jolley & I nc . , (c) the Lease Contract, dated as of September 1, 1989, between the Issuer and the City, (d) the Preliminary Official Statement, dated March 13, 1990 (the "Preliminary Official Statement"), relating to the Bonds, -- Lex Jolley & Co., Inc. Apri 1 _, 1990 Page 2 i ... (e) the Official statement, dated March 22, 1990 (the "Official statement"), relating to the Bonds, (f) a transcript of the proceedings of the Issuer relating to the authorization, issuance, and delivery of the Bonds, and (g) the opinions and certificates required to be delivered pursuant to the Bond Purchase Agreement. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to original documents of all copies submitted to us as certified, conformed, or photographic copies, and, as to certificates, we have assumed the same to be properly given and to be accurate. Based upon the foregoing and an examination of such other information, papers, and documents as we believe necessary or advisable to enable us to render this opinion, we are of the opinion, as of the date hereof, as follows: 1. The Bonds are exempt securities within the meaning of Section 3(a)(2) of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification under Section 304(a)(4) of the Trust Indenture Act of 1939, as amended, to the extent provided in such Acts, respectively, and it is not necessary in connect ion wi th the offer and sale of the Bonds to the public to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Resolution under, or to issue the Bonds under any indenture qualified under, the Trust Indenture Act of 1939, as amended. - We have not undertaken to independently verify the accuracy or completeness of the statements contained in the Preliminary Official Statement or the Official Statement. Nevertheless, we have rendered legal advice and assistance to you in the course of the offering and sale of the Bonds. Such assistance involved, among other things, discussions and inquiries concerning various legal matters, the review of the documents referred to above, and discussions with you and with representatives of the Issuer, the City, and their counsel in connection with the preparation of the Preliminary Official Statement and the Official Statement. We have also obtained certificates as to factual matters and legal opinions from these .. Lex Jolley & Co., Inc. April _, 1990 Page 3 .. parties and their counsel in regard to the Preliminary Official Statement and the Official Statement and certain information contained therein. The performance of the services referred to above, the discussions referred to above, and our examination of the factual certifications and legal opinions referred to above did not disclose to us any information which would lead us to believe that the Preliminary Official Statement or the Official Statement (other than the financial statements and related notes included therein, as to which we express no view) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein made, in light of the circumstances under which they were made, not misleading. We have reviewed the opinions, dated today, of Cochran, Camp & Snipes, Smyrna, Georgia, counsel to the Issuer, Cochran, Camp & Snipes, Smyrna, Georgia, counsel to the City, and Sutherland, Asbill & Brennan, Atlanta, Georgia, Bond Counsel, furnished to you in accordance with the provisions of the Bond Purchase Agreement. Such opinions are appropriately responsive to the requirements of the Bond Purchase Agreement. This letter is furnished by us as your counsel and is solely for your benefit and not for dissemination in connection with the .. offer and sale of the Bonds, and no other person or entity shall be entitled to rely upon this opinion without our express written consent. Very truly yours, PETERSON YOUNG SELF & ASSELIN By: Partner - 695ERT-2281.01 Exhibit G .. ... - .. This draft is funl1shed solely for the purpose ol indicating the form of letter that we would expect to be able to furnish Lex Jolley" Co., Inc. in response to their request, the matters expected to be covered in the letter, and the nature of tbe procedures that we would expect to carry out with respect to such matters. Based on our discussions with Lex Jolley" Co., Inc., it is our understanding that the procedures outlined in this draft letter are those they wish us to follow. Unless Lex Jolley" Co., Inc. informs us otherwise, we shall assume that there are no additional procedures they wish u. to follow. The text of the letter itself will depend, of course, upon the results of the procedures, which we would not expect to complete until shortly before the letter is given and in no event before the cutoff date indicated therein. March 13, 1990 City of Smyrna Smyrna, Georgia Lex Jolley" Co., Inc. Atlanta, Georgia 'r E ~~ r A ',- t \ ~ I' .,. "! 1\ f. t ',,' t-, !~. r- ~ . "Ii ": .... ~ .' . . '! t' . fOR ~~f."!J ""<1"'"., '-';. . . ~''''[I U' NO' .\ \ ' ,,... i ,~., . -\ hi A li t i i. ~_l ~. ',J ~~~ ~ Gentlemen: We have audited the general purpose financial statements of the City of Smyrna (the "City") as of and for the year ended June 30, 1989, included in Appendix A to the Official Statement dated February 1, 1990 relating to the sale of $8,690,000 aggregate principal amount of Downtown Smyrna Development Authority (Georgia) Revenue Bonds, Series 1990 (the "Official Statement"). .. In connection with the Official Statement: 1. We are independent certified public accountants with respect to the City within the meaning of Rule 101 of the Code of Professional Conduct of tbe American Institute of Certified Public Accountants. 2. We have not audited any financial statements of the City as of any date or for any period subsequent to June 30, 1989; although we have performed an audit for the year ended June 30, 1989, the purpose (and therefore tbe scope) of such audit was to enable us to express an opinion on the general purpose financial statements as of June 30, 1989, and for the year then ended, but not on any financial statements for any interim period within that year. Therefore, we are unable to and do not express any opinion on the City's financial position, results of operations, and changes in finan- cial position of its enterprise fund 8S of any date or for any period subsequent to June 30, 1989. 3. For the purposes of this letter, we have read the 1989 and 1990 minutes of meetings of the City as set forth in the minute books at March 13, 1990. officials of the City having advised us that the minutes of all such meetings through that date were set forth therein; and we have carried out other procedures to March 13, 1990 as follows: .. City of Smyrna Lex Jolley' Co., Inc. Karch 13, 1990 .. 2 a. With respect to the six-month period ended December 31, 1989, we have: (i) Read the incomplete unaudited financial statements of the general fund of the City (incomplete in that relevant footnotes were not available) for the six months ended December 31, 1989 included in Appendix B to the Official Statement. (ii) Made inquiries of certain officials of the City who have responsi- bility for financial and accounting matters as to whether the incomplete unaudited financial statem~nts of the general fund referred to under (1) are stated on a basis substantially con- sistent with that of the general fund financial statements included in the audited general purpose financial statements referred to in the introductory paragraph of this letter. b. With respect to the period from January 1, 1990 to February 28, 1990, we have: (1) Read the incomplete unaudited financial statements of the general fund of the City (incomplete, in that relevant footnotes were not available), for January and February of 1990 furnished to us by the City, officials of the City having advised us that no such financial statements as of any date or for any period subsequent to February 28, 1990 were available; and - (ii) Made inquiries of certain officials of the City who have responsi- bility for financial and accounting matters as to whether the incomplete unaudited financial statements referred to in 3b(i) above are stated on a basis substantially consistent with that of the general fund financial statements included in the audited general purpose financial statements referred to in the introduc- tory paragraph of this letter. The foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards. Also, they would not necessar- ily reveal matters of significance with respect to the comments in the following paragraph. Accordingly, we make no representations regarding the sufficiency of the foregoing procedures for your purposes. 4. Nothing came to our attention as a result of the foregoing procedures, however, that caused us to believe that: a. The incomplete unaudited financial statements of the general fund of the City described in 3a(1), included in Appendix B to the Official Statement, are not in conformity with generally accepted accounting ... principles applied on a basis substantially consistent w~th that of the City of Smyrna Lex Jolley' Co., Inc. March 13, 1990 3 .. general fund financial statements included in the audited general purpose financial statements referred to in the introductory paragraph of this letter; or b. At February 28, 1990, there was any decrease in the total general fund equity of the City as compared with the amounts shown in the incomplete unaudited financial statements of the general fund of the City for the six months ended December 31, 1989 included in Appendix B to the Official Statement, except in all instances for decreases that the Official Statement discloses have occurred or may occur. - 5. As mentioned under 3b, Officials of the City have ,advised us that no financial statements of the general fund of the City for any period subsequent to February 28, 1990 are available; accordingly, the procedures carried out by us with respect to decreases in total general fund equity after February 28, 1990 have, of necessity, been even more limited than those with respect to the periods referred to in 3. We have made in- quiries of certain officials of the City who have responsibility for financial and accounting matters as to whether there was any decrease at March 13, 1990 in total general fund equity of the City, as compared with the amount shown in the incomplete unaudited financial statements of the general fund of the City for the six months ended December 31, 1989 included in the Official Statement. On the basis of these inquiries and our reading of the minutes as described in 3, nothing came to our attention that caused us to believe that there was any such decrease, except in all instances for decreases which the Official Statement discloses have occurred or may occur. 6. For the purposes of this letter, we have also read the following, set forth in the Official Statement on the indicated page. lA&A Description 10 Tbe table entitled "City of &ayma (Georgia) General Fund SUDID8ry of Revenues, Expendi tures, and Changes in Fund Balance." 7. Our audit of the general purpose financial statements for the period referred to in the introductory paragraph of this letter comprised audit tests and procedures deemed necessary for the purpose of expressing an opinion on such financial statements taken as a whole. For no period referred to therein nor any other period did we perform audit tests for the purpose of expressing an opinion on individual balances of accounts or sUIIIIlaries of selec ted transactions such as those enumerated above, and, accordingly, we express no opinion thereon. ~ .. City of Smyrna Lex Jolley & Co., Inc. March 13, 1990 4 8. However, for purposes of this letter, we have performed the following addi- tional procedures, which were applied as indicated with respect to the item enumerated in 6 above: Procedures an~ Findinis We compared the amounts in the table to the audited general purpose finan- cial statements of the City for the years ended June 30, 1985, 1986, 1987, 1988, 1989 and found them to be in agreement. 9. It should be understood that we make no representations regarding ques- tions of legal interpretation or regarding the sufficiency for your purposes of the procedures enumerated in the preceding paragraph; also, such procedures would not necessarily reveal any material misstatement of the amounts listed above. Further, we have addressed ourselves solely to the foregoing data as set forth in the Official Statement and make no representations regarding the adequacy of disclosure or regarding whether any material facts have been omitted. - 10. This letter is solely for the information of the addressees and to assist the underwriter in conducting and documenting its investigation of the affairs of the City in connection with the offering of the bonds covered by the Official Statement, and it is not to be used, circulated, quoted, or otherwise referred to within our without the underwriting group or for any other purpose, including but not limited to the offering, purchase, or sale of such bonds, nor is it to be filed with or referred to in whole or in part in the Official Statement or any other document, except that reference may be made to it in the bond purchase agreement or in any list of closing documents pertaining to the offering of the bonds covered by the Official Statement. Very truly yours, .. ( . I ' ~ I : ... r- I I .... OFFICER'S CERTIFICATE RESPONSIVE TO BOND PURCHASE AGREEMENT city of Smyrna The undersigned hereby certifies, on behalf of the city of Smyrna, that: (A) since the date of the Bond Purchase Agreement there has not been any material adverse change in the business, properties, financial position, or results of operations of the ci ty, whether or not arising from transactions in the ordinary course of business, other than as previously disclosed in writing to the Underwriter and as disclosed in the Official Statement dated March 22, 1990 (the "Official Statement"), and except in the ordinary course of business, the City has not suffered or incurred any material liability, other than as previously disclosed in writing to the Underwriter and as disclosed in the Official Statement; (B) there is no action, suit, proceeding, or, to the best knowledge of the undersigned, after making due inquiry with respect thereto, any inquiry or investigation at law or in equity or before or by any public board or body pending or, to his knowledge after making due inquiry with respect thereto, threatened against or affecting the city or its property or, to his knowledge after making due inquiry with respect thereto, any basis therefor, wherein an unfavorable decision, ruling, or finding would adversely affect the transactions contemplated by the Bond Purchase Agreement or by the resolution of February 5, 1990, as supplemented by the resolutions of March 22 and April 2, 1990 (collectively the "Resolution") or the validity or enforceability of the Series 1990 Bonds, the Amended and Restated Lease Contract, dated as of September 1, 1989 (the "Lease"), or the Bond Purchase Agreement, which have not been previously disclosed in writing to the .. Underwriter and which are not disclosed in the Official Statement; (C) to his knowledge after making due inquiry with respect thereto, all information furnished to the Underwriter for use in connection with the marketing of the Series 1990 Bonds and the information contained in the Official Statement pertaining to the City and contained in Appendices A, B, and C to the Official Statement, were, as of the date thereof and are as of the Closing Date true in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (D) the City has duly authorized, by all necessary action, the execution, .. delivery, receipt, and due performance of the Lease and the Bond Purchase Agreement and any and all such other agreements as may be required to be executed, delivered, received, and performed by the City to carry out, give effect to, and consummate the transactions contemplated by the Bond Purchase Agreement and the Resolution: (E) the City has duly performed or complied with all of its obligations and conditions to be performed and satisfied under the Bond Purchase Agreement at or prior to the Closing Date (as defined in the Bond Purchase Agreement): (F) the representations contained in the Bond Purchase Agreement have not been amended, modified, or -2- - c:\docs\corp\c175865.02\offresp.405 (ESS) rescinded and are in full force and effect, and the information and representations and warranties contained in the Bond Purchase .. Agreement are true and correct, as of the Closing Date; and (G) the execution, delivery, receipt and due performance of the Lease and the other agreements contemplated by the Bond Purchase Agreement and by the Official statement under the circumstances contemplated thereby and the City's compliance with the provisions thereof will not conflict with or constitute on the City's part a breach of or a default under any agreement, indenture, mortgage, lease or other instrument to which the City is subject or by which the city is or may be bound and will not conflict with or be in violation of any existing law, court or administrative regulation, rule, decree or order. Dated as of this 10th day of April, 1990. ... CITY OF SMYRNA By: Mayor Attest: aJr.~ f)~ Mel'inda Dameron Clerk of the City -3- .. c:\docs\corp\c175865.02\offresp.405 (ESS) ACKNOWLEDGMENT OF RECEIPT OF RESOLUTIONS OF DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY ... The undersigned Mayor and Clerk of the City of Smyrna do hereby acknowledge receipt of a certified copy of the resolution adopted by the Authority on the 5th day of February, 1990, and a certified copy of the supplemental resolutions adopted by the Authority on March 22, 1990, and April 2, 1990, authorizing the issuance and delivery of $8,690,000 principal amount of Downtown Smyrna Development Authority Revenue Bonds, Series 1990. Said resolutions have been incorporated in the permanent records of the Mayor and Council of the City of Smyrna along with the Amended and Restated Lease Contract, dated as of September 1, 1989, entered into by and between the Authority and the City of Smyrna. WITNESS our hands and the official seal of the city of Smyrna, Georgia, this the lOth day of April, 1990. CITY OF SMYRNA ... BY:/~~ Mayor - (S E A L) By: Ylf.~/- ~~ Clerk ... c: \docs\corp\c175865.02\acknowlg (MJE) CERTIFICATE OF INCUMBENCY - CITY OF SMYRNA I, Melinda Dameron, Clerk of the City of Smyrna, Georgia, DO .. HEREBY CERTIFY: 1. The following is a correct list of the names of the officers of the City of Smyrna who now hold said offices, the dates of their election or appointment, and the dates of the beginning and ending of their terms of office. DATE OF ELECTION DATE OF COMMENCE- DATE OF END NAME/OFFICE OR APPOINTMENT ME NT OF TERM OF TERM Month Dav Year Month Dav Year Month Day Year A. Max Bacon, 11/3/87 1/4/88 1/6/92 Mayor Bob Davis, 11/3/87 1/4/88 1/6/92 Councilman James M. Hawkins, 11/3/87 1/4/88 1/6/92 Councilman .. Kathy Jordan, 11/3/87 1/4/88 1/6/92 Councilwoman Wade Lnenicka, 11/3/87 1/4/88 1/6/92 Councilman Bill Scoggins, 11/3/87 1/4/88 1/6/92 Councilman Jack Shinall, 11/3/87 1/4/88 1/6/92 Councilman John Steely 7/11/89 7/17/89 1/6/92 Councilman Melinda Dameron, 1/4/88 1/4/88 1/6/92 Clerk 2. All the foregoing officers have duly filed their oaths of office, and each of them legally required to give bond or undertaking has filed such bond or undertaking in form and amount as required by .. law, and has otherwise duly qualified and each is the acting officer holding the respective office immediately following his or her name. 3. The governing body of the City is known as the Mayor and Council of the City of Smyrna and said governing body meets in regular .. session at 7:30 p.m. on the 1st and 3rd Monday of each month. 4. The official seal of the City, being the only seal used in the execution of bonds, certificates, notes and contracts, is the seal which impression is affixed opposite my signature upon this certificate. WITNESS my hand and the official' seal of the City of Smyrna, Georgia, this the 10th day of April, 1990. MJ~t- Clerk f)&4Jt~ , (S E A L) ********** I, A. Max Bacon, Mayor of the City of Smyrna, Georgia, do hereby certify that Melinda Dameron has been duly appointed and is now Clerk ... of the City of Smyrna. Mayor ... -2- c:\docs\corp\c175865.02\incumbt.cty A RESOLUTION TO APPROVE, AUTHORIZE AND PROVIDE FOR THE EXECUTION AND DELIVERY OF THAT CERTAIN AMENDED AND RESTATED LEASE .. CONTRACT, DATED AS OF SEPTEMBER 1, 1989, BY AND BETWEEN THE CITY OF SMYRNA AND THE DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY; TO AUTHORIZE AND APPROVE THE ISSUANCE OF THE SERIES 1990 BONDS DESCRIBED THEREIN; TO CONCUR IN THE DESIGNATION OF THE SERIES 1990 BONDS AS "QUALIFIED TAX-EXEMPT OBLIGATIONS" WITHIN THE MEANING OF ~265(b) (3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; AND FOR OTHER PURPOSES. WHEREAS, the Mayor and Council of the City of Smyrna (the "City"), after an independent study and investigation of the current capital needs and the desirability for the redevelopment of the downtown Smyrna area, have heretofore determined that there is an urgent need for certain capital improvements to be made; and .. WHEREAS, the City and the Downtown Smyrna Development Authority (the "Authority") have determined that such improvements and other undertakings should be accomplished, in accordance with, or substantially in accordance with, the report entitled Smyrna Master Plan, Phase I: Community Center and Library Project No. 88190, dated September, 1989, prepared by Sizemore Floyd Architects, Atlanta, Georgia (the "Project"), said report being hereinafter sometimes referred to as "Capital Improvement Program"; and WHEREAS, all of the facilities contemplated by the Capital Improvement Program (the "Leased Facilities") to be acquired and constructed by the Authority were leased to the City pursuant to the Lease Contract, dated as of September 1, 1989, between the Authority and the City (the "Original Lease") and the City agreed to operate and maintain the Leased Facilities financed with the proceeds of the Series 1989 Bonds and any additional bonds ranking on a parity with the Series 1989 Bonds; and WHEREAS, pursuant to the Original Lease, provision was made for the payment to the Authority of lease payments in amounts at least sufficient to enable the Authority to pay the principal of and interest on the $6,430,000 aggregate principal amount of the Authority's issue of Revenue Bonds, Series 1989 (the "Series 1989 Bonds"), all as more fully set forth in the Original Lease; and WHEREAS, the Authority has determined to issue its Revenue Bonds, Series 1990, in the aggregate principal amount of $8,690,000 (the "Series 1990 Bonds") in order to finance the completion of the Project; and - c:\docs\pf\c175865.02\resoleas.jbw - iF .. .. WHEREAS, the Series 1990 Bonds will rank on a parity with said Series 1989 Bonds; and WHEREAS, it is now necessary that the Lease Contract be amended to reflect the issuance of the proposed Series 1990 Bonds and the increase in the Basic Lease Payments necessitated thereby, all as more fully set forth in that certain proposed Amended and Restated Lease Contract, dated as of September I, 1989 (hereinafter sometimes referred to as the wLeaseW). NOW THEREFORE, BE IT RESOLVED, by the Mayor and Council of the City of Smyrna, and it is hereby resolved by authority of same, that the City hereby authorizes and approves the issuance of the Series 1990 Bonds by the Athority; and BE IT FURTHER RESOLVED, by the authority aforesaid and it is hereby resolved by authority of same, that the City hereby concurs in the designation by the Authority of the Series 1990 Bonds as wqualified tax-exempt obligationsw for purposes of ~265(b) of the Internal Revenue Code of 1986, as amended; and BE IT FURTHER RESOLVED, by the authority aforesaid and it is hereby resolved by authority of same, that the City enter into the Lease with the Authority, and said Lease having been read and carefully considered, be and the same is hereby approved and the Mayor be and is hereby authorized and directed to execute said Lease and the Clerk of the City be and is hereby authorized and directed to attest same and impress the official seal of the City thereon and said Lease shall be in substantially the form which is on file and of record in the Minute Book of the Mayor and Council of the City kept in the office of the Clerk of said City, and by this reference thereto, the Lease is incorporated herein and made a part hereof, subject to such changes, insertions or omissions as may be required to accomplish the undertaking contemplated by the parties thereto and as same may be approved by the Mayor and the execution of the Lease by the officers of the City as herein authorized shall be conclusive evidence of such approval; and BE IT FURTHER RESOLVED, by the authority aforesaid and it is hereby resolved by authority of same, that any and all resolutions or parts of resolutions in conflict with this resolution this day adopted be and the same are hereby repealed, and this resolution shall be in full force and effect from and after its adoption. * * * * * c:\docs\pf\c175865.02\resoleas.jbw -2- CLERK'S CERTIFICATE \f .. GEORGIA, COBB COUNTY I, Melinda Dameron, Clerk of the city of Smyrna, Georgia, DO HEREBY CERTIFY that the foregoing pages constitute a true and correct copy of a resolution adopted by the Mayor and Council of the City of Smyrna at an open public meeting duly called and lawfully assembled at 7:30 p.m., on the 5th day of February, 1990, pertaining to the entering into of an Amended and Restated Lease Contract, dated as of September 1, 1989, with the Downtown Smyrna Development Authority, the original of said resolution being duly recorded in the Minute Book of the Mayor and Council, which Minute Book is in my custody and control. I do hereby further certify that the foregoing members of the Mayor and Council were present --S G.- \'"\\.~ ~ C\\.. \\ ~ ~ \ \"IS \:0- \\'-~ b \' t c:\c "S,"-S (:) 0 <\Q l'\ W~6..~ Lf\e \\ \0.\C~ at said meeting: ~~\\ S~~)~~(")~ -S~~\:- <\k\()~\\ ~~n S\-~~\~ r and that the following members were absent: ~CJb bo.- \1\ s and that said resolution was duly adopted by a vote of Aye lS2 Nay 't::, WITNESS my hand and the official seal of the City of Smyrna, Georgia, this the 5th day of February, 1990. iJAJI4'-J~ j)Hl-~ Clerk ( SEP.L) ti< ... c:\docs\corp\c175865.02\ 02/05/90 3:58pmc-clerk , ' ,- I \ ~I I....J -.' LIMITED (}fal~I'~Infy ({JjJeu/ (j) %"J' cO 6, STATE OF GEORGIA COUNTY OF COBB THIS INDENTURE. Made the 9th one thousand nine hundred ninety the CITY OF SMYRNA, a Georgia day of . between April , in the year municipal corporation of the County of Cobb first part. hereinafter called Grantor. and the DOWNTOWN SMYRNA DEVELOPMENT AUTHORITY, . and State of Geora-ia. as party or parties of the as party or parties of the second part. hereinafter called Grantee (the words "Grantor" and "Grantee" to include their respective heirs. successors and assia-ns where the context requires or permits). WITNESSETH that: Grantor. for and in consideration of the sum of --TEN DOLLARS & OTHER VALUABLE CONSIDERATIONS _______u__u______u____ ( $10. oou- ) DOLLARS in hand paid at and before the sealina- and delivery of these presents. the receipt whereof is hereby acknowleda-ed, has rranted. barrained. sold. aliened. conveyed and confirmed. and by these presents does iTant. bara-ain. sell, alien, convey and confirm unto the said Grantee, See The Attached Four (4) pages for Legal Description. ;41 "Tl I r= rrt is 0 )> It ::z 0) 0 :::0 !i FT1 CO) - C) :::0 W '=' ~ .... fTI 0 Cobb Coutrty, Geo<&oa PlOd Date Rell EsWe Jrlnsfer fl. /.OcJ ~ ./~ 04j'(J Jay C. Stephenson Clerk pi SuperieJ COIIJI ,~IJ \.., \ This instrument is given pursuant to resolution of the Mayor and Council of the City of Smyrna duly passed at a regular meeting, all and proper notices having been given. TO HAVE AND TO HOLD the said tract or parcel of land. with all and sina-ular the l"irhts. members and appurtenances thereof. to the same heina-. helona-ina-. or in anywise appertainina-. to th 2t]onlY proper use. benefit and behoof of the said Grantee forever in FEE SIMPLE, ta AND THE SAID Grantor will warrant and forever defend the ril'ht and title to the a ve ~A ~ d cribed property unto the said Grantee al'alnst the claims of all persons claiming by 0 th~ ~}p t iN~rrN~~S WWtn6F. the Grantor has si&'lled and sealed this deed. the day and year a ve ~ . . w tten. , ' .. ;'"Sia:ned. seal delivered in presence of: ~. ~___"J':~'" '\ .' .,~:. '. C~ ty S , g~.:_- , '. By: . , - (SeAl) Att:~t76nPt:. M~~,' (~)'.,? City Cler '<i'(\<" 1;[,' ~: ,;e- _, C:~IJ - -.,:::/ :':", lSSil BK 5698 PG 0 4 I 5 _;l~' ' .. . - All that tract or parcel of land lying and being in Land Lots 520, 521, 522, and 428 of the 17th District, 2nd Second Section of Cobb County, Georgia as shown per plat of survey thereof by Planners and Engineers Collaborative, John A. McCleskey, R.L.S. t 2355 WHICH SURVEY IS MADE A PART HEREOF FOR MORE PARTICULAR DESCRIPTION AND DELINEATION and being more particularly described as follows: BLOCK A ... Beginning at an iron pin at the intersection of the westerly right of way of Fuller Street and the northerly right of way of Powder Springs Street, running thence North 88 degrees 52 minutes 34 seconds West, along the northerly right of way of Powder Springs Street, a distance of 83.35 feet to an iron pin; thence North 89 degrees 06 minutes 00 seconds West, along the northerly right of way of Powder Springs Street, a distance of 309.17 feet to an iron pin; thence along the arc, clockwise, of the northerly right of way of Powder Springs Street, having a radius of 327.42 feet, an arc distance of 207.84 feet (said arc being subtended by a chord North 76 degrees 52 minutes 14 seconds West, a distance of 204.37) feet to an iron pin; thence North 00 degrees 52 minutes 04 seconds West, a distance of 343.84 feet to an iron pin; thence North 86 degrees 43 minutes 10 seconds East, a distance of 28.93 feet to an iron pin; thence North 00 degrees 48 minutes 00 seconds West, a distance of 248.88 feet to an iron pin; thence South 86 degrees 12 minutes 45 seconds East, a distance of 305.60 feet to an iron pin; thence South 17 degrees 14 minutes 37 seconds East, a distance of 55.31 feet to an iron pin, thence North 85 degrees 35 minutes 03 seconds East, a distance of 297.20 feet to an iron pin; thence South 13 degrees 50 minutes 23 seconds East, a distance of 100.00 feet to an iron pin, thence South 85 degrees 47 minutes 22 seconds West a distance of 89.09 feet to an iron pin; thence South 18 degrees 12 minutes 57 seconds East a distance of 111.53 feet to an iron pin; thence North 89 degrees 05 minutes 24 seconds East a distance of 46.36 feet to an iron pin; thence South 80 degrees 59 minutes 12 seconds East a distance of 96.75 feet to an iron pin; thence South 11 degrees 09 minutes 05 seconds East a distance of 131.25 - feet to an iron pin; thence South 86 degrees 15 minutes 19 seconds East a distance of 57.08 feet to an iron pin; thence South 26 degrees 16 minutes 24 seconds East a distance of 3.15 feet to an iron pin; thence North 76 degrees 21 minutes 40 seconds East a distance of 99.0 feet to an iron pin on the southwesterly right of way of Atlanta Street (a/k/a State Route 3); thence southeasterly along the southwesterly right of way of Atlanta Street, South 11 degrees 56 minutes 17 seconds East a distance of 101.85 feet to an iron pin; continuing thence southeasterly along the southwesterly right of way of Atlanta Street, South 11 degrees 54 minutes 46 seconds East a distance of 90.00 feet to an iron pin; thence South 82 degrees 30 minutes 39 seconds West a distance of 98.71 feet to an iron pin; thence South 11 degrees 54 minutes 51 seconds East a distance of 60.84 feet to an iron pin on the northerly right of way of Powder Springs Street; running thence North 89 degrees 26 minutes 27 seconds West, along the northerly right of way of Powder Springs Street, a distance of 176.63 feet to an iron pin; thence North 89 degrees 21 minutes 31 seconds West, along the northerly right of way of Powder Springs Street, a distance of 96.89 feet to an iron pin, thence North 87 degrees 35 minutes 49 seconds West, along the northerly right of way of Powder Springs Street, and across Fuller Street, a distance of 20.08 feet to an iron pin and the Point of Beginning. .. n5&98PG0416 ... . BLOCK B - BEGINNING at an iron pin at the intersection of the southerly right of way of Powder Springs Street and the easterly right of way of Hamby Street; running thence South 62 degrees 47 minutes 02 seconds East, along the southerly right of way of Powder Springs Street, a distance of 84.00 feet to an iron pin; thence South 88 degrees 52 minutes 02 seconds East, along the southerly right of way of Powder Springs Street, a distance of 152.50 feet to an iron pin; thence South 89 degrees 27 minutes 32 seconds East, along the southerly right of way of Powder Springs Street, a distance of 139.78 feet to an iron pin; thence South 88 degrees 59 minutes 27 seconds East, along the southerly right of way of Powder Springs Street, a distance of 60.00 feet to an iron pin; thence South 89 degrees 01 minutes 41 seconds East, along the southerly right of way of Powder Springs Street, a distance of 100.00 feet to an iron pin; thence South 89 degrees 09 minutes 27 seconds East, along the southerly right of way of Powder Springs Street, a distance of 79.93 feet to an iron pin; thence South 89 degrees 14 minutes 41 seconds East, along the southerly right of way of Powder Springs Street, a distance of 99.99 feet to an iron pin; thence South 00 degrees 04 minutes 16 seconds West, a distance of 100.00 feet to an iron pin on the northerly right of way of Sunset Avenue (a/k/a Sunset Boulevard); running thence North 88 degrees 59 minutes 46 seconds West, along the northerly right of way of Sunset Avenue, a distance of 100.00 feet to an iron pin; thence North 89 degrees 09 minutes 12 seconds West, along the northerly right of way of Sunset Avenue, a distance of 79.35 feet to an iron pin; thence North 89 degrees 01 minutes 50 seconds West, along the northerly right of way of Sunset Avenue, a distance of 100.24 feet to an iron pin; thence North 89 degrees 01 minutes 14 seconds West, along the northerly right of way of Sunset Avenue, a distance of 60.11 feet to an iron pin; thence North 88 degrees 40 minutes 18 seconds West, along the northerly right of way of Sunset Avenue, a distance of 139.58 feet to an iron pin; thence North 88 degrees 52 minutes 52 seconds West, along the northerly right of way of Sunset Avenue, a distance of 227.00 feet to an iron pin on the easterly right of wat of Hamby Street; thence North 00 degrees 08 minutes 18 seconds West, along the easterly right of way of Hamby Street, a distance of 137.00 feet to an iron pin and the Point of BEGINNING. ... BLOCK C BEGINNING at an iron pin at the intersection of the southerly right of way of Sunset Avenue and the easterly right of way of Hamby Street; running thence South 89 degrees 25 minutes 15 seconds East, along the southerly right of way of Sunset Avenue, a distance of 185.00 feet to an iron pin; thence South 88 degrees 44 minutes 19 seconds East, along the southerly right of way of Sunset Avenue, a distance of 99.00 feet to an iron pin; thence South 88 degrees 44 minutes 19 seconds East, along the southerly right of way of Sunset Avenue, a distance of 102.99 feet to an iron pin; thence South 88 degrees 44 minutes 19 seconds East, along the southerly right of way of Sunset Avenue, a distance of 81.79 feet to an iron pin; thence South 88 degrees 52 minutes 55 seconds East, along the southerly right of way of Sunset Avenue, a distance of 68.09 feet to an iron pin; thence South 00 degrees 21 minutes 59 seconds East, a distance of 5.00 feet to an iron pin; thence South 89 degrees 06 minutes 07 seconds East, along the southerly right of way of Sunset Avenue, a distance of 140.99 feet to an iron pin; thence South 88 degrees 50 minutes 43 seconds East, a distance of 86.64 feet to an iron pin; thence South 06 degrees 36 minutes 34 seconds East, a distance of 198.60 feet to an iron pin; thence South 88 degrees 24 minutes 44 seconds West, a distance of 33.53 feet to an iron pin; thence South 01 degrees 13 minutes 11 seconds West, a distance of 142.60 feet to an iron pin; on the northerly right of way of Bank Street; running thence North 88 degrees 41 minutes 44 seconds West, alonQ the northp.rlv rJaht of w~v of R~n~ ~rr~~r. ,.... ..# o c.:J Q.. CI) "" .0 U") i!i .. . " - a distance of 50.00 feet to an iron pin; thence North 89 degrees 58 minutes 19 seconds West, along the northerly right of way of Bank Street, a distance of 51.67 feet to an iron pin; thence South 89 degrees 38 minutes 26 seconds West, along the northerly right of way of Bank Street, a distance of 105.91 feet to an iron pin; thence North 00 degrees 55 minutes 39 seconds West, a distance of 143.97 feet to an iron pin; thence North 89 degrees 78 minutes 39 seconds West, a distance of 132.05 feet to an iron pin; thence South 00 degrees 14 minutes 42 seconds East, a distance of 147.11 feet to an iron pin; thence South 89 degrees 18 minutes 20 seconds West, along the northerly right of way of Bank Street, a distance of 78.67 feet to an iron pin; thence South 89 degrees 57 minutes 59 seconds West, along the northerly right of way of Bank Street, a distance of 52.50 feet to an iron pin; thence South 89 degrees 57 minutes 59 seconds West, along the northerly right of way of Bank Street, a distance of 74.00 feet to an iron pin; thence North 00 degrees 02 minutes 01 seconds West, a distance of 143.50 feet to an iron pin; thence South 89 degrees 57 minutes 59 seconds West, a distance of 69.97 feet to an iron pin; thence South 00 degrees 02 minutes 01 seconds East, a distance of 143.50 feet to an iron pin on the northerly right of way of Bank Street; thence South 89 degrees 57 minutes 59 seconds West, a distance of 69.97 feet to an iron pin; thence North 00 degrees 02 minutes 01 seconds West, a distance of 143.50 feet to an iron pin; thence South 89 degrees 57 minutes 59 seconds West, a distance of 73.00 feet to an iron pin on the easterly right of wat of Hamby Street; thence North 00 degrees 33 minutes 00 seconds East, along the easterly right of way of Hamby Street, a distance of 200.00 feet to an iron pin and the Point of BEGINNING. BLOCK D ... BEGINNING at the corner formed by the intersection of the southerly right of way of Sunset Street (A/K/A Sunset Avenue or Sunset Boulevard) with the southwesterly right of way of Atlanta Street (a/k/a State Route 3); running thence along the southwesterly right of way of Atlanta Street, a distance of 39.51 feet to a point; thence South 30 degrees 58 minutes 20 seconds East, along the southwesterly right of way of Atlanta Street, a distance of 27.54 feet to a point; thence South 12 degrees 42 minutes 09 seconds East, along the southwesterly right of way of Atlanta Street, a distance of 26.94 feet to a point; thence South 13 degrees 37 minutes 40 seconds East, along the southwesterly right of way of Atlanta Street, a distance of 50.06 feet to a point; thence South 15 degrees 22 minutes 15 seconds East, along the southwesterly right of way of Atlanta Street, a distance of 100.00 feet to a point; thence South 17 degrees 09 minutes 34 seconds East, along the southwesterly right of way of Atlanta Street, a distance of 53.00 feet to a point; thence South 16 degrees 47 minutes 48 seconds East, along the southwesterly right of way of Atlanta Street, a distance of 21.61 feet to a point; thence North 88 degrees 40 minutes 52- seconds West, distance of 96.20 feet to a point; thence North 00 degrees 07 minutes 43 seconds West, distance of 69.56 feet to a point; thence North 89 degrees 39 minutes 44 seconds West, distance of 112.15 feet to a point; thence North 14 degrees 12 minutes 54 seconds West, distance of 52.13 feet to a point on the southerly right of way of Sunset Street; thence South 89 degrees 05 minutes 29 seconds East, along the southerly right of way of Sunset Street distance of 52.13 feet to a point; thence South 89 degrees 05 minutes 29 seconds East, along the southerly right of way of Sunset Street distance of 39.51 feet to a point and the Point of BEGINNING. .. Bl(Sp98PGOltI8 ' .. III t' ... - - BLOCK E BEGINNING at the corner formed by the intersection of the southwesterly right of way of Atlanta Street (a/k/a State Route 3) with the southerly right of way of West Spring Street; runnung thence South 09 degrees 55 minutes 55 seconds East, a distance of 23.85 feet to a point; thence South 01 degrees 54 minutes 45 seconds East, a distance of 21.77 feet to a point; thence South 04 degrees 26 minutes 14 seconds West, a distance of 17.96 feet to a point; thence South 07 degrees 08 minutes 38 seconds West, a distance of 16.16 feet to a point; thence South 04 degrees 07 minutes 06 seconds West, a distance of 49.43 feet to a point; thence North 89 degrees 08 minutes 10 seconds West, a distance of 100.00 feet to a point; thence North 06 degrees 43 minutes 05 seconds East, a distance of 75.64 feet to a point; thence North 01 degrees 07 minutes 34 seconds West, a distance of 51.65 feet to a point on the southerly right of way of West Spring Street; thence North 89 degrees 51 minutes 29 seconds East, along the southerly right of way of West Spring Street, a distance of 96.26 feet to a point and the Point of BEGINNING. 8K5698PG0419 4 .. II"