A RESOLUTION OF THE BUTTS COUNTY BOARD OF COMMISSIONERS AUTHORIZING THE COUNTY TO ISSUE $7,000,000 IN AGGREGATE PRINCIPAL AMOUNT GENERAL OBLIGATION (SALES TAX) BONDS, SERIES 2018; TO SPECIFY THE DATE AND RATES OF INTEREST FOR THE BONDS; TO PROVIDE FOR THE EXECUTION OF SAID BONDS; TO PROVIDE FOR THE PLACE OF PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID BONDS; TO PROVIDE FOR THE FORM OF THE BONDS; TO AUTHORIZE AND DIRECT THE EXECUTION OF A CERTIFICATE PERTAINING TO THE PROCEEDS DERIVED FROM THE SALE OF THE BONDS; TO DESIGNATE A PAYING AGENT, BOND REGISTRAR AND CUSTODIANS FOR THE BONDS; AND FOR OTHER PURPOSES:
WHEREAS, pursuant to a resolution of the Butts County Board of Commissioners (the “Board of Commissioners”), which was duly adopted on August 14, 2017, Butts County, Georgia (the “County”) called an election on November 7, 2017 (the “Election”) in all of the election districts of the County, a political subdivision of the State of Georgia (the “State”), to determine whether or not general obligation debt of the County shall be issued for the purpose of (i) (a) funding various capital outlay projects, including courthouse and judicial office improvements, acquiring public safety equipment and public safety vehicles, road, sidewalk and bridge improvements, acquiring and upgrading equipment, and acquiring, repairing and improving facilities and paying any debt previously incurred therefore (the “Projects”), and (b) paying expenses incident to accomplishing the foregoing and (ii) to determine whether or not a 1% special purpose local option sales tax should be continued commencing on January 1, 2019 (“SPLOST VII”) for the purpose of paying a portion of the principal of and interest on such debt; and,
WHEREAS, a majority of the qualified voters voting in the Election approved the issuance of said debt and the County is now authorized to issue and deliver the general obligation debt authorized in the Election in the principal amount of $7,000,000; and,
WHEREAS, the County has determined and does now provide that general obligation debt in the aggregate principal amount of $7,000,000 shall be issued in the form of its BUTTS COUNTY, GEORGIA GENERAL OBLIGATION (SALES TAX) BONDS, SERIES 2018 (the “Bonds”); and,
WHEREAS, under and by virtue of the authority of Title 48, Chapter 8, Article 3 of the Official Code of Georgia Annotated, as amended (the “Sales Tax Act”), and the approval of a majority of the qualified voters voting in the Election, the County is authorized to impose SPLOST VII for the purpose of paying a portion of the principal of and interest on the Bonds; and,
WHEREAS, the Bonds shall be dated April 26, 2018, or such other date as may be designated by the County prior to the issuance of the Bonds, bear interest at a rate that shall not exceed 4.00% per annum payable semiannually on April 1 and October 1 in each year until paid commencing on October 1, 2018; and,
WHEREAS, the amount of principal to be paid in each year during the term of the Bonds shall be as follows:
April 1 of the Year
2025 1,225,000, and;
WHEREAS, the Bonds were validated in the Superior Court of Butts County on March 20, 2018; and,
WHEREAS, the Bonds should now be executed and thereafter issued and delivered, and it is necessary to adopt a bond form and to provide for the execution of the Bonds; and,
WHEREAS, prior to the actual issuance and delivery of the Bonds, the County will enter into a contract with U.S. Bank National Association, pursuant to which U.S. Bank National Association will agree to act as Paying Agent and as Bond Registrar for the Bonds, whose duties shall include, but not be limited to, the authentication of the Bonds by the manual signature of a duly authorized officer of U.S. Bank National Association, as Bond Registrar, the registration, transfer, exchange and related mechanical and clerical functions relative to the Bonds, as well as the preparation, signing and issuance of checks or drafts in payment of the principal and interest on the Bonds as the same becomes due and payable; and,
WHEREAS, Stifel Nicolaus & Company, Incorporated (the “Underwriter”) has offered to purchase the Bonds pursuant to the terms and conditions contained in the Bond Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”); and,
WHEREAS, the principal of and interest on the Bonds shall be paid first from the proceeds derived from the imposition of SPLOST VII and, if the proceeds derived from the continuation of the said tax are not sufficient to pay the entire principal of and interest on the Bonds when due, then such unpaid amount shall be payable from a direct annual ad valorem tax, unlimited as to rate or amount, on all property within the County subject to taxation for bond purposes; and,
WHEREAS, the Sales Tax Act requires that the County segregate the proceeds of SPLOST VII and apply the proceeds of the same to the payment of the Bonds and costs of the Projects not being paid from the proceeds of the Bonds, and the County proposes to authorize and direct the State of Georgia, Department of Revenue, Sales and Use Tax Division, to remit all proceeds of SPLOST VII directly to United Bank, located in Jackson, Georgia, as sales tax custodian (in such capacity, the “Custodian”) pursuant to a Custodial Agreement, between the County and the Custodian (the “Custodial Agreement”) delivered simultaneously with the issuance of the Bonds; and,
WHEREAS, the County has entered into an Intergovernmental Agreement with the City of Flovilla, the City of Jackson, the City of Jenkinsburg (each a “Municipality”), and the Butts County, City of Flovilla, City of Jackson, and City of Jenkinsburg Water and Sewer Authority (the “Water and Sewer Authority”) dated August 21, 2017 (the “Intergovernmental Agreement”) providing for the creation of certain funds by the County, the Municipalities and the Water and Sewer Authority, and for the distribution of the SPLOST VII revenues, among other things; and,
WHEREAS, it is necessary that the Board of Commissioners levy an ad valorem tax, unlimited as to rate or amount, for the purpose of paying the principal of and interest on the Bonds as the same mature in the event sufficient moneys are not available from SPLOST V and such ad valorem tax, unlimited as to rate or amount, shall be levied to the extent required to produce funds sufficient to pay the principal of and interest on the Bonds in each calendar year as hereinafter set forth; and,
WHEREAS, to ensure compliance with Securities and Exchange Commission Rule 15c212, to the extent such rule applies to the Bonds and the County, it is necessary and desirable that the County execute and deliver a Continuing Disclosure Certificate, to be dated the date of the issuance and delivery of the Bonds; and,
WHEREAS, in order to issue and deliver the Bonds, it is necessary to authorize the execution of such Bonds, to establish the date, denominations, rate or rates of interest for such Bonds, to authorize the levy of the annual ad valorem tax on the taxable property within the County, and to authorize the acceptance of an offer to purchase such Bonds from, and the sale of such Bonds to the Purchaser.
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners, acting for and on behalf of the County and it is hereby resolved by authority of the same, as follows:
Section 1. Recitals and Premises a Part of Agreement. The Board of Commissioners hereby declares that the foregoing recitals and premises shall constitute a substantive part of this resolution.
Section 2. Authorization of Bonds. There is hereby authorized to be issued, executed, and delivered $7,000,000 in original aggregate principal amount of general obligation bonds designated BUTTS COUNTY, GEORGIA GENERAL OBLIGATION (SALES TAX) BONDS, SERIES 2018. The Bonds shall be issued only as fully registered bonds without coupons in denominations of $5,000 or any integral multiples thereof, and shall bear interest from the date of delivery at the rates per annum as set forth on Exhibit B (computed on the basis of a 360-day year of twelve 30-day months). Interest shall be payable semiannually on April 1 and October 1, beginning October 1, 2018, in the amounts specified on Exhibit B and the principal shall mature in the amounts set forth below:
April 1 of the Year
The Bonds authorized hereby will be lettered “R” and shall be numbered separately from 1 upward in order of maturity, according to the records of the Bond Registrar. All the covenants, agreements, and provisions of this Resolution shall be for the equal and proportionate benefit and security of all owners of the Bonds issued hereunder and the interest thereto appertaining without preference, priority, or distinction as to the charge, lien, or otherwise of any one Bond over any other Bond.
Section 3. Designation of Paying Agent and Bond Registrar. U.S. Bank National Association is hereby designated to act as Paying Agent, Bond Registrar and Authentication Agent with respect to the Bonds.
Section 4. Payment. The County shall deposit for use by the Paying Agent amounts sufficient to pay in full the principal of and interest on the Bonds as the same become due as set forth on Exhibit B, which is attached hereto and incorporated herein by this reference.
Section 5. Optional Redemption. The Bonds are not subject to redemption prior to maturity.
Section 6. Debt Service Fund and SPLOST Funds. In accordance with the Intergovernmental Agreement, there is hereby authorized and directed to be created a fund entitled “2018 Butts County Special Purpose Local Option Sales Tax Fund” (the “2018 SPLOST Fund”), a fund entitled “2018 Debt Service Fund,” a fund entitled “2018 Butts County SPLOST Fund,” a fund for each Municipality similarly titled (each a “Municipality SPLOST Fund”) and a fund for the Water and Sewer Authority similarly titled (the “Water and Sewer Authority SPLOST Fund,” and together with the County SPLOST Fund and Municipality SPLOST Funds, the “SPLOST Funds”). SPLOST VII proceeds received by the County shall be immediately deposited into the 2018 SPLOST Fund, then in any bond year (the “Bond Year”) (beginning April 2 of each year and ending April 1 of the following year, except for the first Bond Year which will begin on January 1, 2019 and end on April 1, 2019) shall first be transferred into the 2018 Debt Service Fund for the payment of the principal of and interest on the Bonds, until the debt service requirements for that year shall be satisfied and second into the SPLOST Funds in accordance with Section 5 of the Intergovernmental Agreement. No SPLOST VII proceeds shall be distributed by the County into the SPLOST Funds until after compliance with the provisions of O.C.G.A. § 48-8-121(e) for satisfying the annual debt service requirements on the Bonds.
Section 7. Payments; Record Date. Payments of interest and principal shall be made by the Paying Agent by check or draft mailed to the registered owner of record as of the fifteenth day immediately preceding the applicable interest payment date, at such owner’s address as it appears on the registration books of the County, maintained by the Bond Registrar, or at such other address as is furnished in writing by such registered owner to the Bond Registrar, or by wire transfer to the owner(s) of the Bonds at a wire transfer address that the owner(s) has provided to the Paying Agent. Upon final maturity, the final payment of principal of the Bonds shall be payable upon the presentation and surrender of the Bonds to the Paying Agent. Both the principal of and interest on the Bonds shall be payable in lawful money of the United States of America.
Section 8. Payments Due on Saturday, Sunday or Holiday. If a payment on the Bonds is due on a Saturday, Sunday or any day that the principal corporate trust office of the Paying Agent is authorized or required by law to remain closed, such payment shall be made on the next succeeding business day with the same force and effect as if such payment had been made on the original due date.
Section 9. Transferred, Lost or Stolen Bonds. The Bonds are transferable only on the books and records maintained by the Bond Registrar for that purpose. The County, the Paying Agent, and the Bond Registrar may deem and treat the registered owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment of the principal of and interest on such Bond, and for all other purposes whatsoever, and neither the County, the Paying Agent, nor the Bond Registrar shall be affected by any notice to the contrary. The Bonds may be transferred upon surrender thereof to the Bond Registrar, together with an assignment duly executed by the registered owner or such registered owner’s attorney duly authorized in writing, in the form imprinted on the Bonds or in any other form satisfactory to the Bond Registrar. Upon any such transfer of ownership, the Bond Registrar shall cause to be executed and delivered a new Bond or Bonds registered in the name of the transferee in the same aggregate principal amount, maturity, and interest rate as the Bond or Bonds surrendered for transfer and in any authorized denomination. Bonds may be exchanged for a like aggregate principal amount of Bonds of the maturity and interest rate and of authorized denominations.
Upon surrender for transfer of any Bond, the Bond Registrar shall authenticate and register a new, fully registered Bond or Bonds for the same aggregate principal amount, maturity, and interest rate, shall execute the Certificate of Authentication on each such Bond, and shall deliver such Bond or Bonds to the transferee or transferees.
For every exchange or registration of transfer of Bonds, the Bond Registrar may make a charge sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer, but no other charge may be made to the owner for any exchange or registration of transfer of Bonds.
In case any Bond shall become mutilated or be destroyed or lost, the County may cause to be executed and delivered a new Bond of like type, date, number, and tenor in exchange and substitution for and upon cancellation of such mutilated Bond, or in lieu of and in substitution for such Bond destroyed or lost, upon the registered owner of such Bond paying the reasonable expenses and charges of the County in connection therewith and, in case of a Bond destroyed or lost, the registered owner’s filing with the County evidence satisfactory to it that such Bond was destroyed or lost, and of the registered owner’s ownership thereof, and furnishing the County, the Paying Agent, and the Bond Registrar with indemnity satisfactory to them. If any such Bond shall have matured, instead of issuing a new Bond, the County may pay the same.
Section 10. Form of Bonds. The Bonds, the Certificate of Authentication, the Validation Certificate, and the Assignment shall be substantially in the forms set forth in Exhibit A attached hereto, provided that some of the text of each such Bond may appear on the reverse side of the Bond, with such variations, omissions, substitutions, and insertions as may be required or permitted by this resolution.
Section 11. Execution, Authentication. The Bonds shall be executed for and on behalf of the County by the manual signature of the Chairman of the Board of Commissioners (the “Chairman”), and the County’s seal shall be impressed or imprinted thereon and attested by the manual signature of the Clerk of the Board of Commissioners (the “County Clerk”). In case any officer whose signature shall appear on any Bond shall cease to be such officer before delivery of any Bonds, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer remained in office until such delivery.
No Bond shall be valid or become obligatory for any purpose or be entitled to any benefit until such Bond shall have been authenticated and registered upon the bond registration books of the County maintained for that purpose. Such authentication and registration shall be evidenced by the execution by the manual signature of the Bond Registrar on the Certificate of Authentication contained on the Bond.
Section 12. Securities Depository; Ownership of Bonds.
(a) Upon initial issuance, the ownership of the Bonds shall be registered in the name of the Securities Depository or the Securities Depository Nominee, and ownership thereof shall be maintained in Book-Entry Form by the Securities Depository for the account of the Agent Members thereof. Initially, the Bonds shall be registered in the name of Cede & Co., as the nominee of The Depository Trust Company. Beneficial Owners will not receive the Bonds from the Paying Agent evidencing their ownership interests. Except as provided in subsection (c) of this Section 12, the Bonds may be transferred, in whole but not in part, only to the Securities Depository or the Securities Depository Nominee, or to a successor Securities Depository selected or approved by the County or to a nominee of such successor Securities Depository.
(b) With respect to the Bonds registered in the name of the Securities Depository or the Securities Depository Nominee, the County, the Paying Agent, the Bond Registrar and the Authenticating Agent shall have no responsibility or obligation to any Agent Member or Beneficial Owner. Without limiting the foregoing, neither the County, the Paying Agent, the Bond Registrar, nor their respective affiliates shall have any responsibility or obligation with respect to:
(i) the accuracy of the records of the Securities Depository, the Securities Depository Nominee or any Agent Member with respect to any beneficial ownership interest in the Bonds;
(ii) the delivery to any Agent Member, any Beneficial Owner or any other person, other than the Securities Depository or the Securities Depository Nominee, of any notice with respect to the Bonds; or
(iii) the payment to any Agent Member, any Beneficial Owner or any other person, other than the Securities Depository or the Securities Depository Nominee, of any amount with respect to the principal or interest on the Bonds.
So long as the Bonds are registered in Book-Entry Form, the County, the Paying Agent and the Bond Registrar may treat the Securities Depository as, and deem the Securities Depository to be, the absolute owner of such Bonds for all purposes whatsoever, including without limitation:
(i) the payment of principal of and interest on such Bonds;
(ii) giving notices of redemption (if applicable) and other matters with respect
to such Bonds;
(iii) registering transfers with respect to such Bonds; and
(iv) the selection of Bonds (if applicable) for redemption.
So long as the Bonds are registered in Book-Entry Form, the Paying Agent shall pay all principal of and interest on the Bonds only to the Securities Depository or the Securities Depository Nominee as shown in the bond register, and all such payments shall be valid and effective to fully discharge the County’s obligations with respect to payment of principal of and interest on the Bonds to the extent so paid.
(c) If at any time (i) the County determines that the Securities Depository is incapable of discharging its responsibilities described herein, (ii) if the Securities Depository notifies the County that it is unwilling or unable to continue as Securities Depository with respect to the Bonds, or (iii) if the Securities Depository shall no longer be registered or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation and a successor Securities Depository is not appointed by the County within 90 days after the County receives notice or becomes aware of such condition, as the case may be, then this Section 12 shall no longer be applicable and the County shall execute and the Bond Registrar and Authenticating Agent shall authenticate and deliver bonds representing the Bonds to the owners of the Bonds. The Bonds issued pursuant to this subsection (c) shall be registered in such names and authorized denominations as the Securities Depository, pursuant to instruction from Agent Member or otherwise, shall instruct the Bond Registrar. Upon exchange, the Bond Registrar shall deliver such bonds representing the Bonds to the persons in whose names such Bonds are so registered on the business day immediately preceding the date of such exchange.
(d) For purposes of this Section 12, the following terms shall have the meanings set forth below:
“Agent Member” means a member of, or participant in, the Securities Depository.
“Beneficial Owner” means the owners of a beneficial interest in the Bonds registered in Book-Entry Form.
“Book-Entry Form” or “Book-Entry System” means, with respect to the Bonds, a form or system, as applicable, under which (i) the ownership of beneficial interests in the Bonds may be transferred only through book-entry and (ii) physical Bonds in fully registered form are registered only in the name of a Securities Depository or its nominee as holder, with physical Bonds in the custody of a Securities Depository or its designee.
“Securities Depository” means any securities depository that is a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to provisions of Section 17A of the Securities Exchange Act of 1934, operating and maintaining, with its participants or otherwise, a Book-Entry System to record ownership of beneficial interest in bonds and bond service charges, and to effect transfers of bonds in Book-Entry Form, and means, initially, The Depository Trust Company (a limited purpose trust company), New York, New York.
“Securities Depository Nominee” means any nominee of a Security Depository and shall initially mean Cede and Co., New York, New York, as nominee of The Depository Trust Company.
Section 13. Proceeds. The proceeds derived from the sale of the Bonds, including accrued interest (if any), shall be applied by the County, simultaneously with the delivery of the Bonds, as follows:
(a) an amount not to exceed $135,500.00 representing the Costs of Issuance of the Bonds, shall be used for the payment of all costs and expenses in connection with the issuance and sale of the Bonds;
(b) an amount equal to $110,258.49 shall be used for the payment of capitalized interest on the Bonds through October 1, 2018; and
(c) the balance of the proceeds from the sale of the Bonds shall be applied to the Projects.
Section 14. Construction Fund. There is hereby created a special fund designated as the Butts County 2018 Construction Fund (the “2018 Construction Fund”). The remaining net bond proceeds as provided in paragraph 13(b) and (c) above shall be deposited to the credit of the 2018 Construction Fund. The Custodian (as defined below) shall hold, invest, reinvest, use and apply the moneys deposited into the 2018 Construction Fund as directed by the County and as provided in this Resolution.
All payments from the 2018 Construction Fund shall be made upon checks signed by an Authorized County Representative authorized to sign on its behalf. Any sums remaining in the 2018 Construction Fund after the payment of all costs incident to the acquisition and construction of the Projects shall be paid over by the Custodian of the 2018 Construction Fund to the County to be applied as required by law.
Section 15. Custodial Agreement. The execution, delivery and performance by the County of a Custodial Agreement between the County and United Bank, Jackson, Georgia, (the “Custodian”) as custodian of the 2018 SPLOST Fund, County SPLOST Fund, Debt Service Fund and 2018 Construction Fund is hereby authorized. The Custodial Agreement shall be in substantially the form attached hereto as Exhibit C, with such changes, insertions or omissions as may be approved by the Chairman of the Board of Commissioners, and the execution and delivery of the Custodial Agreement by the Chairman of the Board of Commissioners of the County as hereby authorized shall be conclusive evidence of any such approval. The County may, by resolution prior to or after the date of initial issuance of the Bonds, designate another Custodian to substitute for the Custodian herein named as a party to the Custodial Agreement hereby authorized.
Section 16. Ad Valorem Tax Levy. To the extent that the proceeds of SPLOST VII may be insufficient to pay the debt service on the Bonds as they mature, it is necessary to raise, by a direct annual ad valorem tax upon all the property within the territorial limits of the County subject to taxation for bond purposes, the sums set forth in Exhibit B attached hereto.
The Board of Commissioners therefore hereby resolves and authorizes the levy of a continuing direct annual ad valorem tax upon all the property within the territorial limits of the County subject to taxation for bond purposes, at such rate, without limitation, as will produce funds sufficient to pay the total amount of principal and interest in each Bond Year on the Bonds as set forth in Exhibit B attached hereto.
The County shall comply with the provisions of O.C.G.A. Section 48-5-32 and all other statutory requirements as may exist from time to time relating to the publication of any reports or notices required prior to establishing millage rates for each year for general obligation bond purposes.
Section 17. Purchase Agreement. The execution, delivery and performance of the Purchase Agreement are hereby authorized. The Purchase Agreement shall be in substantially the form presented at this meeting and on file with the County Clerk, with such changes, insertions or omissions as may be approved by the Chairman of the Board, and the execution and delivery of the Purchase Agreement by the Chairman of the Board as hereby authorized shall be conclusive evidence of any such approval.
Section 18. Costs of Issuance. A portion of the proceeds of the Bonds shall also be used to pay the costs incurred in connection with the execution and delivery of the Bonds, including, but not limited to, all printing expenses in connection with this resolution, the documents and certificates contemplated thereby, and the Bonds, legal fees and expenses of Counsel to the County, Bond Counsel and Underwriter’s Counsel, and any accounting expenses incurred in connection with the issuance and delivery of the Bonds. Invoices for such payments stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due shall be approved by an authorized county representative.
Section 19. Due Authorization. The Chairman, the County Clerk, and the County Manager are hereby authorized to take all actions relating to the authorization, issuance, and sale of the Bonds, including, but not limited to making covenants on behalf of the County, and to execute any and all documents necessary to issue the Bonds and to carry out the transaction contemplated by this resolution. All actions taken or to be taken by the Board of Commissioners, the Chairman, the County Clerk and the County Manager relating to the authorization, issuance, and sale of the Bonds shall be, and the same are hereby, ratified, confirmed, and approved.
Section 20. Tax Exemption. The County recognizes that the purchasers and owners of the Bonds will have accepted the Bonds on, and paid for the Bonds a price, which reflects the understanding that interest on such Bonds is not included in the gross income of the owners for federal income tax purposes under laws in force at the time the Bonds shall have been delivered.
The Chairman and the County Clerk are hereby authorized and directed to execute, for and on behalf of the County, a certification, based upon facts, estimates and circumstances, as to the reasonable expectations regarding the amount, expenditure and use of the proceeds of the Bonds as well as such other agreements, certificates, or documents as may be necessary or desirable in connection with the issuance, sale, and delivery of the Bonds.
The County shall take any and all action, which may be required from time to time, in order to assure that interest on the Bonds shall remain excludable from the gross income of the owners of the Bonds for federal income tax purposes and shall refrain from taking any action which would adversely affect such status.
Prior to or contemporaneously with delivery of the Bonds, the Chairman and the County Clerk shall execute a certificate as to arbitrage matters on behalf of the County respecting the investment of the proceeds of the Bonds. Such certificate shall be a representation and certification of the County, and an executed counterpart thereof shall be delivered to the Bond Registrar. The County shall not knowingly invest or participate in the investment of any proceeds of the Bonds if such investment would cause interest on any Bonds to become included in gross income for federal income tax purposes.
The Chairman, the County Clerk and the County Manager may also execute and deliver, on behalf of the County, (i) such agreements, filings, and other writings as may be necessary or desirable to cause or bind the County to comply with any requirements for rebate under Section 148(f) of the Internal Revenue Code of 1986, as amended (the “Code”), or (ii) such certificate or other writing as may be necessary or desirable to qualify for exemption from such rebate requirements.
The County shall calculate, from time to time, as required in order to comply with the provisions of Section 148(f) of the Code, the amounts required to be rebated (including penalties) to the United States and shall pay or cause to be paid to the United States any and all of such amounts on or before the due date.
The County hereby covenants and agrees that it will not use or permit any use of the proceeds of the sale of any Bonds, or use or permit the use of any of the facilities being financed thereby, which would cause any Bonds or any portion thereof to be “private activity bonds” within the meaning of Section 141 of the Code.
Section 21. Permitted Investments. Moneys on deposit in the Debt Service Fund, County SPLOST Fund and 2018 Construction Fund shall be invested and reinvested in any investments authorized by the laws of the State of Georgia. All such investments shall be deemed at all times to be a part of the Debt Service Fund, County SPLOST Fund and 2018 Construction Fund, respectively, as the case may be, and the interest accruing thereon and any profit realized therefrom shall be credited to the Debt Service Fund, County SPLOST Fund or 2018 Construction Fund, respectively, and any loss resulting therefrom shall be charged to the Debt Service Fund, County SPLOST Fund or 2018 Construction Fund, respectively.
Section 22 Official Statement. The County has caused to be distributed a Preliminary Official Statement, dated April 6, 2018, with respect to the Bonds, and the County shall execute and deliver an Official Statement in final form, and the execution and delivery of the Official Statement in final form be and the same are hereby authorized and approved. The County hereby represents and warrants the Preliminary Official Statement with respect to the Bonds previously furnished to the Underwriter was “deemed final” within the meaning of Securities Exchange Act Rule 15c2-12, except for permitted omissions. The Chairman of the Board is hereby authorized to execute and deliver the Official Statement for and on behalf of the County, and the Official Statement shall be in substantially the form of the Preliminary Official Statement as presented to the Board at its meeting and filed with the Clerk of the Board, subject to such minor changes, insertions or omissions as may be approved by the Chairman of the Board, and the execution of said Official Statement by the Chairman of the Board as hereby authorized shall be conclusive evidence of any such approval. The distribution of the Official Statement for and on behalf of the County is hereby authorized and approved.
Section 23. Debt Limitation. The issuance of the Bonds shall not exceed any debt limitation prescribed by the Constitution of the State of Georgia.
Section 24. Continuing Disclosure. The County agrees to undertake all responsibility for compliance with the continuing disclosure requirements contained in Securities and Exchange Commission Rule 15c2-12(b)(5) pursuant to the Continuing Disclosure Certificate to be executed the date of issuance and delivery of the Bonds. Notwithstanding any other provision of this Resolution, failure of the County to comply with the Continuing Disclosure Certificate shall not be considered a default on the Bonds; however, any holder or Beneficial Owner of Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the County to comply with its obligations under this Resolution and the Bonds. For purposes of this Section, “Beneficial Owner” means any person which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (ii) is treated as the owner of any Bonds for federal income tax purposes.
Section 25. Post Issuance Compliance Procedures. The County hereby adopts the post-issuance compliance procedures attached hereto as Exhibit D.
Section 26. Other Resolutions. All resolutions and parts of resolutions in conflict with this resolution, if any, shall be and the same are hereby repealed.
Section 27. Vice Chairman Authorization. Notwithstanding anything herein to the contrary, any action that the Chairman is required, permitted, or otherwise authorized to take in connection with the Bonds may be taken by the Vice Chairman of the Board of Commissioners (the “Vice Chairman”), in the absence at the time or in the event of the vacancy in the office of the Chairman or the incapacity at the time of the Chairman. These actions shall include execution, delivery, or performance of any certificate, agreement, contract, instrument, document, or other writing relating to the Bonds, including the execution of the Bonds. To this end, this resolution shall be construed so that all references to the Chairman may also be considered to be references to the Vice Chairman. The County Clerk shall determine whether the Chairman is absent or incapacitated or whether there is a vacancy in the office of Chairman so that the Vice Chairman may act under this Section, and the determination of the Secretary shall be binding and conclusive upon the Board of Commissioners.
Section 28. Execution. Because this resolution constitutes a contract binding the County, it is proper and appropriate for the Chairman to execute the same on behalf of the County and for the County Clerk to attest and affix the seal of the County.[Signature Page Follows]
Adopted at Jackson, Georgia on April 11, 2018.[SEAL]
By: /S/ J. Michael Brewer, Clerk, Board of Commissioners
BUTTS COUNTY BOARD OF COMMISSIONERS
By: /S/ Russ Crumbley, Chairman
FORM OF BOND
Butts County, Georgia General Obligation (Sales Tax) Bonds Series 2018
DEBT SERVICE SCHEDULE
POST-ISSUANCE COMPLIANCE PROCEDURES [Attached]
STATE OF GEORGIA, BUTTS COUNTY
The undersigned Clerk of Butts County, Georgia, DOES HEREBY CERTIFY that the foregoing pages of typewritten matter constitute a true and correct copy of a resolution adopted by the Board of Commissioners of Butts County, Georgia on April 11, 2018 at a meeting duly called and assembled and open to the public and at which a quorum was present and acting throughout, which resolution has not been modified, repealed, revoked or rescinded as of the date hereof.
This 11th day of April, 2018.
/S/ J. Michael Brewer, Clerk
Motion: Rivers K
Second: Henderson R
Disp: Pass 4-0
Author: Garner J & Sharpton B