RESOLUTION
NO. _________


WHEREAS, Columbus, Georgia (the “Issuer”) is a political subdivision of the State of Georgia, duly created and validly existing pursuant to the laws of the State of Georgia and owns a water and sewerage system (the “System”) in the City of Columbus, Georgia; and

WHEREAS, the Issuer has heretofore obtained certain loans from the Georgia Environmental Finance Authority (“GEFA”) to finance certain additions, expansions and repairs to its System, including the following: (i) GEFA Loan # CW93004 currently outstanding in an amount equal to $3,829,359, (ii) GEFA Loan # CW97001P1 currently outstanding in an amount equal to $9,505,134, and (iii) GEFA Loan # DW97109 currently outstanding in an amount equal to $2,148,350 (collectively, the “GEFA Loans”); and

WHEREAS, based upon market conditions and other factors relevant to the sound and prudent operation and management of the System, the Issuer from time to time provides for the issuance of refunding bonds in order to achieve certain policies and objectives including, without limitation, the realization of present value savings of not less than three percent (3%): and

WHEREAS, on November 12, 2012 the Columbus Board of Water Commissioners (the “Board”) adopted a resolution determining that it was in the best interests of the Issuer to pursue the refunding of all or a portion of the GEFA Loans by issuing bonds secured with a lien on the revenues of the System that was subordinate to all other outstanding debt; and

WHEREAS, on November 13, 2012 the Issuer adopted a resolution instructing the appropriate personnel to pursue the refunding of all or a portion of the GEFA Loans by issuing bonds secured with a lien on the revenues of the System that was subordinate to all other outstanding debt; and

WHEREAS, notwithstanding the adoption of such resolution and the delivery of such instructions, the Issuer and the Board based up prevailing market conditions and other factors relating to the proposed refunding transaction, subsequently decided not to proceed with the refunding of the GEFA Loans through the issuance of bonds secured with a junior lien on the revenues of the system; and

WHEREAS, in addition to the GEFA Loans, the Issuer has previously issued $40,000,000 in original aggregate principal amount of its Water and Sewerage Revenue Bonds, Series 2007 (the “Series 2007 Bonds”); and

WHEREAS, on January 14, 2013, the Board adopted a resolution determining that, after reevaluating market conditions and taking into account other factors relevant to the sound and prudent operation and management of the System, including particularly the ability of the Issuer to achieve certain policies and objectives including, without limitation, the realization of present value saving of not less than three percent (3%), it is now in the best interests of the Issuer to pursue the refunding of all or a portion of the GEFA Loans and, in addition, all or a portion of the Series 2007 Bonds by issuing bonds secured on a parity with the Issuer’s Water and Sewerage Revenue Bonds, Series 2012A and Series 2012B and, accordingly, has recommended that Issuer authorize Columbus Water Works to pursue the refunding of all or a portion of the GEFA Loans and the Series 2007 Bonds;

NOW, THEREFORE, THE COUNCIL OF COLUMBUS, GEORGIA HEREBY RESOLVES:

Section 1. Authority for Resolution. This resolution is adopted pursuant to the provisions of the Constitution and laws of the State of Georgia, including, but not limited to, the Revenue Bond Law of the State of Georgia (O.C.G.A. Section 36-82-60 et seq., as amended, the “Act” ).

Section 2. Findings. It is hereby ascertained, determined and declared that based upon market conditions and other factors relevant to the sound and prudent operation and management of the System and the recommendation of the Board which is set forth in the attached resolution of the Board adopted January 14, 2013, it is appropriate to proceed with the necessary steps to provide for the refunding of all or a portion of the GEFA Loans and the Series 2007 Bonds, which refunding shall benefit the Issuer and the citizens of the City of Columbus, Georgia served by the System, and will otherwise further the public purposes intended to be served by the Act.

Section 3. Authorization to Proceed with Refunding. The Issuer hereby authorizes and directs that the appropriate employees, agents, representatives and advisors to the Issuer, including the management and employees of the Columbus Water Works, take such actions as deemed necessary and appropriate to provide for the refunding of all or a portion of the GEFA Loans and the Series 2007 Bonds, subject to final approval of definitive documents and related interest rates, terms and conditions by the Issuer.

Section 4. General Authority. From and after the adoption of this resolution, the proper officers, members, agents and employees of the Issuer and the Board are hereby authorized, empowered and directed to do all such acts and things, including, but not limited to executing and delivering all documents, instruments, or certificates as may be necessary or convenient to carry out and comply with the provisions of this resolution.

Section 5. Actions Approved and Confirmed. All acts and doings of the officers, members, agents and employees of the Issuer which are in conformity with the purposes and intent of this resolution and the execution, delivery and performance of the Indenture and matters approved herein are hereby in all respects approved and confirmed.

Section 6. Effective Date. This resolution shall effect immediately upon its adoption and upon the approval of the actions of the Issuer authorized herein by the Council of Columbus, Georgia.

Introduced at a regular meeting of the Council of Columbus, Georgia, held on the 22nd day of January, 2013 and adopted at said meeting by the affirmative vote of _____ members of the council.


Councilor Allen voting ____________.
Councilor Baker voting ___________.
Councilor Barnes voting __________.
Councilor Davis voting ___________.
Councilor Henderson voting ________.
Councilor Huff voting _____________.
Councilor McDaniel voting _________.
Councilor Thomas voting __________.
Councilor Pugh voting ____________.
Councilor Woodson voting ________.


_________________________________ ___________________________________
TINY B. WASHINGTON, CLERK TERESA PIKE TOMLINSON, MAYOR


Cols Water Wks Resolution     1-22-13.pdf