RESOLUTION
NO. ________

A RESOLUTION OF THE COUNCIL OF COLUMBUS, GEORGIA (THE "COUNCIL") AUTHORIZING THE ISSUANCE OF COLUMBUS, GEORGIA WATER AND SEWERAGE REVENUE BONDS, SERIES 2016 IN ACCORDANCE WITH THE REQUEST OF THE COLUMBUS, GEORGIA BOARD OF WATER COMMISSIONERS (THE “BOARD”) AS SET FORTH IN COUNCIL RESOLUTION NO. 25-16; TO REAFFIRM THE PROVISIONS OF RESOLUTION NO. 25-16 WHICH ARE NOT IN CONFLICT HEREWITH; TO AUTHORIZE THE MAYOR AND OTHER OFFICIALS OF COLUMBUS TO TAKE SUCH FURTHER ACTIONS AS ARE NECESSARY TO PROVIDE FOR THE SALE, ISSUANCE AND DELIVERY OF THE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $72,000,000 FOR THE PURPOSE OF REFUNDING THE SERIES 2009 BONDS AS DEFINED HEREIN AND FOR FINANCING CERTAIN ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE SYSTEM AS DEFINED HEREIN; AND FOR OTHER PURPOSES.

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 Columbus, Georgia; and

WHEREAS, under and by virtue of the Constitution and laws of the State of Georgia, including particularly the Revenue Bond Law of the State of Georgia (O.C.G.A. Section 36-82-60 et seq., as amended, the “Act”), the Issuer has the authority to issue interest-bearing revenue bonds for the purpose of (i) financing or refinancing, in whole or in part, the costs of certain additions, extensions and improvements to the System, and acquiring the necessary property therefor, both real and personal and (ii) paying expenses incident thereto; and

WHEREAS, the Council, at the request of the Board, as set forth in the Resolution adopted by the Board on February 8, 2016 (the “Board Resolution”), now proposes to issue revenue bonds for the purpose of (a) financing or refinancing certain additions, extensions and improvements to the System (the “Project”), (b) refunding all or a portion of the Issuer’s outstanding $41,780,000 in original aggregate principal amount Water and Sewerage Revenue Bonds, Series 2009 (the “Series 2009 Bonds”), and (c) paying all or a portion of the costs of issuance of the Series 2016 Bonds; and

WHEREAS, based on the Board’s recommendations recited in the Board Resolution, the Issuer proposes to issue not to exceed $72,000,000 in aggregate principal amount (such principal amount to be inclusive of any premium received from the sale of the bonds) of its Columbus, Georgia Water and Sewerage Revenue Bonds, Series 2016 (the “Series 2016 Bonds”) for such purposes; and

WHEREAS, the Issuer has determined that the issuance of the Series 2016 Bonds will reduce the cost of providing water and sewerage services to the citizens of Columbus, Georgia served by the Issuer’s System and further the public purposes for which the Issuer was created; and

WHEREAS, the Series 2016 Bonds will be issued pursuant to a Trust Indenture, dated as of February 1, 2012 (the “Original Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by various supplemental indentures including the Fifth Supplemental Trust Indenture, dated as of April 1, 2016 (the “Fifth Supplemental Indenture” and the Original Indenture as supplemented, the “Indenture”), between the Issuer and the Trustee; and

WHEREAS, the Issuer proposes to authorize and approve the use and distribution of a Preliminary Official Statement (the “Preliminary Official Statement”) and to authorize the execution, use and distribution of an Official Statement (the “Official Statement”), in connection with the offering and sale of the Series 2016 Bonds; and

WHEREAS, the Issuer desires to approve the execution of a Rule 15c2-12 Certificate (the “Rule 15c2-12 Certificate”) in connection with the Series 2016 Bonds; and

WHEREAS, the Issuer proposes to authorize and approve the execution and delivery by the Mayor of the Issuer of a Bond Purchase Agreement (the “Bond Purchase Agreement”) relating to the sale of the Series 2016 Bonds to one or more underwriters, including but not limited to Stifel, Nicolaus & Company, Incorporated, as representative of itself and SunTrust Robinson Humphrey, Inc. (collectively, the “Underwriter”), subject to the limitations provided herein; and

WHEREAS, it is proposed that the Issuer should authorize the execution, delivery and performance of a Continuing Disclosure Agreement (the “Disclosure Agreement”);

NOW, THEREFORE, BE IT RESOLVED:

Section 1. Authority for Bond Resolution. This resolution is adopted pursuant to the provisions of the Act.

Section 2. Findings. It is hereby ascertained, determined and declared that:

Section 3. Authorization of Financing of Project and Refunding of Series 2009 Bonds. The financing of the Project and the refunding of the Series 2009 Bonds is hereby authorized.

Section 4. Authorization of Issuance of Series 2016 Bonds. The issuance of not to exceed $72,000,000 in aggregate principal amount (such principal amount to be inclusive of any premium received from the sale of the bonds) of revenue bonds of the Issuer designated as “Columbus, Georgia Water and Sewerage Revenue Bonds, Series 2016” is hereby authorized. The Issuer shall approve the final terms of the Series 2016 Bonds in a supplemental resolution to be adopted prior to the issuance of the Series 2016 Bonds. The Series 2016 Bonds shall bear interest from their date of issuance until their payment at the respective rate or rates of interest per annum authorized in such supplemental resolution, but in no event shall any Series 2016 Bonds bear interest at an interest rate in excess of 5.50% per annum, which interest shall be payable on the dates provided in the supplemental resolution authorizing the final terms of such series of Series 2016 Bonds. The Series 2016 Bonds shall mature on such date or dates as may be provided in the supplemental resolution authorizing the final terms of such series of Series 2016 Bonds, but in no event later than May 1, 2036. The maximum annual debt service on the Series 2016 Bonds in any bond year shall not exceed $7,100,000. The Series 2016 Bonds shall be issued as fully registered Series 2016 Bonds in various denominations with such rights of exchangeability and registration of transfer and shall be in the form and executed and authenticated in the manner provided in the Indenture. The term “Series 2016 Bonds” as used herein shall be deemed to mean and include the Series 2016 Bonds as initially issued and delivered and Series 2016 Bonds issued in exchange therefor, or upon registration of transfer of, Series 2016 Bonds previously issued.

Any Series 2016 Bonds hereafter issued in exchange for, or upon registration of transfer of, the Series 2016 Bonds initially issued and delivered shall be executed in accordance with the provisions of the Indenture, and such execution by the Mayor and Clerk of Council of Columbus, Georgia, whether present or future, is hereby authorized. A certificate of validation shall be endorsed upon each of the Series 2016 Bonds hereafter issued, and the Clerk of the Superior Court of Muscogee County, Georgia, is instructed to execute such certificate of validation upon the written request of the Trustee or the Issuer, specifying that such Series 2016 Bond is being issued in exchange for or upon registration of transfer of one of the Series 2016 Bonds previously issued and delivered.

Section 5. Authorization of Fifth Supplemental Indenture. The execution, delivery and performance of the Fifth Supplemental Indenture relating to the Series 2016 Bonds between the Issuer and the Trustee be, and the same are, hereby authorized and approved. The Fifth Supplemental Indenture shall be executed by the Mayor and attested by the Clerk of the Council of Columbus, Georgia, and shall be in substantially the form on file with the Clerk of the Council, subject to such changes, insertions or omissions as may be approved by the Mayor of the Issuer, and the execution of such Fifth Supplemental Indenture by the Mayor and Clerk of the Council of Columbus, Georgia as hereby authorized shall be conclusive evidence of any such approval.

Section 6. Authorization of the Bond Purchase Agreement. The execution, delivery and performance of the Bond Purchase Agreement relating to the Series 2016 Bonds between the Issuer and the Underwriter be, and the same are, hereby authorized and approved. The Bond Purchase Agreement shall be executed by the Mayor and attested by the Clerk of the Council of Columbus, Georgia, and shall be in substantially the form on file with the Clerk of Council, subject to such changes, insertions or omissions as may be approved by the Mayor of the Issuer, and the execution of such Bond Purchase Agreement by the Mayor and Clerk of the Council of Columbus, Georgia as hereby authorized shall be conclusive evidence of any such approval.

Section 7. Authorization of Preliminary Official Statement. The use and distribution of the Preliminary Official Statement with respect to the Series 2016 Bonds in substantially the form on file with the Clerk of the Council, subject to such changes, insertions or omissions as may be approved by the Mayor of the Issuer is hereby authorized and approved. The Mayor of the Issuer is hereby authorized to “deem final” the Preliminary Official Statement within the meaning of SEC Rule 15c2-12 of the Securities and Exchange Commission.

Section 8. Execution of the Rule 15c2-12 Certificate. The execution, delivery and performance of the Rule 15c2-12 Certificate be, and the same are, hereby authorized and approved. The Rule 15c2-12 Certificate shall be executed by the Mayor and the designated official of the Board, and shall be in substantially the form on file with the Clerk of Council, subject to such changes, insertions or omissions as may be approved by the Mayor of the Issuer, and the execution of such Rule 15c2-12 Certificate by the Mayor and the designated official of the Board as hereby authorized shall be conclusive evidence of any such approval.

Section 9. Authorization of Official Statement. The execution, delivery and use of the Official Statement is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement, with such changes, insertions or omissions as may be approved by the Mayor of the Issuer, and the execution and delivery by the Mayor as hereby authorized shall be conclusive evidence of the approval of any such changes, insertions or omissions.

Section 10. Authorization of Disclosure Agreement. The execution, delivery and performance of the Disclosure Agreement is hereby authorized and approved. The Disclosure Agreement shall be executed by the Mayor and the designated official of the Board, and shall be in substantially the form on file with the Clerk of the Council, subject to such changes, insertions or omissions as may be approved by the Mayor of the Issuer, and the execution of such Disclosure Agreement by the Mayor and the designated official of the Board as hereby authorized shall be conclusive evidence of any such approval.

Section 11. Designation of Trustee. U.S. Bank National Association is hereby designated as the Trustee under the Indenture for the Series 2016 Bonds.

Section 12. Execution of the Series 2016 Bonds. The Series 2016 Bonds shall be executed in the manner provided in the Indenture and the same shall be delivered to the Trustee for proper authentication and delivery with instructions to that effect as provided in such Indenture. Anything herein or in the Indenture to the contrary notwithstanding, the Mayor Pro Tem is hereby authorized to execute the Series 2016 Bonds in the event of the absence or incapacity of the Mayor, and the Deputy Clerk is hereby authorized to attest the Series 2016 Bonds in the absence or incapacity of the Clerk of the Council of Columbus, Georgia.

Section 13. Validation of Series 2016 Bonds. In order to proceed with the validation of the Series 2016 Bonds, the Mayor is hereby authorized and directed to notify the District Attorney of the Chattahoochee Judicial Circuit of the action taken by the Issuer as shown by this resolution, to request the District Attorney to institute proper proceedings to confirm and validate the Series 2016 Bonds and to pass upon the security therefor, to acknowledge service and to make answer on behalf of the Issuer in such proceedings. The Mayor is authorized to take any and all further action and to execute any and all further instruments and pleadings as such Mayor might deem necessary to accomplish validation of the Series 2016 Bonds.

Section 14. Information Reporting Pursuant to Section 149(e) of the Code. The Mayor of the Issuer (together with the designated official of the Board), is hereby authorized to sign and file or cause to be filed one or more completed Information Returns for Tax-Exempt Bonds (IRS Form 8038-G) relating to the Series 2016 Bonds as required by Section 149(e) of the Internal Revenue Code of 1986, as amended (the “Code”) or as otherwise required pursuant to any other formal guidance from the U.S. Treasury related thereto.

Section 15. Authorization of Non Arbitrage Certification. The Mayor of the Issuer (together with the designated official of the Board), is hereby authorized to execute one or more non arbitrage certifications with respect to the Series 2016 Bonds in order to comply with the Code, the applicable Treasury Regulations thereunder, and to assist King & Spalding LLP, as Bond Counsel to the Issuer, in rendering its legal opinion that the interest on the Series 2016 Bonds is excludable from gross income for federal income tax purposes.

Section 16. Waiver of Audit. The waiver of the performance audit or performance review by the Issuer with respect to the Series 2016 Bonds as such terms are described in O.C.G.A. Section 36-82-100 is hereby authorized and approved.

Section 17. No Personal Liability. No stipulation, obligation or agreement herein contained or contained in the Indenture or any other document relating to the Series 2016 Bonds (collectively, the “Bond Documents”) shall be deemed to be a stipulation, obligation or agreement of any officer, member, agent or employee of the Issuer in his or her individual capacity and no such officer, member, agent or employee shall be personally liable on the Series 2016 Bonds or the Bond Documents or be subject to personal liability or accountability by reason of the issuance of the Series 2016 Bonds.

Section 18. General Authority. From and after the adoption of this resolution, the proper officers, members, agents and employees of the Issuer 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 and are further authorized to take any and all further actions and to execute and deliver any and all other documents, closing papers and certificates, as may be necessary or desirable in connection with the validation, issuance, sale and delivery of the Series 2016 Bonds as approved herein.

Section 19. 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 in furtherance of the issuance of the Series 2016 Bonds and the execution, delivery and performance of the Bond Documents and other documents and matters approved herein are hereby in all respects approved and confirmed.

Section 20. Severability of Invalid Provisions. If any one or more of the agreements or provisions herein contained, in the Series 2016 Bonds or in the Bond Documents shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining agreements and provisions and shall in no way affect the validity of any of the other agreements and provisions hereof, of the Bond Documents, or of the Series 2016 Bonds authorized hereunder.

Section 21. Repealing Clause. Any and all resolutions or parts of resolutions in conflict with this Bond Resolution are hereby repealed, and this Bond Resolution shall be of full force and effect from and after its adoption.

Section 22. Effective Date. This Bond Resolution shall take 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 8th day of March, 2016, and adopted at said meeting by the affirmative vote of ________ members of said Council.

Councilor Allen voting_____________.
Councilor Baker voting_____________.
Councilor Barnes voting____________.
Councilor Buck voting______________.
Councilor Davis voting_____________.
Councilor Henderson voting_________.
Councilor Huff voting______________.
Councilor Pugh voting______________.
Councilor Thomas voting___________.
Councilor Woodson voting___________.


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



CLERK’S CERTIFICATE


The undersigned Clerk of the Council of Columbus, Georgia (the “Issuer”), does hereby certify that the foregoing pages of typewritten matter constitute a true and correct copy of a resolution that was duly adopted on March 8, 2016 by the Issuer in a meeting duly called and assembled, which meeting was open to the public and at which a quorum was present and acting throughout, that notice of such meeting was duly given in accordance with Georgia law, and that the original of such resolution appears of record in the minute book of the Issuer which is in my custody and control, and that the same has not been modified, amended, repealed or rescinded as of the date hereof.

Given under my hand and the seal of the Issuer, this the _____ day of March, 2016.




(SEAL)