$28,500,000 URBAN REDEVELOPMENT AGENCY OF AUGUSTA REVENUE BONDS (MUNICIPAL BUILDING RENOVATION PROJECT), SERIES 2014

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1 NEW ISSUE - BOOK ENTRY ONLY RATINGS: Moody s: Aa2 (See Rating herein) In the opinion of Bond Counsel, subject to the limitations and conditions described herein, interest on the Series 2014 Bonds (including any original issue discount properly allocable to a holder thereof) is exempt from present State of Georgia income taxation, is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. See LEGAL MATTERS Tax Exemption herein. $28,500,000 URBAN REDEVELOPMENT AGENCY OF AUGUSTA REVENUE BONDS (MUNICIPAL BUILDING RENOVATION PROJECT), SERIES 2014 Dated: Date of Issuance Due: October 1, as shown on the inside cover The Urban Redevelopment Agency of Augusta (the Agency ), a public body corporate and politic of the State of Georgia, is issuing its Revenue Bonds (Municipal Building Renovation Project), Series 2014 (the Series 2014 Bonds ) to finance (a) the construction, renovation and expansion of municipal buildings (the Project ) for Augusta, Georgia (the Consolidated Government ), (b) capitalized interest for the Series 2014 Bonds and (c) the costs of issuing the Series 2014 Bonds. See FINANCING PLAN herein. Interest on the Series 2014 Bonds is payable semiannually on April 1 and October 1 of each year (each such date, an Interest Payment Date ), commencing October 1, 2014 by U.S. Bank National Association, Atlanta, Georgia, as Paying Agent, to the owners thereof as shown on the registration books maintained by U.S. Bank National Association, Atlanta, Georgia, as Bond Registrar. The Series 2014 Bonds bear interest from the Interest Payment Date next preceding their date of authentication, except as provided herein. See THE SERIES 2014 BONDS Description herein. The Series 2014 Bonds are subject to optional redemption and mandatory sinking fund redemption prior to maturity as described herein. See THE SERIES 2014 BONDS Redemption herein. The Series 2014 Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (the Securities Depository ). The Securities Depository will act as securities depository for the Series 2014 Bonds. Purchases will be made only in book-entry form through the Participants (as herein defined) in the Securities Depository, and no physical delivery of the Series 2014 Bonds will be made to Beneficial Owners (as herein defined). Payment of principal of and interest on the Series 2014 Bonds will be made to Beneficial Owners by the Securities Depository through its Participants. As long as Cede & Co. is the registered owner of the Series 2014 Bonds, as nominee of the Securities Depository, references herein to the holders of the Series 2014 Bonds or registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the Series 2014 Bonds. See THE SERIES 2014 BONDS Book-Entry Only System herein. The Series 2014 Bonds are special limited obligations of the Agency payable solely from the Pledged Revenues, which include amounts paid to the Agency pursuant to an Intergovernmental Agreement, dated as of August 1, 2014 (the Contract ), between the Agency and the Consolidated Government. Under the Contract, the Consolidated Government has agreed to pay the Agency installment payments sufficient to pay the principal of, premium, if any, and interest on the Series 2014 Bonds when due. The Consolidated Government s obligation to make payments under the Contract is absolute and unconditional. Under the Contract, the Consolidated Government has agreed to levy an ad valorem property tax, within the millage limitation provided by law, on all property in the Consolidated Government subject to taxation for such purposes in order to make such Contract payments. See SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2014 BONDS herein. This cover page contains certain information for reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision. The Series 2014 Bonds are offered when, as, and if issued by the Agency, subject to prior sale and to withdrawal or modification of the offer without notice, and are subject to the approving opinion of Smith, Gambrell & Russell, LLP, Atlanta, Georgia, as Bond Counsel to the Consolidated Government. Certain matters will be passed upon for the Agency and for the Consolidated Government by their counsel, Shepard, Plunkett, Hamilton & Boudreaux, LLP, Augusta, Georgia and for the Consolidated Government by its Disclosure Counsel, Murray Barnes Finister LLP, Atlanta, Georgia. It is expected that the Series 2014 Bonds will be available for delivery through DTC on or about August 14, Dated: August 5, 2014

2 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND CUSIP NOS. Series 2014 Bonds Maturity Principal Interest (October 1) Amount Rate Yield CUSIP (1) 2018 $1,270, % 1.000% AF ,320, AG ,345, AH ,415, AJ ,485, AK ,530, AL ,575, c AM ,620, c AN ,670, c AP ,825, AR ,880, AS ,935, AT ,995, AU ,060, AV ,125, AW8 $3,450, % Term Bond Due October 1, 2028, Priced at 100%, CUSIP No AQ1 (1) c CUSIP data presented herein has been provided by Standard & Poor s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. Copyright American Bankers Association. Priced to the October 1, 2023 par call date.

3 URBAN REDEVELOPMENT AGENCY OF AUGUSTA Agency Commission Bob Young, Chairman Brad Owens, Vice Chairman Amanda Bryant Isaac McKinney Bonnie Ruben AUGUSTA, GEORGIA Augusta-Richmond County Commission Elected Officials Deke S. Copenhaver, Mayor William Fennoy Corey Johnson Mary Davis Alvin Mason Bill Lockett Joseph T. Jackson, III Donnie Smith Wayne Guilfoyle Marion Williams Grady Smith Appointed Officials Tameka Allen, Interim Administrator Donna Williams, Finance Director Lena J. Bonner, Clerk of Commission Andrew G. MacKenzie, General Counsel COUNSEL TO THE CONSOLIDATED GOVERNMENT AND THE AGENCY Shepard, Plunkett, Hamilton & Boudreaux, LLP Augusta, Georgia CONSOLIDATED GOVERNMENT AUDITOR Mauldin & Jenkins, LLC Macon, Georgia BOND COUNSEL Smith, Gambrell & Russell, LLP Atlanta, Georgia DISCLOSURE COUNSEL Murray Barnes Finister LLP Atlanta, Georgia FINANCIAL ADVISOR Public Financial Management, Inc. Atlanta, Georgia

4 No dealer, broker, salesman or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement and the Appendices hereto and, if given or made, such other information or representations must not be relied upon as having been authorized by the Agency or the Consolidated Government. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2014 Bonds by any person, in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the Consolidated Government and other sources which are deemed to be reliable. The information and expression of opinions herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create an implication that there has been no change in the affairs of the Consolidated Government or the Agency since the date hereof. THE SERIES 2014 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE BOND RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON CERTAIN EXEMPTIONS SET FORTH IN SUCH ACTS. THE REGISTRATION, QUALIFICATION OR EXEMPTION OF ANY SERIES 2014 BONDS IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTIONS WHEREIN THESE SECURITIES HAVE BEEN REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. IN MAKING AN INVESTMENT DECISION INVESTORS MAY RELY ON THEIR OWN EXAMINATION OF THE AGENCY AND THE CONSOLIDATED GOVERNMENT AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This Official Statement has been deemed final for purposes of Securities Exchange Act of 1934 Rule 15c2-12, except for Permitted Omissions described in paragraph (b)(1) of Rule 15c2-12.

5 TABLE OF CONTENTS SUMMARY STATEMENT... 1 Urban Redevelopment Agency of Augusta... 1 The Consolidated Government... 1 Purpose of the Series 2014 Bonds... 1 Security and Sources of Payment for the Series 2014 Bonds... 1 Description of the Series 2014 Bonds... 2 Tax Exemption... 2 Professionals Involved in the Offering... 2 Legal Authority... 3 Offering and Delivery of the Series 2014 Bonds... 3 Continuing Disclosure... 3 Other Information... 4 URBAN REDEVELOPMENT AGENCY OF AUGUSTA... 5 THE SERIES 2014 BONDS... 5 Description... 5 Book-Entry Only System... 6 Redemption... 8 FINANCING PLAN... 9 Sources and Uses of Funds... 9 The Project... 9 Annual Debt Service Requirements SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2014 BONDS Pledge and Assignment The Contract Payments Bond Resolution Limited Obligations Enforceability of Remedies THE CONSOLIDATED GOVERNMENT Introduction Consolidated Government Administration and Officials Consolidated Government Services Consolidated Government Facilities Employees, Employee Relations, and Labor Organizations Demographic Information Economic Information Employment Statistics Military Installations CONSOLIDATED GOVERNMENT DEBT STRUCTURE Summary of Consolidated Government Debt By Category Proposed Debt Debt Service Requirements Overlapping Debt Debt Ratios Debt History Limitations on Consolidated Government Debt CONSOLIDATED GOVERNMENT AD VALOREM TAXATION i

6 Introduction Property Subject to Taxation Tax Reform Assessed Value Annual Tax Levy and Limitation on Annual Tax Levy Property Tax Collections Historical Property Tax Data CONSOLIDATED GOVERNMENT FINANCIAL INFORMATION Accounting System and Policies Five-Year General Fund History Management Comments Concerning Material Trends in Revenues and Expenditures Budgetary Process General Fund Budget Capital Improvements Sources of Tax Revenues Employee Benefits Insurance Coverage RATINGS LEGAL MATTERS Pending Litigation Tax Exemption Tax Reform APPROVAL OF LEGAL PROCEEDINGS SALE AT COMPETITIVE BIDDING FINANCIAL ADVISOR FINANCIAL STATEMENTS MISCELLANEOUS AUTHORIZATION OF OFFICIAL STATEMENT Appendix A AUDITED FINANCIAL STATEMENTS OF THE CONSOLIDATED GOVERNMENT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 Appendix B SUMMARY OF PRINCIPAL DOCUMENTS Appendix C FORM OF OPINION OF BOND COUNSEL Appendix D FORM OF CONTINUING DISCLOSURE CERTIFICATE ii

7 $28,500,000 URBAN REDEVELOPMENT AGENCY OF AUGUSTA REVENUE BONDS (MUNICIPAL BUILDING RENOVATION PROJECT), SERIES 2014 SUMMARY STATEMENT The following information is furnished solely to provide limited introductory information regarding the terms of the Series 2014 Bonds (as hereinafter defined) and does not purport to be comprehensive. Such information is qualified in its entirety by reference to the more detailed descriptions appearing in the Official Statement. No person is authorized to detach this Summary Statement from the Official Statement or to otherwise use it without the entire Official Statement. Capitalized terms used and not defined herein have the same meaning ascribed to them in the Bond Resolution and Contract. Certain defined terms are set forth in Appendix B SUMMARY OF PRINCIPAL DOCUMENTS THE BOND RESOLUTION Definitions and THE INTERGOVERNMENTAL AGREEMENT Definitions hereto. Urban Redevelopment Agency of Augusta The Urban Redevelopment Agency of Augusta (the Agency ), the issuer of the Series 2014 Bonds, is a public corporation organized and existing under the laws of the State of Georgia (the State ), created under the Urban Redevelopment Law (Section et seq. of the Official Code of Georgia Annotated), as amended (the Act ) and activated by a resolution of Augusta, Georgia (the Consolidated Government ) adopted on April 1, See URBAN REDEVELOPMENT AGENCY OF AUGUSTA herein. The Consolidated Government Augusta, Georgia (the Consolidated Government ) is a political subdivision of the State of Georgia, created on January 1, 1996 pursuant to Acts of the General Assembly of the State of Georgia that authorized the consolidation of the municipal corporation known as The City Council of Augusta and the political subdivision known as Richmond County, Georgia. The Consolidated Government is located in the central eastern portion of the State of Georgia bordering the South Carolina state line, approximately 155 miles east of Atlanta, Georgia and 75 miles southwest of Columbia, South Carolina. For more complete information, see THE CONSOLIDATED GOVERNMENT herein. Purpose of the Series 2014 Bonds The Agency is issuing $28,500,000 in aggregate principal amount of its Revenue Bonds (Municipal Building Renovation Project), Series 2014 (the Series 2014 Bonds ) to finance (a) the construction, renovation and expansion of municipal buildings (the Project ) for Augusta, Georgia (the Consolidated Government ) (b) capitalized interest for the Series 2014 Bonds and (c) the costs of issuing the Series 2014 Bonds. The Project is a public facility of the Consolidated Government. The Consolidated Government will own the Project following the construction period and the Consolidated Government will operate the Project. For more complete information, see FINANCING PLAN herein. Security and Sources of Payment for the Series 2014 Bonds The Series 2014 Bonds are special limited obligations of the Agency payable solely from and secured by the Pledged Revenues. Pledged Revenues include (a) payments paid to the Agency pursuant to an Intergovernmental Agreement, dated as of August 1, 2014 (the Contract ), between the Agency and the Consolidated Government and (b) all moneys on deposit in the Bond Fund and the Project Fund. Under the Contract, the Consolidated Government has agreed to make payments to the Agency in amounts sufficient to pay the principal of, premium, if any, and interest on the Series 2014 Bonds. The Consolidated Government has agreed to levy an ad valorem property tax at such rates within the millage limitation prescribed by the Constitution of the State of Georgia (as described in CONSOLIDATED GOVERNMENT AD VALOREM

8 TAXATION Annual Tax Levy and Limitation on Annual Tax Levy ), or such greater millage limit hereafter prescribed by applicable law, on all taxable property located within the territorial limits of the Consolidated Government subject to taxation for such purposes as may be necessary to produce in each year revenues that are sufficient to fulfill the Consolidated Government s obligations under the Contract. The obligation of the Consolidated Government to make Contract payments is a general obligation of the Consolidated Government to which its full faith and credit and limited taxing power are pledged. For more complete information, see SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2014 BONDS herein. Description of the Series 2014 Bonds Redemption. The Series 2014 Bonds are subject to optional redemption and mandatory sinking fund redemption prior to their stated maturity. See THE SERIES 2014 BONDS Redemption herein. Denominations. The Series 2014 Bonds are issuable in denominations of $5,000 and any integral multiple thereof. Book-Entry Bonds. Each of the Series 2014 Bonds will be issued as fully registered bonds in the denomination of one bond per aggregate principal amount of the stated maturity thereof, and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ( DTC ), New York, New York, an automated depository for securities and clearing house for securities transactions, which will act as securities depository for the Series 2014 Bonds. Purchasers will not receive certificates representing their ownership interest in the Series 2014 Bonds purchased. Purchases of beneficial interests in the Series 2014 Bonds will be made in book-entry only form (without certificates), in authorized denominations, and, under certain circumstances as more fully described in this Official Statement, such beneficial interests are exchangeable for one or more fully registered certificates of like principal amount and maturity in authorized denominations. So long as DTC or its nominee, Cede & Co., is the registered owner of the Series 2014 Bonds, transfers and exchanges shall be made in accordance with rules established by DTC. For more complete information, see THE SERIES 2014 BONDS Book-Entry Only System herein. Payments. So long as DTC or its nominee, Cede & Co., is the registered owner of the Series 2014 Bonds, payments of the principal of and interest on the Series 2014 Bonds will be made directly to Cede & Co., which will remit such payments to the DTC participants, which will in turn remit such payments to the beneficial owners of the Series 2014 Bonds. Interest on the Series 2014 Bonds is payable semiannually on April 1 and October 1 of each year (each such date, an Interest Payment Date ), commencing October 1, 2014, by U.S. Bank National Association, Atlanta, Georgia, as Paying Agent, to the owners thereof as shown on the registration books maintained by U.S. Bank National Association, Atlanta, Georgia, as Bond Registrar. The Series 2014 Bonds bear interest from the Interest Payment Date next preceding their date of authentication, except as provided herein. For a more complete description of the Series 2014 Bonds and the basic documentation pursuant to which they are being issued, see THE SERIES 2014 BONDS herein and SUMMARY OF PRINCIPAL DOCUMENTS THE BOND RESOLUTION in Appendix B hereto. Tax Exemption In the opinion of Bond Counsel, subject to the limitations and conditions described herein, interest on the Series 2014 Bonds (including any original issue discount properly allocable to a holder thereof) is exempt from present State of Georgia income taxation, is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. See LEGAL MATTERS Tax Exemption herein and Appendix C hereto for the form of the opinion Bond Counsel proposes to deliver in connection with the issuance of the Series 2014 Bonds. Professionals Involved in the Offering Certain legal matters pertaining to the Agency and its authorization and issuance of the Series 2014 Bonds are subject to the approving opinion of Smith, Gambrell & Russell, LLP, Atlanta, Georgia, Bond Counsel to the 2

9 Consolidated Government. Certain legal matters for the Consolidated Government will be subject to the approval of Shepard, Plunkett, Hamilton & Boudreaux, LLP, Augusta, Georgia and Murray Barnes Finister LLP, Atlanta, Georgia, Disclosure Counsel. Certain legal matters for the Agency will be subject to the approval of Shepard, Plunkett, Hamilton & Boudreaux, LLP, Augusta, Georgia. U.S. Bank National Association will act as Paying Agent and Bond Registrar for the Series 2014 Bonds. The principal corporate trust office of the Paying Agent is U.S. Bank National Association, 1349 West Peachtree Street, Suite 1050, Atlanta, Georgia Public Financial Management, Inc., Atlanta, Georgia, has been employed as Financial Advisor to the Consolidated Government in connection with the issuance of the Series 2014 Bonds. The Consolidated Government s financial statements for the fiscal year ended December 31, 2013 are included as a part of Appendix A hereto and have been audited by Mauldin & Jenkins, LLC as indicated in their report included thereon. Legal Authority The Series 2014 Bonds are being issued and secured pursuant to (a) the Act and (b) a resolution of the Agency authorizing the issuance of the Series 2014 Bonds, adopted by the Board of Commissioners of the Agency on July 10, 2014, as supplemented on August 5, 2014 (the Bond Resolution ). The Contract was executed and delivered pursuant to the Constitution of the State of Georgia, the Act, the Bond Resolution and an authorizing resolution adopted by the Augusta-Richmond County Commission on December 17, 2013, as supplemented on July 1, 2014 and August 5, Offering and Delivery of the Series 2014 Bonds The Series 2014 Bonds are offered when, as and if issued and received by the Agency, subject to prior sale, to withdrawal or modification of the offer without notice. The Series 2014 Bonds are expected to be delivered through DTC in New York, New York, on or about August 14, Continuing Disclosure The Agency has determined that no financial or operating data concerning the Agency is material to any decision to purchase, hold or sell the Series 2014 Bonds, and the Agency will not provide any such information. The Consolidated Government has undertaken all responsibilities for any continuing disclosure to beneficial owners of the Series 2014 Bonds as described below, and the Agency will have no liability to the beneficial owners of the Series 2014 Bonds or any other person with respect to such disclosures. The Consolidated Government has covenanted in the Contract and a Continuing Disclosure Certificate (the Disclosure Certificate ) for the benefit of the beneficial owners of the Series 2014 Bonds to provide certain financial information and operating data relating to the Consolidated Government (the Annual Report ) by not later than 210 days after the end of each fiscal year of the Consolidated Government, commencing with fiscal year 2014, and to provide notices of the occurrence of certain enumerated events. The Annual Report will be filed by the Consolidated Government with the Municipal Securities Rulemaking Board (the MSRB ) in an electronic format as prescribed by the MSRB (which, as of the date hereof, is the Electronic Municipal Market Access ( EMMA ) system of the MSRB). The notices of certain events will be filed by the Consolidated Government with the MSRB in an electronic format as prescribed by the MSRB (which, as of the date hereof, is EMMA). See Appendix D hereto for a form of the Continuing Disclosure Certificate for the specific nature of the information to be contained in the Annual Report or the notices of certain events. These covenants have been made in order to assist the original purchaser of the Series 2014 Bonds in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the Rule ). The Consolidated Government has previously entered into undertakings similar to the Disclosure Certificate in connection with the issuance of other obligations (the Prior Consolidated Government Undertakings ). The Prior Consolidated Government Undertakings required that the Consolidated Government file (a) its audited financial statements and certain operating and financial data on EMMA and (b) notices of the occurrence of certain enumerated events ( Event Notices ) on EMMA. There have been instances in the previous 3

10 five fiscal years in which the Consolidated Government has failed to make filings in accordance with the Prior Consolidated Government Undertakings, as described in more detail below. For fiscal year 2008, the Consolidated Government failed to timely file the operating data required to be included in the annual reports that were due on July 14, 2009 with respect to its outstanding general obligation bonds. The Consolidated Government filed the required operating data for fiscal year 2008 on December 10, For fiscal year 2010, the Consolidated Government failed to timely file its audited financial statements, which were due on June 29, 2011, July 14, 2011 and July 29, 2011, respectively, under its Prior Consolidated Government Undertakings. The audited financial statements were received on September 8, 2011 and filed on September 22, In addition, with respect to the Augusta, Georgia General Obligation Bonds, Series 2010, the operating data required to be included in the annual report for fiscal years 2010 and the annual report for 2011 were filed 17 days late and 16 days late, respectively, and with respect to the Agency s Revenue Bonds, Series 2010, the annual report for fiscal year 2013 was filed one day late. The Consolidated Government failed to timely file Event Notices that were required to be filed with respect to changes in credit ratings of the Consolidated Government and Financial Security Assurance Inc. and Assured Guaranty Municipal Corp., which insure certain of the Consolidated Government s bonds. These rating changes were posted to EMMA on July 29, The Consolidated Government has retained Digital Assurance Certification, L.L.C. to assist with continuing disclosure compliance matters, and the Consolidated Government plans in the future to comply in all material respects with its continuing disclosure undertakings. Other Information change. This Official Statement speaks only as of its date, and the information contained herein is subject to This Official Statement contains forecasts, projections and estimates that are based on current expectations but are not intended as representations of fact or guarantees of results. If and when includes in this Official Statement, the words expects, forecasts, projects, intends, anticipates, estimates and analogous expressions are intended to identify forward-looking statements as defined in the Securities Act of 1933, as amended, and any such statements inherently are subject to a variety of risks and uncertainties, which could cause actual results to differ materially from those contemplated in such forward-looking statements. These forwardlooking statements speak only as of the date of this Official Statement. The Agency and the Consolidated Government disclaim any obligation or undertaking to release publicly any updates or revisions to any forwardlooking statement contained herein to reflect any change in their respective expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. This Official Statement and the Appendices hereto contain brief descriptions of, among other matters, the Agency, the Consolidated Government, the Series 2014 Bonds, the Bond Resolution, the Contract and the security and sources of payment for the Series 2014 Bonds. Such descriptions and information do not purport to be comprehensive or definitive. The summaries of various constitutional provisions, statutes, the Bond Resolution, the Contract and other documents are intended as summaries only and are qualified in their entirety by reference to such documents, and references herein to the Series 2014 Bonds are qualified in their entirety by reference to the form thereof included in the Bond Resolution. Copies of the Bond Resolution, the Contract and other documents and information are available, upon request and upon payment to the Consolidated Government of a charge for copying, mailing and handling, from Augusta, Georgia Finance Department, 530 Greene Street, Room 207, Augusta, Georgia, 30901, telephone During the period of the offering of the Series 2014 Bonds, copies of such documents are available, upon request and upon payment to the Financial Advisor of a charge for copying, mailing and handling, from Public Financial Management, Inc., Bank of America Plaza, 600 Peachtree Street, NE, Suite 3770, Atlanta, Georgia 30308, telephone (404)

11 URBAN REDEVELOPMENT AGENCY OF AUGUSTA The Agency is a public body corporate and politic created pursuant to the provisions of the Urban Redevelopment Law of the State of Georgia, O.C.G.A , et seq., as amended (the Act ), and an activating resolution of the Commission, duly adopted on April 1, The affairs of the Agency are governed by a five member Board appointed by the Commission. Information regarding the current members of the Board of Directors of the Agency is below: Name Expiration of Term Bob Young, Chairman April 1, 2016 Brad Owens, Vice Chairman April 1, 2016 Amanda Bryant April 1, 2015 Isaac McKinney April 1, 2015 Bonnie Ruben April 1, 2017 The Agency has authorized the use of this Official Statement but, except for the information under the caption THE AGENCY, has not provided or made any investigation with respect to any of the information contained in this Official Statement, and does not assume any responsibility for the accuracy or completeness of the information contained herein. THE AGENCY HAS NO TAXING POWER AND HAS NO LEGAL RIGHT TO RECEIVE APPROPRIATIONS OR OTHER PAYMENTS FROM THE CONSOLIDATED GOVERNMENT OR ANY GOVERNMENTAL BODY THAT MAY BE APPLIED TO THE SERIES 2014 BONDS EXCEPT FOR THE PAYMENTS THE CONSOLIDATED GOVERNMENT HAS CONTRACTED TO MAKE UNDER THE CONTRACT. Description THE SERIES 2014 BONDS The Series 2014 Bonds, as initially issued, will be dated the date of issue and will bear interest at the rates specified on the inside cover page of this Official Statement, computed on the basis of a 360-day year of twelve 30-day months payable on October 1, 2014 and semi-annually thereafter on each April 1 and October 1 (each an Interest Payment Date ). When not in book-entry form, interest on the Series 2014 Bonds is payable by check or draft mailed to the registered owner of record as of the Record Date immediately preceding the applicable Interest Payment Date, at such owner s address as it appears on the books of registry kept by the Paying Agent. Prior to any record date, any owner of Series 2014 Bonds in an aggregate principal amount of not less than $1,000,000, by written instructions filed with the Paying Agent, may instruct that interest payments be made by wire transfer. The Series 2014 Bonds will mature on the dates and in the amounts set forth on the inside cover page of this Official Statement, unless earlier called for redemption. When not in book-entry form, the principal of the Series 2014 Bonds will be payable upon the presentation and surrender of the Series 2014 Bonds at the designated corporate trust office of the Paying Agent. The Series 2014 Bonds are issuable only as fully registered bonds, without coupons, in the denomination of $5,000 or any integral multiple thereof. Purchases of beneficial ownership interests in the Series 2014 Bonds will be made in book entry form, and purchasers will not receive certificates representing interests in the Series 2014 Bonds so purchased. If the book entry system is discontinued, Series 2014 Bonds will be delivered as described in the Bond Resolution, and beneficial owners will become the registered owners of the Series 2014 Bonds. See THE SERIES 2014 BONDS Book-Entry Only System herein. 5

12 Book-Entry Only System DTC will act as securities depository for the Series 2014 Bonds. The Series 2014 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2014 Bond will be issued for each maturity of the Series 2014 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of Series 2014 Bonds. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). DTC has a Standard & Poor s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at Purchases of the Series 2014 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2014 Bonds on DTC s records. The ownership interest of each actual purchaser of each Series 2014 Bond ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2014 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2014 Bonds, except in the event that use of the book-entry system for the Series 2014 Bonds is discontinued. To facilitate subsequent transfers, all Series 2014 Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2014 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2014 Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Series 2014 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2014 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2014 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of Series 2014 Bonds may wish to ascertain that the nominee holding the Series 2014 Bonds for their benefit has agreed to obtain and transmit 6

13 notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2014 Bonds within a maturity are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2014 Bonds unless authorized by a Direct Participant in accordance with DTC s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Consolidated Government as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Series 2014 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds and principal and interest payments on the Series 2014 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detail information from the Consolidated Government or the Agency on payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC, the Agency, or the Consolidated Government, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Agency or the Consolidated Government, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2014 Bonds at any time by giving reasonable notice to the Agency or the Consolidated Government. Under such circumstances, in the event that a successor depository is not obtained, certificates for the Series 2014 Bonds are required to be printed and delivered. The Agency (with the concurrence of the Consolidated Government) may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificates for the Series 2014 Bonds will be printed and delivered to DTC. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the Agency and the Consolidated Government believe to be reliable, but the Agency and the Consolidated Government take no responsibility for the accuracy thereof. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE SOLE REGISTERED OWNER OF THE SERIES 2014 BONDS, THE AGENCY AND THE PAYING AGENT WILL TREAT CEDE & CO. AS THE ONLY OWNER OF THE SERIES 2014 BONDS FOR ALL PURPOSES UNDER THE BOND RESOLUTION, INCLUDING RECEIPT OF ALL DISTRIBUTIONS ON THE SERIES 2014 BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE AGENCY OR THE PAYING AGENT TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THE BOND RESOLUTION. NEITHER THE AGENCY, THE CONSOLIDATED GOVERNMENT, NOR THE PAYING AGENT SHALL HAVE ANY RESPONSIBILITY OR OBLIGATION TO THE PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (A) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY PARTICIPANT WITH RESPECT TO ANY BENEFICIAL OWNERSHIP INTEREST IN ANY SERIES 2014 BONDS; (B) THE PAYMENT BY ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE DISTRIBUTIONS ON THE SERIES 2014 BONDS; (C) THE DELIVERY OR TIMELINESS OF DELIVERY BY ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE BOND RESOLUTION TO BE GIVEN TO OWNERS OF THE SERIES 2014 BONDS INCLUDING, WITHOUT LIMITATION, ANY NOTICE OF REDEMPTION; OR (D) OTHER ACTION TAKEN BY DTC OR CEDE & CO., AS REGISTERED OWNER. 7

14 Redemption Optional Redemption. The Series 2014 Bonds maturing on October 1, 2024 and thereafter are subject to redemption prior to maturity by the Agency at the direction of the Consolidated Government, on or after October 1, 2023, in whole or in part at any time, at a redemption price equal to the principal amount of the Series 2014 Bonds to be redeemed, plus accrued interest to the redemption date. Mandatory Sinking Fund Redemption. The Series 2014 Bonds maturing on October 1, 2028 are subject to mandatory sinking fund redemption prior to their maturity at a redemption price equal to 100% of the principal amount thereof being redeemed, plus accrued interest thereon to the redemption date, on October 1 of the following years and in the following amounts (the October 1, 2028 amount to be paid rather than redeemed). Year Amount 2027 $1,690, ,760,000 At its option, to be exercised on or before the 60th day next preceding any sinking fund redemption date, the Agency, at the direction of the Consolidated Government, may (a) cause to be paid to the Paying Agent for deposit in the Bond Fund such amount as the Agency (at the direction of the Consolidated Government) may determine, accompanied by a certificate directing the Paying Agent to apply such amount on or before such 60th day to the purchase of Series 2014 Bonds subject to redemption on such sinking fund redemption date and the Paying Agent shall thereupon use all reasonable efforts to expend such funds as nearly as may be practicable in the purchase of Series 2014 Bonds at a price not exceeding the principal amount thereof plus accrued interest to such sinking fund redemption date; (b) deliver to the Paying Agent for cancellation Series 2014 Bonds subject to redemption on such sinking fund redemption date, in any aggregate principal amount desired; or (c) receive a credit in respect of its sinking fund redemption obligation for any Series 2014 Bonds subject to redemption on such sinking fund redemption date, which prior to said date have been redeemed (otherwise than by mandatory sinking fund redemption) or purchased and cancelled by the Paying Agent and not theretofore applied as a credit against any prior mandatory sinking fund redemption obligation. Each Series 2014 Bond so purchased, delivered or previously redeemed shall be credited by the Paying Agent at 100% of the principal amount thereof on the obligation on such sinking fund redemption date and any excess shall be credited on future sinking fund redemption obligations in chronological order, and the principal amount and maturity of such Series 2014 Bonds to be redeemed by operation of the sinking fund shall be accordingly reduced. Partial Redemption. Series 2014 Bonds may be redeemed only in the principal amount of Authorized Denominations. If less than all Series 2014 Bonds of a particular maturity are to be redeemed, the Series 2014 Bonds to be redeemed shall be selected by the Bond Registrar by lot. Notwithstanding the foregoing, the selection of the Series 2014 Bonds to be redeemed shall be made in accordance with the Book-Entry System as long as the Series 2014 Bonds are held in Book-Entry Form. Notice of Redemption. Not more than 60 nor less than 30 days before any optional redemption is to be made, a notice of such redemption will be mailed, postage prepaid, to all registered owners of Series 2014 Bonds to be redeemed at the addresses which appear on the bond registration book. Failure to mail any such redemption notice or any defect therein will not affect the validity of the proceedings for the redemption of Series 2014 Bonds. Neither the Bond Registrar nor the Agency will have any responsibility whatsoever if any such notice is mailed as described above but is not received by or receipt thereof is refused by the applicable registered owner. Notice having been given in the manner and under the conditions described above and in the Bond Resolution, and monies for payment of the redemption price being held by the Paying Agent as provided in the Bond Resolution, the Series 2014 Bonds or portions of Series 2014 Bonds so called for redemption will, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Series 2014 Bonds on such date, and interest on the Series 2014 Bonds or portions of Series 2014 Bonds so called for redemption will cease to accrue, such Series 2014 Bonds or portions of Series 2014 Bonds will cease to be entitled to any lien, benefit, or security under the Bond Resolution, and the owners of such Series 8

15 2014 Bonds or portions of Series 2014 Bonds will have no rights in respect thereof except to receive payment of the redemption price thereof. Sources and Uses of Funds FINANCING PLAN Set forth below are the sources and uses of funds for the Series 2014 Bonds. Sources: Par Amount $28,500, Net Original Issue Premium 896, Estimated Project Fund Earnings 7, Other Sources of Funds (2) 13,463, Total Sources $42,867, Uses: The Project $40,600, Capitalized Interest 1,512, Issuance Expenses (1) 755, Total Uses $42,867, (1) (2) Includes legal fees, accounting fees, financial advisor fees, printing fees, rating fees and other miscellaneous transaction costs with respect to the Series 2014 Bonds. Includes proceeds of a previously approved special purpose local option sales tax and proceeds of previously issued bonds. See FINANCING PLAN The Project herein. The Project The Augusta Richmond County Municipal Building and site previously housed a significant portion of the Consolidated Government s judiciary as well as most of the administrative offices of Augusta. Since the construction of a new courthouse, the Municipal Building is currently used to house various offices and functions of the Augusta, Georgia government, including offices of the Mayor, Commission, Administrator and Clerk, meeting rooms, voting and registrar, legal department, planning and zoning, engineering, marshals, finance, procurement, information technology, and others. The Municipal Building is a 125,641 square foot nine-story building built in 1957, which was also to serve as a fallout shelter. The building structure is cast-in-place reinforced concrete and the building cladding is marble. The roof is modified bitumen. There are also three wood-framed buildings with red brick veneers and asphalt shingle roofs on the site. These three buildings house Engineering Department and Legal Department functions. The Button Gwinnett Building is an approximately 2,236 square foot two-story building and houses the Engineering Department s Administration Division, the Telfair Building is approximately 2,329 square feet and houses the Traffic Engineering Division and the third building is an approximately 6,404 square foot building, currently housing the Legal Department. All of the buildings are outdated, rundown and present fire, safety and security issues, and thus impair the delivery of governmental services. Each building is expected to be renovated in an effort to provide more efficient work and other needed spaces. The proposed Project will renovate, renew and expand the buildings and structures on the site, and may include one or more new buildings or structures on the site for information technology or other Augusta governmental purposes. The work on the old courthouse building is expected to include new public and meeting spaces not requiring secured access (available, for example, for advance voting) and to serve as a new building entrance, consisting of an approximately 126,000 square foot addition, comprehensive renovation, new Commission chambers, additional office space, elevator improvements including an elevator tower addition, smoke evacuation 9

16 areas, and other safety and mechanical replacements and improvements. Partial demolition and rebuilding of buildings on the site will be required in order to make the needed improvements. The Project will have a cost of approximately $40,600,000, is expected to be financed with approximately $7,263,875 of proceeds of a one percent special purpose local option sales tax ( SPLOST ) approved in 2009, approximately $6,200,000 of proceeds of bonds issued by the Consolidated Government in 2010, and the Series 2014 Bonds, all based on current costs and amounts, which are subject to change. Project Fund. Proceeds of the Series 2014 Bonds will be deposited in the Project Fund and used to pay the costs of the Project and the costs of issuing the Series 2014 Bonds. All payments from the Project Fund will be made upon requisitions signed by an officer of the Consolidated Government and Agency properly authorized to sign on the Consolidated Government s and the Agency s behalf. As part of any such requisition, the officer of the Consolidated Government and the Agency will certify, among other things, that an obligation in the stated amount has been incurred by the Consolidated Government and that the same is a proper charge against the Project Fund and has not been paid. See Appendix B SUMMARY OF PRINCIPAL DOCUMENTS THE BOND RESOLUTION Creation of Project Fund, Requisition Procedure for Project Fund and Evidence of Completion of the Project. Annual Debt Service Requirements The following table sets forth the principal and interest payment requirements with respect to the Series 2014 Bonds in each of the following bond years ending October 1. Year ending October 1 Principal Interest Total 2014 $ $ 121, $ 121, , , , , , , ,270, , ,197, ,320, , ,196, ,345, , ,195, ,415, , ,198, ,485, , ,197, ,530, , ,197, ,575, , ,196, ,620, , ,194, ,670, , ,196, ,690, , ,165, ,760, , ,185, ,825, , ,197, ,880, , ,197, ,935, , ,196, ,995, , ,195, ,060, , ,196, ,125,000 69, ,194, Total $28,500,000 $11,703, $40,203, See CONSOLIDATED GOVERNMENT DEBT STRUCTURE herein hereto for a discussion of other long-term debt of the Consolidated Government that is paid from its General Fund. 10

17 Pledge and Assignment SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2014 BONDS The Series 2014 Bonds are special limited obligations of the Agency, payable solely from and secured by (a) payments made by the Consolidated Government to the Agency pursuant to the Contract and (b) all moneys on deposit in the Bond Fund and the Project Fund (collectively, the Pledged Revenues ). The Contract Payments Under the terms of the Contract, the Consolidated Government is required to make payments in amounts sufficient to pay the principal of and interest on the Series 2014 Bonds when due. The Consolidated Government s obligation to make the payments at the times and in the manner specified is absolute and unconditional and such payments may not be abated or reduced for any reason. The Consolidated Government will agree in the Contract to levy, to the extent necessary, an annual ad valorem tax on all taxable property located within the territorial limits of the Consolidated Government, as now existent and as the same may be extended, within the millage limitation prescribed by the Constitution of the State of Georgia (as described in CONSOLIDATED GOVERNMENT AD VALOREM TAXATION Annual Tax Levy and Limitation on Annual Tax Levy herein) or such greater millage limit hereafter prescribed by applicable law, as may be necessary to produce in each year revenues that will be sufficient to fulfill City s obligations under the Contract, from which revenues the Consolidated Government will agree to appropriate sums sufficient to pay in full when due all of the Consolidated Government s obligations under the Contract. Pursuant to the Contract, the Consolidated Government will extend a lien in favor of the Agency on any and all revenues realized by the Consolidated Government from such ad valorem tax (the Tax Revenues ) to make the payments that are required under the Contract, which lien (1) will rank on a parity with the lien previously created and granted on the Tax Revenues in favor of the Augusta-Richmond County Coliseum Authority (the Coliseum Authority ) pursuant to an Intergovernmental Services Agreement, dated as of August 1, 2010 (the Services Agreement ), between the Coliseum Authority and the Consolidated Government, an Agreement of Sale, dated as of August 1, 2010 (the Agreement of Sale ), between the Coliseum Authority and the Consolidated Government and the Intergovernmental Contract, dated as of December 7, 2010, between the Solid Waste Management Authority of Augusta (the Solid Waste Authority ) and the Consolidated Government (the Solid Waste Contract and together with the Services Agreement and the Agreement of Sale, the Tax Lien Agreements ) and (3) is superior to any that can hereafter be created, except that this lien may be extended to cover any Additional Contracts and the Prior Contracts. See SUMMARY OF PRINCIPAL DOCUMENTS THE INTERGOVERNMENTAL AGREEMENT Security for Payments under the Intergovernmental Agreement in Appendix B hereto. The Consolidated Government expects to extend this lien in favor of (1) the Agency with respect to an existing intergovernmental contract with the Agency that is pledged as security for the Agency s revenue bonds and (2) to the Solid Waste Authority with respect to an existing intergovernmental contract that is pledged as security for revenue bonds of the Solid Waste Authority. The extension of the lien pursuant to the Agency s prior contract, the Solid Waste Authority s prior contract and the Contract will rank on a parity with the lien created and granted pursuant to the Tax Lien Agreements. See CONSOLIDATED GOVERNMENT DEBT STRUCTURE Summary of Consolidated Government Debt by Category and Proposed Debt in Appendix B for additional information concerning the intergovernmental contracts pursuant to which the Consolidated Government has pledged its full faith and credit to secure its payment obligations thereunder. The Consolidated Government will also agree in the Contract that in order to make funds available for such purpose in each fiscal year, it will, in its general revenue, appropriation, and budgetary measures through which its tax funds or revenues and the allocation thereof are controlled or provided for, include sums sufficient to satisfy any such payments that may be required to be made under the Contract, whether or not any other sums are included in such measure, until all payments so required to be made under the Contract shall have been made in full. See CONSOLIDATED GOVERNMENT DEBT STRUCTURE Summary of Consolidated Government Debt by Category and Proposed Debt herein. The Consolidated Government s obligation to make the payments required under the Contract is absolute and unconditional and will not expire so long as any of the Series 2014 Bonds remain outstanding and unpaid. See 11

18 SUMMARY OF PRINCIPAL DOCUMENTS THE INTERGOVERNMENTAL AGREEMENT Security for Payments under the Intergovernmental Agreement in Appendix B hereto. For a more complete description of the Consolidated Government s obligations under the Contract, see SUMMARIES OF PRINCIPAL DOCUMENTS THE CONTRACT in Appendix B hereto. Bond Resolution To secure its obligations under the Series 2014 Bonds, the Agency has adopted the Bond Resolution, pursuant to which the Agency has collaterally assigned and pledged for the benefit of the owners of the Series 2014 Bonds all of the Agency s right, title, interest and remedies (except Unassigned Rights) in and to the Contract, including all payments to be made by the Consolidated Government thereunder. The Bond Resolution provides that the lien of this pledge is valid and binding against the Agency and against all parties having claims of any kind against the Agency, whether such claims arise in contract, tort or otherwise and irrespective of whether such parties have notice of the lien created by the Bond Resolution. The Agency has covenanted in the Bond Resolution not to create or permit to be created any lien, security interest or charge upon the Pledged Revenues or the Contract, other than the pledge and assignment created by the Bond Resolution. See SUMMARY OF PRINCIPAL DOCUMENTS THE BOND RESOLUTION No Diminishment of Lien Granted in Appendix B hereto. The Agency has not granted any lien on or security interest in the Project or any assets of the Agency or the revenues therefrom (other than the Pledged Revenues) to secure the Series 2014 Bonds. Limited Obligations The Series 2014 Bonds are special limited obligations of the Agency payable solely from the Pledged Revenues. The Series 2014 Bonds are not payable from or a charge, lien or encumbrance upon any funds or assets of the Agency other than the Pledged Revenues. The Series 2014 Bonds do not themselves constitute direct obligations of the Consolidated Government and are not directly secured by the general faith and credit or the taxing power of the Consolidated Government, the State of Georgia or any other political subdivision thereof, and the Series 2014 Bonds will not be or be deemed to constitute a debt of the State of Georgia, the Agency, or the Consolidated Government or any other political subdivision of the State of Georgia within the meaning of any pertinent constitutional or statutory limitation on indebtedness. The Agency has no taxing power and has no legal right to receive appropriations from the State of Georgia or the Consolidated Government, except under the Contract. No owner of any Series 2014 Bonds shall, by virtue of being such an owner and without regard to any rights such owner may have under other instruments and agreements, including the Contract, ever have the right to compel the exercise of the taxing power of the State of Georgia or any political subdivision thereof, including the Consolidated Government, to pay the Series 2014 Bonds or the interest thereon, or to enforce the payment thereof against any property of the Agency (other than property assigned and pledged under the Bond Resolution), the State of Georgia, or any political subdivision thereof, including the Consolidated Government. Enforceability of Remedies The realization of value from the pledge of the property assigned and pledged under the Bond Resolution and the taxing power of the Consolidated Government under the Contract upon any default will depend upon the exercise of various remedies specified by the Bond Resolution and the Contract. These and other remedies may require judicial actions, which are often subject to discretion and delay and which may be difficult to pursue. The enforceability of rights and remedies with respect to the Series 2014 Bonds may be limited by state and federal laws, rulings and decisions affecting remedies and by bankruptcy, reorganization, insolvency or other laws affecting creditors rights or remedies heretofore or hereafter enacted. A court may decide not to order the specific performance of the covenants contained in the Bond Resolution or the Contract. Section of the Official Code of Georgia Annotated provides that no municipality or public body corporate created under the Constitution or laws of the State of Georgia shall be authorized to file a petition for 12

19 relief from payment of its debts as they mature or a petition for composition of its debts under any federal statute providing for such relief or composition or otherwise to take advantage of any federal statute providing for the adjustment of debts of political subdivisions and public agencies and instrumentalities. Section of the Official Code of Georgia Annotated also provides that no chief executive, mayor, board of commissioners, or other governmental officer, governing body, or organization shall be empowered to cause or authorize the filing by or on behalf of any municipality or public body corporate created under the Constitution or laws of the State of Georgia of any petition for relief from payment of its debts as they mature or a petition for composition of its debts under any federal statute providing for such relief or composition or otherwise to take advantage of any federal statute providing for the adjustment of debts of political subdivisions and public agencies and instrumentalities. Introduction THE CONSOLIDATED GOVERNMENT The consolidated government of Augusta-Richmond County is a political subdivision created and existing under the laws of the State of Georgia and presently has as its formal or legal name Augusta, Georgia. The Consolidated Government was created on January 1, 1996 pursuant to Acts of the General Assembly of the State of Georgia (collectively the Consolidation Act ) which authorized the consolidation of the municipal corporation known as The City Council of Augusta (the City ) and the political subdivision known as Richmond County, Georgia (the County ). The Consolidation Act and the consolidation of the City and the County were separately approved by a majority of the qualified voters of the City and the County at an election held on June 20, On January 1, 1996, the Consolidated Government became a consolidated city-county government, with territorial limits covering all of what was formerly Richmond County. This geographic area is hereinafter referred to as Richmond County. The Cities of Blythe and Hephzibah, small communities with populations of approximately 708 and 3,972, respectively, still hold their own municipal charters within the consolidated territory. The relationship between the Consolidated Government and the Cities of Blythe and Hephzibah is similar to that of counties to municipalities located within the territorial limits of such counties. The Consolidated Government, as a consolidated city-county government, has all of the governmental and corporate powers of both municipal corporations and counties under Georgia law. Under the terms of the Consolidation Act, the Augusta-Richmond County Commission may exercise and is subject to all of the rights, powers, duties, and obligations previously applicable to the governing authorities of the City and the County. Consolidation is intended to result in the removal of duplicate services formerly rendered by the City and County governments. As a result of consolidation, the Consolidated Government provides, under one management, public services throughout its territorial limits, which services would have been provided separately by the City and the County. The City was originally chartered in 1789 by the General Assembly of the State of Georgia, making it Georgia s second oldest city. As a city, the Consolidated Government would rank as the second largest by population in the State of Georgia. The Consolidated Government is located in the central eastern portion of the State of Georgia on the south bank of the Savannah River, which is the Georgia-South Carolina state boundary, approximately 155 miles east of Atlanta, Georgia and 75 miles southwest of Columbia, South Carolina. Richmond County has a land area of approximately 325 square miles. At its highest point, Richmond County is situated at 520 feet above sea level. Richmond County is located on the Fall Line, which is the natural division of the Piedmont Plateau and the Coastal Plain of Georgia. Its physical features include rolling slopes in the north, transitioning to more level terrain in the south. Average rainfall is 43 inches per year, and average temperatures range from a high of 91 degrees in the summer to a low of 34 degrees in the winter. Consolidated Government Administration and Officials The form of government of the Consolidated Government is the municipal form of government. Under the Consolidation Act, the governing authority of the Consolidated Government is a board of commissioners designated as the Augusta-Richmond County Commission (the Commission ). The Commission consists of a Mayor and ten commissioners. The members of the Commission serve terms of office of four years and until a successor is elected and qualified. All members of the Commission are full voting members, except for the Mayor, who has the right to 13

20 vote only to make or break a tie vote on any matter. Under the terms of the Consolidation Act, seven members of the Commission constitute a quorum for the transaction of ordinary business, and an affirmative vote of at least six members is required for the Commission to take action. For the purpose of electing members of the Commission, Richmond County is divided into ten commission districts. Each commissioner is elected by the voters residing within such commissioner s commission district. Commission district 9 encompasses all of commission districts 1, 2, 4, and 5. Commission district 10 encompasses all of commission districts 3, 6, 7, and 8. No person will be eligible to serve as a commissioner unless he or she: (1) has been a resident of the commission district from which elected for a period of one year immediately prior to the date of the election, (2) continues to reside within the commission district from which elected during his or her term of office, (3) is a registered and qualified elector of Richmond County, and (4) meets the qualification standards required for members of the Georgia House of Representatives. No person who has served two consecutive full four-year terms of office as commissioner will again be eligible to hold office as commissioner until after the expiration of four years from the conclusion of that person s last term of office as commissioner. The Mayor is the chief executive officer of the Consolidated Government and is elected on a county-wide basis by the voters of the Richmond County. No person will be eligible to serve as Mayor unless he or she (1) has been a resident of Richmond County for a period of one year immediately prior to the date of the election, (2) continues to reside within Richmond County during his or her term of office, (3) is a registered and qualified elector of Richmond County, and (4) meets the qualification standards required for members of the Georgia House of Representatives. No person who has served two consecutive full four-year terms of office as Mayor will again be eligible to hold office as Mayor until after the expiration of four years from the conclusion of that person s last term of office as Mayor. Under the Consolidation Act, the Mayor presides at all meetings of the Commission, but has no power to veto ordinances, resolutions, or other actions of the Commission. Information concerning the current Mayor and commissioners is set forth below: Name and Office Held Expiration of Term Principal Occupation Deke S. Copenhaver, Mayor December 31, 2014 Full-time Mayor William Fennoy, District 1 December 31, 2016 Retired Corey Johnson, District 2 December 31, 2014 Business Owner Mary Davis, District 3 December 31, 2016 School Development Director Alvin Mason, District 4 December 31, 2014 Consultant Bill Lockett, District 5 December 31, 2016 Retired Joseph T. Jackson, III, District 6 December 31, 2014 Business Owner Donnie Smith, District 7 December 31, 2016 GA State Patrol Officer Wayne Guilfoyle, District 8 December 31, 2014 Business Owner Marion Williams, District 9 December 31, 2016 Minister Grady Smith, District 10 December 31, 2014 Business Owner The daily operation of the Consolidated Government is directed by an Administrator, who is appointed by and serves at the pleasure of the Commission. The Administrator is the head of the administrative branch of the Consolidated Government, responsible to the Commission for the proper administration of all affairs of the Consolidated Government. Ms. Tameka Allen is serving as Interim Administrator. The Consolidated Government s search to fill the Administrator position has been temporarily suspended. Tameka Allen has served as the Interim Administrator of the Consolidated Government since January From June 2004 until January 2014, Ms. Allen has served in dual roles as both the Deputy Administrator and Information Technology Director. She has been employed with the City and the Consolidated Government for approximately 20 years and served as the Information Technology Director beginning in August Ms. Allen received a Master of Business Administration degree from Augusta State University, a Bachelor of Science Degree in Computer Science and an Associate of Science in Computer Engineering, both from Savannah State University. Donna Williams, C.G.F.M, has served as the Director of Finance of the Consolidated Government since November She has been employed by the County and the Consolidated Government for approximately 30 14