SPECIAL CALED/ORCANIZATONAL City of Hampton Urban Redevelopment  MEETING Agency  APRe SEORGIE  June 11, 2024 5:30 p.m.  Notice is hereby given that the City of Hampton Urban will hold a Special Called/C Organizational Hampton City Hall Council Chamber  Redevelopment Agency (URA)  Meeting on June 11, 2024, at 5:30 p.m. at located at 17 East Main Street, Hampton,  for the following  purpose:  Georgia,  1.  Opening Ceremonies. A. Call to Order. Agenda Items. Agency (URA).  2.  A. Consideration and Action on the election of officers within the Urban B. Consideration and Action on the Adoption of Resolution 2024-01 OF THE URBAN REDEVELOPMENT PROVIDE FOR THE ISSUANCE PUBLIC INFRASTRUCTURE PROJECT), TAXABLE PRINCIPAL AMOUNT OF $3,095,000, THE CONSTITUTION AND SOLELY FROMTHE PUBLIC INFRASTRUCTURE:  Redevelopment A BOND RESOLUTION (REDEVELOPMENT AND SERIES 2024, IN AN ORIGINAL  AGENCY OF THE CITY OF HAMPTON' TO PURSUANT TO, AND IN CONFORMITY WITH  OF ITS REVENUE BOND  STATUTES OF THE STATE OF GEORGIA, PAYABLE FUNDS PROVIDED HEREIN FOR THE PURPOSE PROJECT; TO PROVIDE FOR THE  FINANCING ALL OR A PORTION OF THE COSTS OF OWNERS OF SAID BONDS; TO. AUTHORIZE AND APPROVE DELIVERY OF AN INTERCOVERNMENTAL TOI PAYTHE PRINCIPAL OF, REGISTRAR, A SINKING  OF FOR' THE THE EXECUTION. AND  A REDEVELOPMENT AND  MAINTENANCE OF CERTAIN FUNDS; TO PROVIDE REMEDIES CREATION AND HAMPTON, GEORGIA; TOI PROVIDE FOR CONTRACT WITH THE CITY OF 2024 BONDS; TO DESIGNATE PREMIUM, IF ANY, AND INTEREST ON THE SERIES  THE CREATION OF A SINKING FUND  AN AUTHENTICATION AGENT, A BOND FUND CUSTODIAN, A PAYMENT AGENT AND  OTHER 3. Adjournment.  CUSTODIANS; AND FOR OTHER RELATED PURPOSES.  CERTAIN  ADA questions Compliance: regarding Individuais the accessibility with disabilities of the whor require certain accommodations toa allow them toc observe and/orp  reasonable accommodations fort those persons. meeting. ort thet facilities are required toc contact the City Clerk at7 770-946-4306 participate promptly int thisr toa meeting. allowt the or city who tor make have  SCM Agenda & Notice 06/11/2024  Page Tofl    City of Hampton LEGISLATIVE SUMMARY  Type of Request  ITEM# 2A  GI Meeting Date: 06/11/2024 Action Type: Action by City Council Fori niommationalriscussion Presenter: Alex Cohilas Agenda Item: Agency (URA).  Election of Officers for the Urban Redevelopment  Agency  Department Requesting Agenda Item  Administration Exhibit 1) Election of Officers 2) 3) 4) 5) 6)  Attachments si for Agenda Item:  purposes only  Item 2A. Consideration and Action on the election of officers within the  Urban Redevelopment  BackgroundSummary:  Financial mplcationsComsiderations -Isp project budgeted? -Will project require the use of Fund Balance? Ify yes, please state amount $ -Willt the project require funds? -Is project grant funded and will require a, and those funds arelare not budgeted.  NX NX NX NX NX  %r match  Y  -Ist this request a Capital Project and part of Capital Project List? Additional CommemsRecommendations    Urban Redevelopment Agency of the City of Hampton  Election of the following Officers:  A.Chairperson  B. Vice-Chairperson  C.Secretary    City of Hampton LEGISLATIVE SUMMARY  Type of Request Resolution 2024-01  ITEM# 2B  EORGI Meeting Date: 06/11/2024 Action Type: Action by City Council Fori nommatonaldiscussion  Department Requesting Agenda Item  Administration  Exhibit Attachments si for Agenda Item: 1) Resolution 2024-01 2) 3) 4) 5) 6)  purposes only  Presenter: Alex Cohilas Agenda Item:  Item HAMPTON 2B. Consideration: TOF PROVIDE andA FOR Action THE ont ISSUANCE the Adoption OF ofF ITS Resolution: 2024-01 AE BONDI RESOLUTION OF THEL URBANF REDEVELOPMENT, AND PUBLICI INFRASTRUCTURE PROJECT: FORT THE PURPOSE OF FINANCING ALL  IN'AN ORIGINAL PRINCIPAL AMOUNT OF $3,095.0 000, REVENUE BOND (REDEVELO OPMENT ANDF PUBLICI REDEVELOPMENT AGENCY OF THE CITYOF GEORGIA. PAYABLES SOLELYF FROM1 THE FUNDS PROVIDED! PURSUANT HEREIN TO. AND IN CONFORMITY WITH THE CONSTITUTION. INFRASTRUCTURE PROJECT), TAXABLE SERIES 2024, REMEDIES FOR THE OWNERS OF SAIDE BONDS TOA AUTHORIZE, TOF PROVIDE FOR THE CREATION ANDI MAINTENANCE ORA AF PORTION OF THE COSTSOFA WITH THE CITY OF HAMPTON. GEORGIA: TO PROVIDE FOR1 THE AND APPROVE THE EXECUTION ANDI DELIVERY OFA ANI OF CERTAINFUNDS: TOF PROVIDE AGENTA INTEREST AND ONT THE SERIES 2024 BONDS: TO DESIGNATE. AN CREATION OFA AS SINKING FUND TOR PAY THE PRINCIPAL INTERGOVERMMENTAL CONTRACT CERTAIN OTHER CUSTODIANS: ANDF FOR OTHER AUTHENTICATION) RELATED PURPOSES. AGENT.AE BOND REGISTRAR, AS SINKING FUND OF, PREMIUM, CUSTODIAM,APAMENT IFA ANY, AND  AND STATUTES OF THES STATEOF  ackgroundSummary:  Financial mPicatonsConider.tions -Isp project budgeted? -Will project require the use of Fund Balance? Ifyes, please state amount $ -Willt the project require funds? -Isp project grant funded and will require a andi those funds arelare not budgeted.  Y NX NX Y NX Y NX NX  %r match  -Ist this request a Capital Project and part of Capital Project! List? Additional CommemsPecommendatons    AI BOND RESOLUTION OF THE URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON TO PROVIDE FOR THE ISSUANCE OF ITS REVENUE BOND (DOWNTOWN REDEVELOPMENT AND PUBLIC INFRASTRUCTURE PROJECT), TAXABLE SERIES 2024, IN AN ORIGINAL PRINCIPAL AMOUNT OF $3,100,000, PURSUANT TO, AND IN CONFORMITY WITH THE CONSTITUTION AND STATUTES OF THE STATE OF GEORGIA, PAYABLE SOLELY FROM THE FUNDS PROVIDED HEREIN FOR THE PURPOSE OF FINANCING ALL OR A PORTIONOF' THE COSTSOF. AJ DOWNTOWN REDEVELOPMENT AND PUBLIC INFRASTRUCTURE PROJECT; TO PROVIDE FOR THE CREATION AND MAINTENANCE OF CERTAIN FUNDS; TO PROVIDE REMEDIES FOR THE OWNER OF SAID BOND; TO AUTHORIZE AND APPROVE THE EXECUTION AND DELIVERY OF AN INTERGOVERNMENTAL CONTRACT WITH THE CITY OF HAMPTON, GEORGIA; TO PROVIDE FOR THE CREATION OF A SINKING FUNDTOPAYTHE PRINCIPALOF,PREMIUM,IFANY,AND INTEREST ON THE SERIES 2024 BOND; TO DESIGNATE AN AUTHENTICATION AGENT, A BOND REGISTRAR, A SINKING FUND CUSTODIAN, A PAYMENT AGENT AND CERTAIN OTHER CUSTODIANS; AND FOR OTHER RELATED PURPOSES.  Adopted on June 11,2024  This document was prepared by: Hunton Andrews Kurth LLP 600 Peachtree Street NE, Suite 4100 Attn: Public Finance Group Atlanta, GA 30309 Tel: (404),888-4000  Hampton URAI 20241 Bond Resolution    BOND RESOLUTION TABLE OF CONTENTS  (The Table of Contents for this Resolution is for convenience of reference only and is not intended to define, limit or describe the scope or intent of any provisions oft this Resolution.)  ARTICLEIDEFNITONS AND FINDINGS. Section 101. Definitions ofCertain Terms. Section 102. Rules of Construction. Section 103. Findings.. BOND  ARTICLEIIA AUTHORIZATION, FORM AND REGISTRATION OF SERIES 2024 Section 201. Authorization and Terms oft the Series 2024 Bond.. Section 202. Payment of Principal and Interest; Execution oft the Bonds.. Section 203. Registration of Series 2024 Bond; Transfer.. Section 204. Lost, Destroyed, Mutilated Series 2024 Bond.. Section 205. Security; Limited Obligation. Section 206. Cancellation of Series 2024 Bond.. Section 207. Form oft the Series 2024 Bond. ARTICLE III REDEMPTION OF THE SERIES 2024 BOND. Section 301. Optional Prepayment of Series 2024 Bond.. Section 302. Scheduled Principal Prepayment of the Series 2024 Bond.. Section 304. Agency or Bond Registrar May Give Notice of Prepayment.  2 12 12 13 14 14 15 16 16 16 16 17 17 17 18 18 19 19 19 .20 21 .21 22 22 .22 23  Section 303. Notice ofl Prepayment. Section 305. Effect ofNotice ofPrepayment. Section 306. Effect of Additional Bonds.  ARTICLE IV APPLICATION OF SERIES 2024 BOND PROCEEDS. Section 401. Application of Series 2024 Bond Proceeds. ARTICLE V PROJECT FUND; ACQUISITION AND CONSTRUCTION OF  PROJECT..  Section 501. Creation ofProject Fund.. Section 502. Authorized Project Fund Disbursements. Section 503. Requisition Procedure.. Section 504. Completion oft the Project.. Section 505. Transfer Upon Event of Default. ARTICLE VI SINKING FUND AND ADDITIONAL BONDS Section 601. Source of Payment of Bond., Section 602. Sinking Fund..  Section 603. Repayment to the City from the Sinking Fund..    Section 604. Transfers from the Sinking Fund.. Section 605. Investments of Sinking Fund Moneys.  .23 23 .23 24 26 26 27 27 27 .27 28 28 29 .29 .29 29 .29 29 30 30 31 .31 31 32 32 32 32 33 33 33 34 34 34 36 36 36  Section 606. Lien on Funds. Section 607. Additional Bonds.  ARTICLE VII DEPOSITORIES OF MONEYS AND SECURITIES FOR DEPOSIT;  DESIGNATION OF PAYING AGENT AND BOND REGISTRAR.  Section 701. Depositories and Custodians. Section 702. Administrative Fees and Expenses. Section 703. Appointment of Paying Agent and Bond Registrar.. Section 704. Employment of Attorneys, Agents, Etc. Section 705. Reliance on Documents. Section 706. Evidence ofFacts.. Section 707. Release ofLiability. Section 801. Payment ofl Bond.. Section 802. Books and Records. Section 803. Reserved.. Section 804. No Diminishment ofLien Granted. Section 805. Maintenance of Existence.  ARTICLE VIII PARTICULAR COVENANTS AND FINDINGS  Section 806. Agency will not Cancel Intergovermental Contract. Section 808. Amounts Remaining in Funds and Accounts..  ARTICLE IX EVENTS OF DEFAULTS; REMEDIES Section 901. Events ofDefault. Section 902. Remedies.. Section 903. Abandonment of Proceedings. Section 905. Non-Exclusivity ofRemedies..  Section 904. Limitation ofA Actions by Bondholders; Equal Benefit.  Section 906. Delays. ARTICLE XI DEFEASANCE.  Section 1001. Payment and Defeasance. Section 1002. Termination ofLiability.  ARTICLE XI SUPPLEMENTAL RESOLUTIONS AND AMENDMENT OF  INTERGOVERNMENTAL CONTRACT.  Section 1101. Supplemental Resolutions Not Requiring Consent of Bondholders. Section 1102. Supplemental Resolutions Requiring Consent of Bondholders. Section 1103. Amendments, etc., to Intergovernmental Contract Not Requiring Section 1104. Amendments, etc., to Intergovernmental Contract Requiring  Consent of Bondholders. Consent of Bondholders.  Section 1105. Legal Action..  11    Section 1106. Incorporation. ARTICLE. XII MISCELLANEOUS PROVISIONS Section 1201. Acceptance of Bid.. Section 1202. Validation.. Section 1203. Reserved. Section 1204. Reserved. Section 1205. Severability. Section 1206. Resolution as a Contract. Section 1207. Payments Due on Saturdays, Sundays and Holidays. Section 1208. Resolution Constitutes Trust Indenture. Section 1209. Applicable Provisions ofLaw.. Section 1210. Repeal of Conflicting Resolutions. Section 1211. Authorization of and Acceptance intergovermental Contract. Section 1212. Authorization of Custodial Agreement. Section 1213. Authorization of Paying Agency Agreement. Section 1215. Counterparts; Electronic Execution. Section 1216. General Authority. Section 1217. Consents of Bondholders. Section 1218. Limitation of Rights.. Section 1219. Notices. Section 1220. Waiver of Bond Audit.. Section 1221. Requirements and Conditions Met.. EXHIBIT A-I DESCRIPTION OF THE PROJECT EXHIBITI D. - FORM OF SERIES 2024 BOND EXHIBIT E- FORM OF REQUISITION  .37 38 .38 38 .38 38 38 38 39 39 39 .39 .39 .40 40 .40 40 41 42 42 43 43  Section 1214. No Individual Responsibility of Members and Officers of Agency. .40  EXHIBIT B - WINNING BID  EXHIBIT C- FORM OF NTERCOVERNMENTAL CONTRACT  iii    Al BOND RESOLUTION OF THE URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON TO PROVIDE FOR THE ISSUANCE OF ITS REVENUE BOND (DOWNTOWN REDEVELOPMENT AND PUBLIC INFRASTRUCTURE PROJECT), TAXABLE SERIES 2024, IN AN ORIGINAL PRINCIPAL AMOUNT OF $3,100,000 PURSUANT TO, AND IN CONFORMITY WITH THE CONSTITUTION AND STATUTES OF THE STATE OF GEORGIA, PAYABLE SOLELY FROM THE FUNDS PROVIDED HEREIN FOR THE PURPOSE OF FINANCING ALL OR A PORTION OFTHE COSTSOF. AI DOWNTOWN REDEVELOPMENT AND PUBLIC INFRASTRUCTURE PROJECT; TO PROVIDE FOR THE CREATION AND MAINTENANCE OF CERTAIN FUNDS; TO PROVIDE REMEDIES FOR THE OWNER OF SAID BOND; TO AUTHORIZE AND APPROVE THE EXECUTION AND DELIVERY OF AN INTERGOVERNMENTAL CONTRACT WITH THE CITY OF HAMPTON, GEORGIA; TO PROVIDE FOR THE CREATION OF A SINKING FUNDTOPAYTHE: PRINCIPALOF,PREMIUM,IFANY,AND INTEREST ON THE SERIES 2024 BOND; TO DESIGNATE AN AUTHENTICATION AGENT, A BOND REGISTRAR, A SINKING FUND CUSTODIAN, A PAYMENT AGENT AND CERTAIN OTHER CUSTODIANS; AND FOR OTHER RELATED PURPOSES. WHEREAS, the Urban Redevelopment Agency of the City of Hampton (the "Agency") has heretofore been created and activated pursuant to Resolution No. 2023-23 of the Mayor and Council of the City ofHampton, Georgia (the Mayor and Council"), the governing body of the City of Hampton, Georgia (the "City") adopted on August 8, 2023 (the "Activating Resolution") and the Urban Redevelopment Law (Section 36-61-1, et seq. of the Official Code of Georgia Annotated ("0.C.G.A."), as amended ("the Act") and the Agency is now existing and operating  and its members have been duly appointed and entered into their duties; and  WHEREAS, the City is a municipal corporation oft the State of Georgia, legally created and validly existing under the laws oft the State ofGeorgia and charter Actofthe General Assembly  ofthe State of Georgia (Georgia Laws 2006, p. 3613) (the "Charter"); and  WHEREAS, pursuant to Sections 1.12 and 1.13 of the Charter of the City, the City is authorized to (i) enter into contracts and agreements with other governmental entities, (ii) operate and maintain public utilities, including but not limited to a system of waterworks, sewers, drains and sewage disposal, (iii) provide for the acquisition, construction, building, operation, and maintenance of, among other things, public ways, public grounds, sewers, drains sewage treatment; to provide any other public improvements, inside or outside the corporate limits oft the city; to regulate the use ofpublic improvements; and, for such purposes, property may be acquired by condemnation, (iv) organize and operate an urban redevelopment program, and (v) exercise and enjoy all other powers, functions, rights, privileges, and immunities necessary or desirable to promote or protect the safety, health, peace, security, good order, comfort, convenience or general  welfare oft the City and its inhabitants; and  WHEREAS, pursuant to the Activating Resolution, the City elected to have the Agency exercise the City's "urban redevelopment project powers," including the planning and funding of    urban redevelopment projects, as described in the Act, that are necessary in the interest of the  public health, safety, morals, or welfare ofthe residents ofthe City; and  WHEREAS, pursuant to the authority granted in the Act, the Agency is empowered to (i) acquire, construct, improve or modify, redevelop or rehabilitate, and to cause to be placed into operation and operated, urban redevelopment projects within the City, (ii) pay all or part of the cost ofany projects from the proceeds ofrevenue bonds issued by the Agency, and (iii) issue bonds  to finance the undertaking ofa any urban redevelopment project; and  WHEREAS, the Mayor and Council pursuant to Resolution No. 2024-12 adopted on March 6, 2024 (the "Prerequisite of Necessity Resolution") and the Act, including specifically O.C.G.A. $36-61-5, found that one or more pockets of blight exist within the boundaries of the City, including one or more urbanized or developed areas in which () structures, buildings, improvements, by reasonsofdilapidation, deterioration, age or obsolescence, inadequate provision for ventilation, light, air, sanitation or open spaces, and the existence ofconditions which endanger life and property by fire or other causes, are conducive to illl health, transmission of disease, infant mortality, high unemployment, juvenile delinquency and crime and is detrimental to the public health, safety, morals and welfare and (ii) by reason oft the presence ofa predominant number of substandard, deteriorated, or deteriorating structures, inadequate parking, faulty lot layout in relation to size, adequacy, accessibility, and usefulness, unsanitary and unsafe conditions, deterioration of site and other improvements, tax delinquency exceeding the fair value oft the land, diversity of ownership on defective or unusual conditions of title which prevent or encumber the free alienability of land, and the existence of conditions which endanger life and property by fire and other causes, substantially impair and arrest the sound growth of the community, retard the provision ofhousing accommodation and employment opportunities, and constitute an economic and social liability and is a menace to the public health, safety, morals and welfare in their present  conditions and use; and  WHEREAS, pursuant to the Prerequisite of Necessity Resolution and the Act, the City previously designated certain areas within the City as "urban redevelopment areas" appropriate for projects that provide for rehabilitation, conservation, or redevelopment, ora a combination thereof; WHEREAS, pursuant to the Prerequisite of Necessity Resolution the City further found that one or more areas (collectively known as the Urban Redevelopment Area") exist ini the City that fit within the intent of the definition of O.C.G.A. Section 36-61-2(15) by reason of the deterioration ofs site or otherimprovements and by having development impaired by environmental hazards, which substantially arrests the sound growth of the City or constitutes an economic or social liability and is a menace to the public health, safety, morals or welfare of the residents of the City, and that the Urban Redevelopment Area is therefore designated as appropriate for an  and  urban redevelopment project; and  WHEREAS, the Mayor and Council held a public hearing on March 6, 2024, regarding the proposed urban redevelopment plan entitled "City of Hampton Urban Redevelopment Plan"  (the "Plan"), a copy of which Plan is on file with the City; and  2    WHEREAS, public notice ofs such public hearing relating to consideration oft the approval of the Plan was published in the Henry Herald, a newspaper having a general circulation in the area of operation of the City on February 17, 2024, and proof of such publication is on file with  the City; and  WHEREAS, the Mayor and Council, by Resolution No. 2024-13 adopted on March 6, 2024, approved the Plan and the urban redevelopment projects set forth therein, including, among other things, addressing the need for urban revitalization, rehabilitation and redevelopment; and WHEREAS, the Agency desires to: finance the costs of the (i) acquisition oft real property and rehabilitation or demolition and removal of buildings and improvements thereon on blighted properties within the Urban Redevelopment Area, (ii) installation, construction, or reconstruction of streets, transit facilities and improvements, sidewalks, streetscapes, and other improvements necessary for carrying out in the area the urban redevelopment provisions of the Act; and (ii) disposition of any property acquired in such Urban Redevelopment Area, including sale, initial leasing or retention by the municipality to or for public or private persons, at its fair value for uses in accordance with the Plan (collectively, the  "Project");and  WHEREAS, the City has requested that the Agency authorize the issuance ofits revenue bond to be designated the "Urban Redevelopment Agency of the City of Hampton Revenue Bond (Downtown Redevelopment and Public Infrastructure Project), Taxable Series 2024" (the "Series 2024 Bond") in the original principal amount of $3,100,000, for the purpose of financing all or a portion of the costs of () the design, acquisition, construction, installation and equipping of the Project, (i) the acquisition of certain blighted properties within the Urban Redevelopment Area and (iii) certain costs ofi issuance related to the Series 2024 Bondsgnd WHEREAS, pursuant to Section 6.10 of the Charter the City is authorized to assess, levy and collect an ad valorem tax (the "Ad Valorem Property Tax") on all real and personal property within the corporate limits of the City that is subject to taxation by the State and Henry County, Georgia (the "County") which is for the purpose ofr raising revenues to defray the costs of operating the City government, of providing governmental services, for the repayment of principal and interest on general obligations, and any other public purpose as  determined by the Mayor and Council in its discretion; and  WHEREAS, Article IX, Section III, Paragraph I(a) and (b) ofthe Constitution of the State of Georgia of 1983 provides that any : county, municipality, school district or political subdivision of the state may contract for any period not exceeding 50 years with each other or any other public agency or public corporation for joint services, for the provision of services, or for joint or separate use of facilities or equipment; but such contracts must deal with activities, services and facilities which the contracting parties are authorized by law to undertake or provide : and, subject to such limitations as may be provided by general law, any county, municipality, or political subdivision may, in connection with any contracts authorized by [this provision), convey any existing facilities or equipment to the state or to any public agency,  public corporation or public authority"; and  3    WHEREAS, the City expects to finance the Project through payment under thel hereinafter defined Intergovernmental Contract by using a combination of revenue sources, including the Ad  Valorem Property Tax and all other lawfully available sources; and  WHEREAS, the City proposes to enter into an Intergovernmental Contract (the Intergoyernmental Contract") to be dated the first day of the calendar month in which the hereinafter Series 2024 Bonds are issued, as amended from time to time as provided therein, pursuant to which agreement the Agency will cause the Project to be designed, acquired,  constructed installed and equipped, as applicable; and  WHEREAS, the Agency has duly appointed the City as its agent for the design, WHEREAS, to secure its obligation to pay the principal of, premium (ifany), and interest on the Series 20241 Bond, and any Additional Bonds (as defined herein)(colectively, the' "Bonds"), the Agency does hereby agree to assign and pledge all of its right, title and interest in the Intergovernmental Contract, and all revenues, payments, receipts and moneys to be received and held thereunder to and for the benefit ofthe owners ofthe Bonds and their successors and assigns;  acquisition, construction, installation and equipping of the Project; and  and  WHEREAS, in order to ensure that sufficient sums are available to pay the principal, premium (ifany), and interest on the Bonds, the City has absolutely and unconditionally agreed pursuant to the Intergovernmental Contract to make certain Basic Payments" in an amount equal tot the principal, redemption or prepayment premium, and interest on thel Bond and to make certain "Additional Payments" to cover the fees and charges (ifany) for, among others, the Paying Agent,  the Bond Registrar, the Agency and the Sinking Fund Custodian; and  WHEREAS, the City shall pledge its full faith and credit and taxing power for the obligation to make Basic Payments and to perform its other obligations under the Intergovernmental Contract and has agreed in such agreement to make necessary funds available in its general revenue and budget appropriations to fully satisfy the payment of Basic Payments  from its general funds and any other lawfully available sources; and  WHEREAS, additional amounts may be necessary to further improve the Project and as a result authority should be granted for the issuance of additional parity bonds ofthe Agency from  time to time, referred to herein as Additional Bonds; and  WHEREAS, pursuant to a Request for Proposals, the Agency and the City solicited competitive bids from financial institutions fort the purchase ofthe Series 2024 Bond (the "Request  for Proposals"), and received bids from four (4) financial institutions; and  WHEREAS, the bid of the most responsive bidder, taking into account terms, interest rates, conditions, fees and expenses tol be paid by the City and within the parameters ofthel Request for Proposals was submitted by Webster Bank, National Association (the "Purchaser"), and a copy of such bid is attached to this Resolution as, Exhibit B and incorporated herein by reference; and WHEREAS, after due consideration it is deemed advisable and in the best interest oft the  City that the Series 2024 Bond be sold to the Purchaser; and  4    WHEREAS, the Agency desires to designate a Project Fund Custodian, Sinking Fund NOW,THEREFORE, BEI IT RESOLVED, by the Urban Redevelopment Agency ofthe  Custodian, Paying Agent and Bond Registrar for the Series 2024 Bond; and CityofHampton, and it is hereby resolved by authority of the same, as follows:  5    ARTICLEI  DEFINITIONS AND FINDINGS  Section 101. Definitions of Certain Terms.  In addition to the words and terms elsewhere defined in this Resolution (including the preamble hereto), the following words and terms used ini this Resolution shall have the following  meanings:  "Act" means the Urban Redevelopment Law (O.C.G.A. Section 61-36-1, et seq.) as "Activating Resolution" means the meaning assigned to such term in the recitals hereto. "Additional Bonds" means any bonds oft the Agency ranking on a parity with the Series 2024 Bond which are hereafter issued in accordance with the requirements of Section 607 hereof. "Agency" means the Urban Redevelopment Agency of the City of Hampton, a public corporation, created pursuant to the Act and activated pursuant to the Activating Resolution. "Authorized Agency Representative" means the person at the time designated to act on behalfofthe. Agency by written certificate furnished to the City and the Project Fund Depository, containing the specimen signature of such person and signed on behalf of the Agency by its Chairperson or Vice Chairperson. Such certificate or any subsequent or supplemental certificate  amended from time to time.  SO executed may designate an alternate or alternates.  "Authorized City Representative" means the person at the time designated to act on behalf ofthe City by written certificate furnished to the Agency and the Project Fund Depository, containing the specimen signature ofs such person and signed on behalfoft the City by its Mayor or  Mayor Pro Tempore.  "Authorized Denominations" means, with respect to the Series 2024 Bond issued in a single instrument, $3,100,000, as reduced by payment or prior redemption, and with respect to any Additional Bonds, the authorized denominations specified in the supplemental resolution  authorizing such. Additional Bonds. issued in substitution or exchange therefor.  "Bonds" mean collectively the Series 2024 Bond, any Additional Bonds and any bonds "Bond Registrar" means the officer or financial institution at the time serving as bond "Business Day" means a day which is not (i) a Saturday, a Sunday, or a legal holiday on which banking institutions in the State ofGeorgia are authorized by law or executive order to close or(ii) a day on which the New York Stock Exchange is authorized or obligated by law or executive  registrar pursuant to Section 703 ofthis Bond Resolution.  order to close.  6    "City" means the City of Hampton, Georgia, a municipal corporation of the State of "Code" means the Internal Revenue Code of 1986, as amended and any applicable "EventofDefault" means the occurrence ofa an event of default as described in Article IX. "Government Obligations" means (i) obligations oft the United States and ofi its agencies and instrumentalities, (ii) obligations fully insured or guaranteed by the United States government or United States government agency, (iii) obligations of any corporation of the United States government (including any obligations described in (i), (ii) or (ii) issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or (iv) tax-exempt municipal obligations that have been defeased with obligations described in (), (ii) or (iii), which obligations, in any case, are rated in the highest rating category by Moody's  Georgia, and any successor thereto. regulations thereunder.  Investors Service, Inc. and S&P Global Ratings Inc.  "Holder" or "Bondholder" or "bondholder" or "registered owner" or "owner" means the registered owner of the Series 2024 Bond, any Additional Bond or any bond issued in substitution or exchange therefor, and with respect to the Series 2024 Bond shallinitially mean the  Purchaser.  "Interest Payment Date" means (i) with respect to the Series 2024 Bond, each April I and October 1, commencing October 1, 2024, and (ii) with respect to any Additional Bonds, the interest payment date specified in the supplemental resolution authorizing such Additional Bonds. Intergovernmental Contract" means the Intergovernmental Contract, to be dated as of the first day of the month in which the Series 2024 Bond is issued and delivered, between the Agency and the City with respect to the Series 2024 Bond, as the same may be. amended from time tot time, including in connection with the issuance of Additional Bonds, a form ofwhichi is attached  hereto as Exhibit C.  "Outstanding" means Bonds which have been issued pursuant to this Resolution, except:  (a) Bonds canceled because of payment; and  (b) Bonds fort the payment ofv which funds shall have been theretofore deposited with the Paying Agent (whether upon or prior to the maturity ofany such Bonds). "Paying Agent" means, initially, the Finance Director of the City of Hampton, Georgia, orany otherofficer ofthe City appointed by the Agency to serve, in accordance with the provisions ofthis Resolution and any supplemental resolution, as paying agent for the Bonds. extent the same are at the time legal for investment of Agency funds: the Official Code ofC Georgia Annotated, as amended;  "Permitted Investments" means and includes any of the following securities if and to the  (a) the local government investment pool created in Chapter 83 of Title 36 of  7    (b) bonds or obligations ofthe State of Georgia, or ofother counties, municipal (c) bonds or other obligations ofthe United States or ofsubsidiary corporations oft the United States government which are fully guaranteed by such government; (d) obligations of and obligations guaranteed by agencies or instrumentalities. of the United States government, including those issued by the Federal Land Bank, the Federal Home Loan Bank, the Federal Intermediate Credit Bank, Bank for Cooperatives and any other such agency or instrumentality now or hereafter in existence; provided, however, that all such obligations shall have a current credit rating from a nationally recognized rating service of at least one oft the three highest rating categories available and  corporations, and political subdivisions oft the State of Georgia;  have a nationally recognized market;  (e) bonds or other obligations issued by any public housing agency or municipal corporation in the United States, which such bonds or obligations are fully secured as to the payment ofboth principal and interest by aj pledge ofannual contributions under an annual contributions contract or contracts with the United States government, or project notes issued by any public housing agency, urban renewal agency, or municipal corporation in the United States which are fully secured as to payment of both principal and interest by a requisition, loan, or payment agreement with the United States  government;  (f) certificates of deposit of national or state banks located within the State of Georgia which have deposits insured by the Federal Deposit Insurance Corporation and certificates of deposit of federal savings and loan associations and state building and loan or savings and loan associations located within the State of Georgia which have deposits insured by the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation or the Georgia Credit Union Deposit Insurance Corporation, including the certificates of deposit of any bank, savings and loan association, or building and loan association acting as depository, custodian, or trustee for any ofthe proceeds oft the Bonds. The portion of such certificates of deposit in excess oft the amount insured by the Federal Deposit Insurance Corporation, the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation or the Georgia Credit Union Deposit Insurance Corporation, ifany, shall be secured by deposit, with the Federal Reserve Bank of Atlanta, Georgia, or with any national or state bank or federal savings and loan association or state building and loan or savings and loan association located within the State of Georgia or other states or with a trust office located within the State of Georgia, of one or more oft the following securities in an aggregate principal amount equal at least to the amount ofs such excess: direct and general obligations of the State of Georgia or other states or of any county or municipal corporation in the State of Georgia, obligations of the United States or subsidiary corporations referred to in paragraph (c) above, obligations of the agencies and instrumentalities of the United States government referred to in paragraph (d) above, or bonds, obligations, or project notes of public housing agencies, urban renewal agencies,  or municipalities referred to inj paragraph (e) above;  8    (g) securities of or other interests in any no-load, open-end management type investment company or investment trust registered under the Investment Company Act of 1940, as from time to time amended, or any common trust fund maintained by any bank or trust company which holds such proceeds as trustee or by an affiliate thereof SO long as:  (i) the portfolio of such investment company or investment trust or common trust fund is limited to the obligations referred to inj paragraphs (c) and (d) above and repurchase agreements fully collateralized by any such obligations; (ii) such investment company or investment trust or common trust fund takes delivery of such collateral either directly or through an authorized custodian; (ii) such investment company or investment trust or common trust fund isr managed SO as to maintain its shares at a constant net asset value; and (iv) securities of or other interests in such investment company or investment trust or common trust fund are purchased and redeemed only through the use ofr national or state banks having corporate trust powers and located within (h) interest-bearing time deposits, repurchase agreements, reverse repurchase agreements, rate guarantee agreements, or other similar banking arrangements with a bank or trust company having capital and surplus aggregating at least $50 million or with any government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank ofNew York having capital aggregating at least $50 million or with any corporation which is subject to registration with the Board of Governors of the Federal Reserve System pursuant to the requirements of the Bank Holding Company Act of 1956, provided that each such interest-bearing time deposit, repurchase agreement, reverse repurchase agreement, rate guarantee agreement or other similar banking arrangement shall permit the moneys sO placed to be available for use at the time provided  the State of Georgia; and  with respect to the investment or reinvestment of such moneys; and  () any other investments authorized by the laws of the State of Georgia from "Person" means any natural person, firm, association, corporation, limited liability company, partnership, joint stock company, joint venture, trust, unincorporated organization or firm, or a government or any agency or political subdivision thereofor other public body.  time to time.  "Pledged Revenues" means the revenues pledged as security for the Bonds, as described  in Section 205 ofthis Resolution.  "Project" means the meaning assigned to such term in the recitals hereto.  "Project Account" means each account within the Project Fund created under Section 501  ofthis Resolution.  9    "Project Fund" means the Urban Redevelopment Agency oft the City ofHampton Project Fund 2024 created in Section 501 ofthis Resolution, andi includes the Series 2024 Project Account  and each Project Account created hereafter.  "Project Fund Depository" means the financial institution, initially Ameris Bank, at the time serving as Project Fund depository pursuant to Sections 501 and 701 of this Resolution; provided, however, the Project Fund Depository shall at all times be a commercial bank. Purchaser" means, (i) with respect to the Series 2024 Bond, Webster Bank, National Association, the initial purchaser oft the Series 2024 Bond, its successors and assigns and (ii) with respect to any Additional Bonds, the entity specifedinaresolution supplementing this Resolution. "Record Date" means (i) with respect to the Series 2024 Bond, the 15th day oft the calendar month next preceding each Interest Payment Date and (ii) with respect to any Additional Bonds, the record date specified int the supplemental resolution authorizing such Additional Bonds.  Resolution" means this Bond Resolution, including any amendments or supplements "Series 2024 Bond" means the Urban Redevelopment Agency of the City of Hampton Revenue Bond (Downtown Redevelopment and Public Infrastructure Project), Taxable Series 2024, in the original principal amount of $3,100,000, authorized to be issued pursuant to Article  hereto.  IIofthis Resolution.  "Series 2024 Project Account" means the account within the Project Fund created by Section 501 ofthis Resolution to hold proceeds oft the Series 2024 Bond to be used to pay all ora  portion of the costs of the Project  "Sinking Fund" means the Urban Redevelopment Agency ofthe City ofHampton Sinking "Sinking Fund Custodian" means the financial institution, initially Ameris Bank, at the time serving as sinking fund custodian pursuant to Sections 602 and 701 of this Resolution; provided that the Sinking Fund Custodian shall at all times be a commercial bank.  Fund 2024 created in Section 602 of this Resolution.  "Sinking Fund Investments" means (i) Government Obligations and forward purchase agreements and repurchase agreements with respect thereto, (ii) demand deposits or certificates of deposit of banks which have deposits insured by the Federal Deposit Insurance Corporation; provided, however, that the portion ofs such certificates of deposit in excess of the amount insured by the Federal Deposit Insurance Corporation must be secured by direct obligations of the State of Georgia or the United States which are ofa par value equal to that portion of such certificates of deposit which would be uninsured, and (iti) the local government investment pool established by  Section 36-83-8 oft the Official Code of Georgia Annotated.  "Sinking Fund Year" means the period commencing on April 2 of each year and  extending through April 1i in the next year. "State" means the State of Georgia.  10    "Unassigned Rights" means all ofthe rights ofthe Agency to receive reimbursements and payments pursuant to Sections 5.03(b), 6.02, and 8.04 of the Intergovernmental Contract, and to be held harmless and indemnified pursuant to Section 6.02 oft the Intergovernmental Contract.  Section 102. RulesofConstruction.  Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words "certificate,' , "owner," "holder," and "person" shall include the plural, as well as the singular, number. The terms "herein," "hereby," "hereunder."-hereof,"-hereinbefore." "hereinafter" and other equivalent words refer to this Resolution and not solely to the particular portion hereofi in  which any such term is used.  The titles preceding each Section hereof are for convenience ofreference only and are not intended to define, limit or describe the scope or intent of any provisions of this Resolution. Reference herein to an Article number or to a Section number should be construed to be in reference to the designated Article number or Section number hereof unless the context or use  clearly indicates another or different meaning or intent.  Any terms defined in the Intergovermental Contract and not defined herein are hereby  incorporated herein by reference as iffully set forth in this Article.  Section 103. Findings.  The financing of the Project by the issuance oft the Series 2024 Bond and any Additional Bonds is hereby found and declared to be within the public purposes intended to be served by the Agency and authorized under the Act. The Project is located within the City, and all the resolutions, findings, and authorizations required by the Act have been made by the City.  11    ARTICLEII  AUTHORIZATION, FORM AND REGISTRATION OF SERIES 2024 BOND Section 201. Authorization and Terms of the Series 2024 Bond.  (a) Under the authority of the Act, there is authorized to be issued a revenue bond as a single instrument to be designated "Urban Redevelopment Agency of the City ofHampton Revenue Bond (Downtown Redevelopment and Public Infrastructure Project), Taxable Series 2024," in the original principal amount of $3,100,000. The proceeds ofthe Series 2024 Bond will be used for the purpose of () designing, acquiring, constructing, installing, and equipping the Project and (i) paying the costs of issuing the Series 2024  Bond.  (b) The Series 2024 Bond (i) shall be dated its date of original issue and delivery, (ii) shall mature on April 1, 2030, subject to scheduled principal prepayment as provided in Section 302 hereof, (ii) shall be issued as a single fully registered term bond, without coupons, numbered R-1, and (iv) shall bear interest at a fixed taxable rate of 5.630% per annum (calculated based on a 360-day year comprised of twelve 30-day months). Interest on the Series 2024 Bond shall be paid on each Interest Payment Date, commencing October 1, 2024. Notwithstanding the forgoing, the Series 2024 Bond shall bear interest at the default rate (ifa any such rate has been specified) upon the occurrence Section 202. Payment of Principal and Interest; Execution of the Bonds.  and continuation of an Event of Default.  (a) The payment of principal of, premium (if any), and interest on the Bonds shall be made by check or draft and mailed, by first class mail on the Interest Payment Date tot the registered owner as shown on the bond registration book kept by the Bond Registrar at the close of business on the Record Date, notwithstanding any registration of transfer or exchange subsequent to such Record Date and prior to such Interest Payment Date. Notwithstanding the foregoing, interest on the Bonds shall be paid to the registered owner by wire transfer to such registered owner if written instructions are given to the Paying Agent prior to the 15th day preceding the Interest Payment Date, and interest shall continue to be SO paid until such wire instructions are revoked in writing. Both the principal of and interest on the Bonds shall be payable in lawful money of the United States of America. (b). The Bonds shall not be valid unless a certificate of authentication printed on or attached to the Bonds shall have been executed by the manual signature of the Bond  Registrar.  (c) The Bonds shall be signed by the manual signature of the Chairperson or Vice Chairperson of the Agency, and the corporate seal of the Agency shall be affixed to or printed on the Bonds and attested by the manual or facsimile signature of the Secretary of the Agency. In case any officer whose signature shall appear on the Bonds shall cease tol bes such officer after the execution but before delivery ofthe Bonds, such signatures shall  12    nevertheless be valid and sufficient for all purposes the same as if such officer  had remained in office until such delivery.  (d) The Bonds shall not be valid or entitled to any benefit or security under this Resolution unless and until there is endorsed thereon a certificate of authentication and registration substantially in the form contained in the form of the Bonds attached as Exhibit D hereto, duly executed by the manual signature of an authorized officer of the Bond Registrar and such certificate upon the Bonds when duly executed shall be conclusive evidence that the Bonds has been duly authenticated, registered and delivered. Itshall not be necessary that the same authorized signatory of the Bond Registrar sign the certificate of authentication and registration on any new Bonds that may be issued in exchange or substitution hereunder. The person in whose name the Bonds shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and the payment of the principal amount, interest and premium, if any, shall be made only to or upon the order of the registered owner thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bonds, including redemption premium, ifany, and the interest thereon to the extent oft the sums sO paid. (e) A duly executed validation certificate oft the Clerk of the Superior Court of Henry County, Georgia signed with the manual signature of such Clerk, will be endorsed on the  Series 2024 Bond and will be essential to its validity.  Section 203. Registration of Series 2024 Bond; Transfer.  The Bond Registrar shall keep the bond registration book ofthe Agency for the registration of the Series 2024 Bond and for the registration of transfers of the Series 2024 Bond as herein provided. The transfer ofthe Series 2024 Bond shall be registered upon the bond registration' book upon the surrender and presentation of the Series 2024 Bond to the Bond Registrar duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or attorney duly authorized in writing in such form as shall be satisfactory to the Bond Registrar. Upon any such registration oftransfer, the Bond Registrar shall authenticate and deliver in exchange for the Series 2024 Bond sO surrendered, ai new Series 2024 Bond registered ini the name ofthe transferee and in a principal amount equal to the principal amount of the Series 2024 Bond sO surrendered. Thel Bond Registrar may make a charge for every exchange or registration oftransfer ofthe Series 2024 Bond sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such registration oftransfer, but no other charge shall be made to the owner for the privilege oft registering the transfer oft the Series 2024 Bond under this Resolution. The registered owner of the Series 2024 Bond shall be treated as the owner of the Series 2024 Bond for all purposes regardless of any actual knowledge to the contrary. If the Series 2024 Bond is surrendered in any such registration of transfer, the Series 2024 Bond shall be canceled by the Bond Registrar and a record thereofduly entered in the permanent records pertaining to the Series 2024 Bond maintained by the Bond Registrar. Notwithstanding the foregoing, the Series 2024 Bond may only bet transferred to: (i)an affiliate oft the Purchaser; (ii)a"Bank": as defined in Section 3(a)(2) of the Securities Act of 1933 as amended (the "Securities Act"); (iii) an "Accredited Investor" as defined in Regulation D under the Securities Act; or (iv) a "Qualified Institutional Buyer" as defined in Rule 144A under the Securities Act and as otherwise set forth in an  13    investment letter ofthe Bondholder. Nothing herein shall limit the right of the Purchaser to sell orassign participation interests therein to one or more entities listed in (), (i), (iti) or (iv) above.  Section 204. Lost, Destroyed, Mutilated Series 2024 Bond.  Ifti the Series 2024 Bond shall become mutilated, the Bond Registrar in its discretion and at the expense of the owner of such Series 2024 Bond shall authenticate and deliver a new Series 2024 Bond oflike tenor registered in the name ofthe owner in exchange and substitution for such mutilated Series 2024 Bond. Ifthe Series 2024 Bond shall become lost, destroyed or wrongfully taken, evidence of such loss, destruction or wrongful taking within a reasonable time thereafter may be submitted to the Agency and if such evidence shall be satisfactory and indemnity ofa a character and in an amount satisfactory to the Agency shall be given, then the. Agency shall at the expense oft the owner cause ai new Series 2024 Bond and of like tenor registered in the name ofthe owner to be authenticated by the Bond Registrar and delivered to the registered owner; provided, however, ifthe owner ofsuch destroyed, lost or wrongfully taken Series 2024 Bond has a minimum net worth of $25,000,000, such owner's own unsecured agreement ofi indemnity shall be deemed  to be satisfactory, and no further indemnity need be given. Section 205. Security; Limited Obligation.  In order to secure the payment of the principal of, the prepayment and redemption premium, ifany, and thei interest on, all Bonds issued undertl this Resolution according tot theirt tenor and effect, and the performance and observance of each and every one of the covenants and conditions herein and in the Bonds contained, the Agency has pledged, assigned and set over, and by these presents does pledge, assign and set over, all to the extent and upon the conditions herein  set forth, unto the Bondholders and their successors and assigns forever:  (a) all right, title and interest of the Agency in, to and under the Intergovernmental Contract and all revenues to be received by the Agency therefrom  (excluding the Unassigned Rights);  (b) all amounts held in the Sinking Fund and the Project Fund; and (c) any and all other property ofevery kind and nature from time to time which heretofore or hereafter is by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or transferred, as and for additional security hereunder, by the Agency or by any other person, firm or corporation with the consent of the Agency. The Bonds, together with interest thereon, shall be a limited and not a general obligation ofthe Agency giving riset to no pecuniary liability oft the Agency, shall be payable solely from the revenues and receipts derived by the Sinking Fund and the Agency under the Intergovernmental Contract, and shall be a valid claim of the respective owners thereof only against such fund and the revenues and receipts from the Intergovernmental Contract which have been pledged to such fund, which revenues and receipts are hereby again specifically pledged and assigned for the equal and ratable payment of the Bonds and shall be used for no other purpose than to pay the principal of, premium, if any, and interest on the Bonds, except as may be otherwise expressly authorized in this Resolution. The Bonds and the interest thereon shall not constitute a general or moral obligation of the Agency nor a debt, indebtedness, or obligation of, or a pledge of the faith and  14    credit of the City, the State, or any other political subdivision within the meaning of any constitutional or statutory provision whatsoever. Neither the faith and credit nor the taxing power oft the City, the State ofGeorgia, or any political subdivision thereofis pledged to the payment of the principal of, premium, ifany, or interest on the Bonds. The Agency has no taxing power. No holder ofany Bonds or receiver or trustee in connection therewith shall have the right to enforce payment thereof against any property of the State or any municipality or political subdivision thereof, including the City, against any property of the Agency (other than the funds specifically pledged therefor pursuant to this Bond Resolution), nor shall the Bonds constitute a charge, lien or encumbrance, legal or equitable, upon any such property. No recourse shall be had for the payment oft the principal of, premium (ifany), or interest on the Bonds against any officer, commissioner, director, employee, agent or member of the Agency. The Agency has no taxing  power.  The lien created on the moneys and securities in the Sinking Fund and the Project Fund, moneys payable to the Agency under the Intergovernmental Contract and any other moneys or funds pledged therefor to secure the Bonds shall be prior and superior to any lien that may be hereafter created to secure any obligations having as their security al lien on such moneys, and the  Bonds shall enjoy a first lien on all ofthe moneys described above. Section 206. Cancellation of Series 2024 Bond.  Ift the Series 2024 Bond is paid or prepaid in full, either at or before maturity, it shall be delivered to the Bond Registrar when such payment or prepayment is made, and the Series 2024 Bond shall thereupon be cancelled and shall not be reissued. If the Series 2024 Bond is sO cancelled, it shall be- destroyed in accordance with the prevailing practice of the Bond Registrar and a permanent record ofs such destruction shall bel kept by the Bond Registrar.  Section 207. Form of the Series 2024 Bond.  The Series 2024 Bond, the form of assignment, the form of authentication certificate and the certificate of validation shall be in substantially in the form set forth in Exhibit D hereto, with such variations, omissions and insertions as are required or permitted by this Resolution.  15    ARTICLEIII  REDEMPTION OF THE SERIES 2024 BOND  Section 301. Optional Prepayment of Series 2024 Bond.  At the election of the Agency, the principal of the Series 2024 Bond may be prepaid in whole or in part, on April 1, 2027, and any Business Day thereafter, at a price of 100% of the principal amount to be prepaid, plus accrued interest to the prepayment date. In each instance, the Agency will provide thirty (30) Business Daysprior written notice ofsuch prepayment. Any partial prepayment must be in a minimum principal amount of $1,000,000, may be made no more than once per year and shall be credited against the mandatory prepayments below in inverse order  thereof.  Section 302. Scheduled Principal Prepayment oft the Series 2024 Bond. The Series 2024 Bond is subject to scheduled principal prepayment on April 1 ofthe years and in the amounts in the table set forth below and at a prepayment price equal to the principal amount thereof. No notice of scheduled principal prepayment is required to be given by the  Agency or the Bond Registrar to the holder of the Series 2024 Bond.  Year 2025 2026 2027 2028 2029 2030  Amount $110,000 95,000 100,000 105,000 110,000 2,580,000 (final maturity)  The scheduled principal prepayments with respect to the Series 2024 Bond shall be reduced by the principal amount of any optional prepayment of such Series 2024 Bond pursuant to Section 301 hereofini reverse order ofp payment (ori in such other manner: as the Agency and any Bondholder may agree). Unless requested by the Bondholder, the Bond Registrar shall not require the presentation of the Series 2024 Bond, nor the delivery ofar new Series 2024 Bond as a result ofa scheduled principal prepayment, and the resultant reduction in the outstanding principal amount  oft the Series 2024 Bond.  Section 303. Notice of Prepayment.  Unless waived by the Bondholder, official notice ofany optional prepayment oft the Series 2024 Bond shall be given by the Bond Registrar on behalf of the Agency by mailing a copy of an official redemption notice by first class mail, postage prepaid, at least thirty (30) Business Days prior to the date fixed for prepayment to the registered owner of the Series 2024 Bond to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Bond Registrar. Webster Bank, National Association can accept this notice by email sO long as Webster Bank, National Association confirms receipt by  email response.  16    Section 304. Agency or Bond Registrar May Give Notice ofl Prepayment. Notice of prepayment ofthe Series 2024 Bond shall be given by the Agency or by the Bond Registrar for and on behalf of the Agency whenever either (i) such prepayment is required to be made under the proceedings authorizing the issuance and sale of such Series 2024 Bond or (ii) whenever such prepayment is permitted to be made under the terms of the Series 2024 Bond and  the Agency requests that such prepayment be made.  Section 305. EffectofNotice ofl Prepayment.  Official notice having been given in the manner and under the conditions provided in Section 303, and moneys for payment oft the prepayment price being held by the Paying Agent as provided in this Resolution, the Series 2024 Bond sO called for prepayment shall, on the prepayment date designated in such notice, become and be due and payable at the prepayment price provided for prepayment of the Series 2024 Bond on such date, and interest on the Series 2024 Bond sO called for prepayment shall cease to accrue, the Series 2024 Bond shall cease to be entitled to any lien, benefit, or security under this Resolution, and the owner of the Series 2024 Bond shall have no rights in respect thereof except to receive payment of the prepayment price  thereof.  Section 306. Effect of Additional Bonds.  In the event Additional Bonds are hereafter issued by the Agency, the Agency covenants and agrees that it will not optionally prepay the Series 2024 Bond, or optionally redeem or prepay any such Additional Bonds, from moneys in the Sinking Fund unless and until the Sinking Fund is at its proper balance. Iti is expressly understood and agreed that should the Agency hereafter elect to issue any Additional Bonds, as hereina authorized, its shalll have the right top prepay or redeem the Bonds of any such future issue or issues before it prepays the Series 2024 Bond, or it may prepay the Series 2024 Bond before it prepays or redeems the Bonds ofany such future issue or issues, or it may prepay some of the Series 2024 Bond and prepay or redeem some oft the Bonds  ofany such future issue or issues at the same time.  17    ARTICLE IV  APPLICATION OF SERIES 2024 BOND PROCEEDS  Section 401. Application of Series 2024 Bond Proceeds.  The proceeds from the sale oft the Series 2024 Bond shall be deposited into the Series 2024 Project Account oft the Project Fund to pay the costs of acquiring, constructing and installing the  Project and the costs ofissuing the Series 2024 Bond.  Notwithstanding the foregoing, ifthe Chairperson or Vice Chairperson oft the. Agency shall determine that a different application of funds is required to carry out the intent ofthis Resolution, the different application of funds may be provided for in a supplemental resolution or the Chairperson may provide for such different application of funds in the authentication order to be  delivered at the time ofi issuance of the Series 2024 Bond.  18    ARTICLE V  PROJECT FUND; ACQUISITION AND CONSTRUCTION OF PROJECT  Section 501. Creation of Project Fund.  There is hereby created a special trust fund to be designated the "Urban Redevelopment Agency of the City ofHampton Project Fund 2024" (the "Project Fund") to be maintained by the Project Fund Depository. Within the Project Fund there shall be held the "Series 2024 Project Account." Upon the issuance of the Series 2024 Bond, there shall be deposited into the Series 2024 Project Account the moneys specified in Section 401. As to any issue of Additional Bonds providing moneys to fund the Project, the Project Fund Custodian shall establish as separate account for the Project Fund, each ofwhich shall be designated as "Series [YEARIProject, tAccount" (each,  a"Project Account").  All moneys deposited into the Project Fund shall be held in trust by the Project Fund Depository separate and apart from all other funds of the Agency and withdrawn only in accordance with the provisions and restrictions set forth in this Article. The Agency and the Project Fund Depository will not cause or permit to be paid fromi the Project Fund any sums except ina accordance herewith; provided, however, that any moneys in the Project Fund not needed at the time for the payment of current obligations during the course of the acquisition, construction and installation of a Project with respect to which such moneys were deposited, may, upon direction ofthe City in writing or by telephone and confirmed in writing, be invested and reinvested by the Project Fund Depository in Permitted Investments and shall be held by the Project Fund Depository for the account of the Project Fund until maturity or until sold, provided that no such investment shall be made useless the same shall mature or be subject to redemption at the Project Fund Depository's option on or before the date or dates on which the moneys sO invested will be required tol be used for construction purposes. Atn maturity or upon such sale, the proceeds received therefrom, including accrued interest and premium (ifa any) shall be immediately deposited by the Project Fund Depository in the Project Fund and shall be disposed of in the manner and for the  purposes hereinafter provided or permitted.  Section 502. Authorized Project Fund Disbursements.  Withdrawals from the Project Fund (and any Project Account therein) may be made for the purpose of paying (including the reimbursing of the Agency or the City for advances from their other funds to accomplish the purposes hereinafter described) the cost ofthe Project, including the purchase ofs such property and equipment as may be useful in connection therewith, provided that such withdrawal will not violate the Act. Without intending thereby to limit or to restrict or to extend any proper definition of such cost contained in the Act, as it has been amended and as it  may hereafter be amended, the cost oft the Project shall include:  (a) payment of () the cost of the preparation of plans and specifications (including any preliminary study or planning of the Project or any aspect thereof), (ii) the cost of acquisition, construction, equipping and installation of the Project and all construction, acquisition, equipping and installation expenses required to provide utility services or other facilities and all real or personal properties deemed necessary in  19    connection with the Project (including development, architectural, engineering, and supervisory services with respect to any of the foregoing) and (iii) any other costs and  expenses relating to the Project;  (b) payment of the purchase price of any component oft the Project, including all costs incident thereto, payment for labor, services, materials, and supplies used or furnished in site improvement and in the construction of the Project, including all costs incident thereto, payment for the cost of the construction, acquisition, installation, equipping of utility services or other facilities, payment for all real and personal property deemed necessary in connection with the Project, payment of consulting and development fees, and payment for the miscellaneous expenses incidental to any ofthe foregoing items  including the premium on any surety bond;  (c) payment of the costs of issuing the Series 2024 Bond or any Additional (d) payment ofe expenses incurred in seeking to enforce any remedy against any contractor or subcontractor ort their surety in respect ofany default under a contract relating  Bonds;  to the Project;  (e) payment oft the fees or out-of-pocket expenses ofthe City or the Agency,if any, relating to the Project, including, but not limited to, architectural, engineering, and  supervisory services with respect to the Project; legal, accounting, and supervisory services;  (f) payment of the fees, or out-of-pocket expenses, if any, of those providing services with respect toi the Project, including, but not limited to, architectural, engineering,  (g) payment to the City or the Agency of such amounts, if any, as shall be necessary to reimburse the City ort the Agency in full for all advances and payments made by either ofthem for any ofthe items set forth in clauses (a)t through (e) above; and (h) payment ofany other costs and expenses (including administrative fees and expenses of the Agency) relating to the Project permitted to be paid by the Agency under Upon completion oft the Project and after payment of all expenses with respect thereto, all moneys credited to a Project Account of the Project Fund shall be credited to the Sinking Fund and used to pay principal on the Bonds. Prior to such application, the Agency shall receive an opinion of counsel of recognized expertise in matters pertaining to municipal bonds to the effect  the. Act.  that such application will not violate the Act. Section 503. Requisition Procedure.  (a) Except as specifically provided herein, all payments from the Project Fund shall be made by wire transfer or checks signed by the Project Fund Depository or an Authorized City Representative upon receipt by the Project Fund Depository of a requisition and certification in substantially the form of Exhibit E attached hereto for such  20    payment signed by an Authorized City Representative and an Authorized Agency Representative, and, with respect to the Series 2024 Bond, a copy provided to the Bondholder. The Project Fund Depository shall retain a record ofall such requisitions. (b) In the event the Project Fund Depository shall receive a written direction from the City to transfer moneys in the Project Fund to the Sinking Fund, thel Project Fund Depository is authorized to make such transfer without the necessity ofreceiving any other  requisition or certificate hereunder. Section 504. Completion of the Project.  When the acquisition, construction and installation oft the Project has been completed, said fact shall be evidenced by a certificate signed by an Authorized City Representative and Authorized Agency Representative as provided in Section 4.06oft the Intergovernmental Contract, with a copy ofsuch certificate provided to the Bondholder oft the Series 2024 Bond. Should there be any balance in the Project Fund, such balance shall be applied as provided in Section 502.  Section 505. Transfer Upon Event of Default.  Upon the occurrence ofan Event ofDefault, no further moneys shalll be disbursed from the Project Fund, except that all moneysi in thel Project Fund shall be transferred, as soon as practicable,  to the Sinking Fund and used to pay principal oft the Bonds.  21    ARTICLE VI  SINKING FUND. AND ADDITIONAL BONDS  Section 601. Source ofl Payment of] Bond.  The Bonds, together with the interest thereon, and all payments required of the Agency hereunderi is not and shall never become general or moral obligations ofthe Agency but are special,  limited obligations payable solely and only from the Pledged Revenues.  The payments provided for pursuant to Section 5.03(a) of the Intergovernmental Contract are to be paid directly to the Sinking Fund for the account of the Agency. Payments under the Intergovernmental. Contract are required to be sufficient in amount to pay the principal of, prepayment and redemption premium, ifany, and interest on, the Bonds, and the entire amount of revenues and receipts from the Intergovernmental Contract are pledged to the payment of the principal of, prepayment and redemption premium, ifany, and interest on thel Bonds. The. Agency hereby covenants and agrees that it will not create any lien or security interest upon said revenues,  except the lien created herein.  Section 602. Sinking Fund.  (a) There is hereby created a special trust fund to be designated as the "Urban Redevelopment Agency of the City ofHampton Sinking Fund 2024" to be maintained by the Sinking Fund Custodian. The Agency shall continue to maintain or cause to be maintained the Sinking Fund separate and apart from its other funds SO long as the Bonds  remains Outstanding.  (b) There shall be deposited into the Sinking Fund, as and when received, the payments specified in Section 5.03(a) of the Intergovernmental Contract, and all other moneys received by the Sinking Fund Custodian under and pursuant to any of the provisions of the Intergovemmental Contract, if any, when accompanied by written directions from the Agency or the City that such moneys are to be paid into the Sinking  Fund.  The Agency hereby covenants and agrees that, SO long as any portion oft the Bonds  issued hereunderi is Outstanding, it will deposit, or cause tol be deposited, promptly into the Sinking Fund sufficient sums from payments received pursuant to the Intergovernmental Contract, ifany, to pay the principal of, premium, ifany, or interest on, the Bonds as and when the same become due and payable. Nothing herein shall be construed as requiring the Agency to use or to provide  any funds or revenues from any source other than the sources herein provided.  (c) Moneys in the Sinking Fund shall be used solely as a fund for the payment oft the principal of, premium, ifany, and interest, on the Bonds, and, as hereafter described fort the prepayment or redemption of the Bonds at or prior to maturity. Except as provided in a resolution supplemental hereto, no part of payments ini the Sinking Fund shall be used to prepay or redeem, prior to maturity, a part of the Bonds Outstanding; provided, that whenever the amount in the Sinking Fund from any source whatsoever is sufficient to prepay or redeem all of the Bonds Outstanding hereunder, toj pay interest to accrue thereon  22    to such prepayment or redemption date, and to pay all costs and expenses accrued and to accrue to such prepayment or redemption date, the Agency, at the direction oft the City, covenants and agrees to take, and cause to be taken, the necessary steps toj prepay orredeem all ofsaid Bond on the next succeeding prepayment date or redemption date for which the required redemption notice may be given; and, provided further that any moneys in the Sinking Fund, other than payments received pursuant to the Intergovernmental Contract, may be used to prepay or redeem aj part of the Bonds Outstanding on the next succeeding prepayment date or redemption date for which the required notice of prepayment or redemption may be given to the extent said moneys are in excess oft the amount required for payment of Bond theretofore matured, prepaid or called for redemption and past due interest in all cases where such Bond have not been presented for payment. Section 603. Repayment to the City from the Sinking Fund.  Any amounts remaining in the Sinking Fund after payment in full ofall Bonds (taking into consideration that sufficient monies or obligations such as are described in Section 1001 hereof must be retained in the Sinking Fund to pay all principal ofa and interest then due and payable with respect to each Bond not yet presented for payment and to pay all principal and interest relating to each Bond which is not yet due and payable but with respect to which the lien oft this Resolution has been defeased upon compliance with Article X hereof), and after payment of all of the fees, charges, and expenses oft the Paying Agent, Bond Registrar, the Sinking Fund Custodian and the Project Fund Depository which have accrued and which will accrue and all other items required to be paid hereunder, ifany, shall bej paid to the City upon the expiration or sooner termination ofthe term oft the Intergovernmental Contract as provided in the Intergovernmental Contract.  Section 604. Transfers from the Sinking Fund.  The Agency covenants and agrees that all transfers from the Sinking Fund, and all payments from said fund into another fund, or to other sources shall be made by checks signed by the Sinking Fund Custodian or by bank wire, as directed by the Agency or by the City, as  appropriate.  Section 605. Investments of Sinking Fund Moneys.  Moneys on deposit in the Sinking Fund shall be invested in Sinking Fund Investments as directed by the City in writing or by telephone confirmed in writing. Any such securities SO purchased shall be held by the Sinking Fund Custodian in trust until paid at maturity or sold, and all income therefrom shall be immediately deposited to the credit of the fund from which the moneys to make such investment were derived. All investments in the Sinking Fund shall mature not later than the date on which such moneys willl be needed to pay the principal of and interest on  the Bonds.  Section 606. Lien on Funds.  Pursuant to Section 205 hereof, the. Agency hereby pledges to owners oft the Bonds all the moneys and securities held ini the Project Fund and the Sinking Fund. Said moneys and securities shall immediately be subject to the lien of this pledge without any physical delivery thereof or further act, and the lien oft this pledge shall be valid and binding against the Agency, and against  23    all parties having claims of any kind against the Agency, whether such claims shall have arisen in contract, tort or otherwise and irrespective of whether or not such parties have notice thereof.  Section 607. Additional Bonds.  (a) By a resolution or resolutions supplemental to this Resolution and in accordance with the provisions of this Resolution, upon prior written notice to the Bondholder of the Series 2024 Bond, the Agency may from time to time provide for the issuance of Additional Bonds for the purpose of refunding any Bonds issued under this Resolution and financing the cost ofcompleting the acquisition, construction, installation,  improving and equipping oft the Project.  (b) Such Additional Bonds shall be in fully registered form and have such identifying designation, shall be dated such date, shall mature at such time or times, shall bear interest at such rate or rates, shall be subject to redemption prior to maturity at such times and prices, and shall contain such other provisions not inconsistent with this Resolution as the resolution ofthe Agency providing for the issuance thereof shall fix and  determine.  (c) The Agency may issue Additional Bonds for the purposes specified above  provided that all oft the following conditions are met:  (1) A certificate executed by an Authorized City Representative ()a approving the terms, conditions, manner of issuance, purchase price, delivery and contemplated disposition oft the proceeds ofthe sale ofs such Additional Bonds, and (ii) certifying that no Event ofDefault has occurred and is continuing under the Intergovermmental Contract or, to the best of such person's knowledge, this  Resolution;  (2) A copy, duly certified by the Secretary of the Agency, of the resolution adopted by the Agency authorizing the issuance of such Additional Bonds and the execution and delivery of the supplemental resolution providing for the terms and conditions under which such Additional Bonds shall be issued, together with an executed counterpart ofs such supplemental resolution;  (3) An executed counterpart of an amendment oft the Intergovemmental Contract providing for an adjustment in the payments of the City to provide payments sufficient to pay the principal of and interest on such Additional Bonds and providing for the use ofthe proceeds of the sale ofs such Additional Bonds; (4) An opinion ofa firm of nationally recognized bond attorneys to the effect that (i) the issuance ofs such Additional Bonds has been duly authorized and the terms thereofcomply with the requirements oft this Resolution and the Act; and (ii) such Additional Bonds are valid and binding obligations of the Agency entitled  to the benefits of and secured by this Resolution; and  (5) A written request, order and authorization to the Bond Registrar on behalf of the Agency and signed by the Chairperson or Vice Chairperson and  24    Secretary oft the Agency to authenticate and deliver such Additional Bonds to the purchaser or purchasers therein identified upon payment for the account of the Agency, ofthe sum specified in such request and authorization plus accruedi interest (ifany) on such Additional Bonds to the date of delivery thereof. (d) The proceeds of such Additional Bonds shall be deposited with the Paying Agent, the Project Fund) Depository or other depository or custodian and! held and disbursed all as provided in the supplemental resolution providing for thei issuance ofs such Additional  Bonds.  (e) Each ofsuch Additional Bonds of whatever series shall rank equally and on ap parity with the Series 2024 Bond and shall be equally and ratably secured under this Resolution with the Series 2024 Bond and all other series of Additional Bonds, if any, without preference, priority or distinction of any of the aforesaid Bonds, or any coupons appertaining thereto, over any other thereof. The Agency shall not incur any indebtedness or issue any bonds or other obligations of any kind (other than the Series 2024 Bond and  any Additional Bonds) secured by aj pledge oft the Pledged Revenues.  25    ARTICLE VII  DEPOSITORIES OF MONEYS AND SECURITIES FOR DEPOSIT; DESIGNATION OF PAYING AGENT AND BOND REGISTRAR  Section 701. Depositories and Custodians.  (a) All moneys received by the Agency within the terms hereof shall, subject tot the giving of security as hereinafter provided, be deposited with the proper depository or custodian in the name of the Agency and shall be deposited in banks insured by the Federal Deposit Insurance Corporation, or any successor thereto. All moneys on deposit int the funds created herein shall constitute trust funds to be applied in accordance with the terms and for the purposes as set forth in this Resolution and shall not be subject to lien or  attachment by any creditor of the Agency or the City.  (b) No moneys belonging to any of the funds created hereunder shall be deposited or remain on deposit with any depository or custodian in an amount in excess of the amount guaranteed or insured by the Federal Deposit Insurance Corporation or other federal agency, unless such institution shall have pledged fort the benefit ofthe Agency and the Bondholders as collateral security for the moneys deposited, direct obligations of or obligations the principal and interest ofwhich are unconditionally guaranteed by the United States of America, or other marketable securities eligible as security for the deposit oftrust funds under regulations of the Board of Governors of the Federal Reserve System and having a market value (exclusive of accrued interest) at least equal to the amount ofs such  deposits.  (c) Ameris Banki isl hereby designated as Sinking Fund Custodian and as Project Fund Depository. The Agency may, from time to time, designate a successor custodian or depository of any of the funds created hereunder; provided such custodian or depository complies with all ofthe provisions oft this Article. In the event any custodian or depository shall resign or fail to perform its duties hereunder, the Agency shall appoint a new  custodian or depository for such fund.  (d) In the event the Sinking Fund Custodian and the Paying Agent are the same bank acting in both capacities, then the Sinking Fund Custodian shall, without any further direction on the part of or any further authorization from the Agency, use, invest and disburse the moneys in the Sinking Fund as required by this Resolution; except that, if, as provided under Article III oft this Resolution or a supplemental resolution with respect to any Additional Bonds, it prepays, redeems or buys any Bonds with moneys in the Sinking Fund, then proper authorization from the Agency and the City shall be furnished for such use and disbursement. Ifthe Sinking Fund Custodian and the Paying Agent are not the same bank, the Sinking Fund Custodian shall transfer to the Paying Agent from moneys held in the Sinking Fund, in immediately available funds, moneys in amounts and at or before such times as shall be required to pay the principal of and interest on the Bonds as  and when the same are payable.  26    Section 702. Administrative Fees and Expenses.  The Agency shallj pay, or cause the City toj pay, toi the custodians and depositories appointed in accordance with Section 701 oft this Resolution, and to their successors and assigns, and to the Paying Agent and Bond Registrar and to their respective successors and assigns from time to time, as the same are due and payable their reasonable fees and reasonable expenses for serving under this Resolution. The Agency's obligation to pay such fees and expenses shall be limited to the  moneys it receives pursuant to the Intergovernmental Contract.  Section 703. Appointment of Paying Agent and Bond Registrar.  (a) The Finance Director oft the City of Hampton, Georgia is hereby designated as the Paying Agent and Bond Registrar. The Issuer may, from time to time, with the consent oft the City, designate a successor Paying Agent or Bond Registrar. In the event the Paying Agent or the Bond Registrar shall resign or fail toj perform its duties hereunder, the Issuer shall appoint a new Paying Agent or Bond Registrar, as appropriate.  (b) Not less than two (2) Business Days prior to any Interest Payment Date, the Paying Agent shall ascertain whether amounts sufficient to make the payment due on such Interest Payment Date are on deposit in the Sinking Fund and, ifso, shall make appropriate arrangements with the Sinking Fund Custodian and the City for the transfer of such sufficient amount to the Paying Agent in order to effect timely payment oft the Bonds on  such Interest Payment Date in accordance with the terms hereof. Section 704. Employment of Attorneys, Agents, Etc.  The Project Fund Depository, Sinking Fund Custodian and Paying Agent and Bond Registrar may execute any of the powers hereof and perform any of their duties by or through attorneys, agents, receivers or employees, but shall not be answerable fort the conduct oft the same if appointed with due care, and shall be entitled to advice of counsel concerning their duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receiversand employees as may reasonably be employed in connection with the exercise of powers hereunder. The Project Fund Depository, Sinking Fund Custodian, Paying Agent and Bond Registrar may act upon the opinion or advice ofany attorney (who may be the attorney or attorneys for the Agency) selected by the Project Fund Depository, Sinking Fund Custodian, Paying Agent, and Bond Registrar in the exercise ofreasonable care. The Project Fund Depository, Sinking Fund Custodian, Paying Agent, and Bond Registrar shall not be responsible for any loss or damage resulting from any action ori inaction taken orI not taken, as the case may be, in good faith in reliance  upon such opinion or advice.  Section 705. Reliance on Documents.  The Project Fund Depository, Sinking Fund Custodian, Paying Agent, and Bond Registrar shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed  or sent by the proper person or persons.  27    Section 706. Evidence of Facts.  As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Project Fund Depository, Sinking Fund Custodian, Paying Agent, and Bond Registrar shall be entitled to rely upon a certificate signed by an Authorized Agency Representative or an Authorized City Representative as sufficient evidence of the facts therein contained and priort to the occurrence of an event ofdefault, shall also be atl liberty to accept as similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed by it to be necessary or  advisable, but shall in no case be bound to secure the same.  Section 707. Release ofLiability.  The Agency hereby releases the Project Fund Depository, Sinking Fund Custodian, Paying Agent and Bond Registrar and covenants not to sue any of them for any loss or damage suffered or caused directly or indirectly by the Project Fund Depository, Sinking Fund Custodian, Paving Agent and Bond Registrar or their agents or employees and arising out of or related to the performance oft the duties oft the Project Fund Depository, Sinking Fund Custodian, Paying Agent and Bond Registrar under this Resolution or the Intergovernmental Contract; provided, however, that this release and covenant not to sue shall not cover acts of gross negligence or willful  misconduct.  28    ARTICLE VIII  PARTICULAR COVENANTS AND FINDINGS  Section 801. Payment of Bond.  The Agency covenants that it will promptly pay the principal of and interest on each and every Bond at the place, on the dates and in the manner herein, and in the Bonds specified, and any premium required for the redemption oft the Bonds, according to the true intent and meaning thereof. The principal of, interest on, and redemption premium (ifany) on the Bonds are payable solely out ofr moneys in the Sinking Fund, which shall be sufficient to make all payments required  to be made.  Section 802. Books and Records.  The Agency covenants that it will keep the funds and accounts created hereunder separate from all other funds and accounts oft the Agency, or any ofi its departments, and oft the revenues collected from the Intergovernmental Contract and the application thereof. Such records and accounts shall be open to the inspection of all interested persons at reasonable times and upon  reasonable request.  Section 803. Reserved.  Section 804. No Diminishment of] Lien Granted.  So long as any portion of the Bonds shall be Outstanding, the Agency shall not hereafter create, or cause to be created, any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien hereof and of the Bonds upon the Pledged Revenues. The Agency shall not transfer, convey, or otherwise alienate its ownership interest in the Project, except as provided in the Intergovernmental Contract, except that the Agency may transfer and convey its ownership interest in the Project as a whole if simultaneously with such transfer and conveyance the Agency shall deposit int the Sinking Fund an amount which with other moneys then in said fund shall be sufficient to pay or redeem (as applicable) all Outstanding Bonds on their respective dates of stated maturity or on the earliest date upon which they could be redeemed in accordance with their terms and also to pay all interest which shall have accrued  thereon on or before such stated maturity date or redemption date.  Nothing herein shall be construed to be a grant to the Bondholders ofa security interest in any properties now owned or hereafter acquired by the Agency (or the revenues therefrom). Bondholders have not been granted a lien on or security interest in the Project.  Section 805. Maintenance of Existence.  The Agency will undertake reasonable efforts to maintain its existence or assure the assumption of its obligations hereunder and under the Intergovermental Contract by any  corporation or political subdivision succeeding to its powers under the Act.  29    Section 806. Agency will not Cancel ntergovernmental Contract.  The Agency agrees that SO long as any portion of the Bonds shall be Outstanding, it will not consent or agree to any change, amendment, modification or termination of the Intergovemmental Contract except as provided in Sections 1103 and 1104 hereof; that it will promptly, faithfully and satisfactorily perform all of the agreements and obligations made and undertaken by it pursuant to the Intergovermental Contract and that it will enforce Section 5.03  ofthe Intergovermental Contract in accordance with its terms. Filings Related to Series 2024 Bond for SEC Rule 15c2-12.  Section 807. Information to be provided to Series 2024 Bondholder; City's Notice (a) The Agency shall cause the City to provide the Bondholderofthe: Series 2024 Bond with (i) its audited financial statements within 270 days oft the close ofi its fiscal year and (ii) such other publicly available information that the Bondholder of the Series 2024 Bond reasonably requests. The City may satisfy its obligation to provide the Bondholder of the Series 2024 Bond with audited financial statements by providing such Bondholder a link to an electronic copy of such audited financial statements or by posting the audited financial statements on the Electronic Municipal Market Access ("EMMA") system. In the event that the audited financial statements are not available within 270 days of the close of the City's fiscal year, the City will furnish unaudited financial statements to the Bondholder ofthe Series 2024 Bond in the manner described in this paragraph, and will then supply the audited financial statements immediately upon the availability thereof. The electronic audited financial statements or link may be sent to the following email address (or such other address as the Registered Holder of the Series 2024 Bond  supplies to the City in writing): Publichinance/QwebsterBank.com,  (b) In connection with the City's compliance with any continuing disclosure undertakings (each, a "Continuing Disclosure Agreement") entered into by the City pursuant to SEC Rule 1502-12promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the "Rule"), the Purchaser acknowledges that the City may be required to file with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system, or its successor ("EMMA"), notice that the City has incurred obligations hereunder and notice of certain subsequent events reflecting financial difficulties in connection with the Series 2024 Bond. The City agrees that it shall not file or submit, or permit to be filed or submitted, with EMMA any documentation that includes the following unredacted sensitive or confidential information about the Purchaser or its affiliates: address and account information of the Purchaser or its affiliate, or e-mail addresses, telephone numbers, fax numbers, names and signatures of officers, employees and signatories of the Purchaser ori its affiliates, unless otherwise required for compliance with the Rule or otherwise required by law. The City acknowledges that the Purchaser is not responsible for the City's compliance or noncompliance with the Rule or any Continuing Disclosure  Agreement.  Section 808. Amounts Remaining in Funds and Accounts.  Upon the payment in full of the principal, premium (ifany), and interest on the Bonds, any  money remaining on deposit in any fund created hereunder shall be paid to the City.  30    ARTICLE IX  EVENTS OF DEFAULTS; REMEDIES  Section 901. Events of Default.  An "Event of Default" shall mean the occurrence of any one or more of the following  events:  (a) payment of any installment of principal on the Bonds, either at maturity or (b) payment ofany installment ofinterest on the Bonds shall not be made when (c) an order or decree shall be entered, with the consent or acquiescence oft the Agency, appointing a receiver, or receivers, of the Agency, or any proceedings shall be instituted, with the consent or acquiescence of the Agency, for the purpose ofe effecting a composition between the Agency and its creditors, pursuant to any federal or state statute now or hereafter enacted, or if such order or decree, having been entered without the consent and acquiescence oft the Agency, shall not be vacated or discharged or stayed on appeal within sixty (60) days after entry thereof, or if such proceeding, having been instituted without the consent or acquiescence oft the Agency, shall not be withdrawn, or any orders entered shall not be vacated, discharged or stayed on appeal within sixty (60) days after the institution ofsuch proceedings, or the entry of such orders;  otherwise, shall not be made when the same shall become due and payable;  thes same become due and payable;  (d) the Agency shall fail to duly and punctually perform any other of the covenants, conditions, agreements or provisions contained in the Bonds or in this Resolution, on the part oft the Agency to be performed, and such failure shall continue for aperiod ofthirty (30) days after written notice, specifying such failure and requiring same to be remedied, shall have been given to the Agency by any Bondholder; or  (e) the Agency shall, for any reason, be rendered incapable of fulfilling its (f) an Event ofDefault shall occur under the Intergovernmental Contract.  obligations hereunder; or Section 902. Remedies.  Upon the happening and continuance of any Event of Default, then and in every such case any Bondholder may proceed, subject to the provisions of Section 904, to protect and enforce the rights of the Bondholders hereunder by a suit, action or special proceeding in equity or at law for the specific performance of any covenant or agreement contained herein or in the Intergovernmental Contract or in aid or execution of any power herein granted, or for the entorcement ofany proper legal or equitable remedy as the Bondholders shall deem most effectual top protect and enforce the rights aforesaid, insofaras such: may be authorized by law. Acceleration  oft the Bonds is not a remedy under this Resolution.  31    Section 903. Alamdemmmtaffnedmp  In case any proceeding taken by any Bondholder on account of any Event of Default shall have been discontinued or abandoned for any reason, or shall have been determined adversely to such Bondholder, then and in every such case the Agency and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, power and duties of the Bondholders shall continue as though no such proceedings had been taken. Section 904. Limitation of Actions by Bondholders; Equal Benefit.  No one or more owners of the Bonds shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security granted and provided for herein, or to enforce any right hereunder, except in the manner herein provided. All proceedings at law ori in equity shall bei instituted for the equal benefit ofall owners ofOutstanding Bonds.  Section 905. Non-Exclusivity of Remedies.  No remedy herein conferred upon the Bondholders isi intended to be exclusive ofa any other remedy, or remedies, and each and every such remedy shall be cumulative, and shall bei in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, or by  statute.  Section 906. Delays.  No delay or omission ofany Bondholder to exercise any right or power accruing upon any Event of Default occurring and continuing, as aforesaid, shall impair any Event of Default or be construed as an acquiescence therein and every power and remedy given by this Article to the Bondholders may be exercised from time to time and as often as may be deemed expedient.  32    ARTICLEX DEFEASANCE  Section 1001. Payment and Defeasance.  If() the Agency shall pay or cause to be paid to thel Bondholders the principal of, premium, ifany, and thei interest to become due on the Bonds at the times andi int the manner stipulated therein and herein, (ii) all fees, charges and expenses of the Paying Agent, Bond Registrar, depositories and custodians shall have been paid or provision for such payment has been made, and (iii) the Agency shall keep, perform and observe all ofi its agreements in the Bonds and herein expressed as to bel kept, performed and observed by it or on its part, then these presents and the rights hereby  granted shall cease, determine and be discharged.  The Bonds shall be deemed to be paid within the meaning of this Resolution if() either (a)s sufficient moneys shall have been irrevocably deposited with the Paying Agent to pay the same when they become due or (b) there shall have been irrevocably deposited with the Paying Agent moneys or Government Obligations, which, without any reinvestment thereof or of the interest thereon, will produce moneys sufficient to pay the same when they become due (whether upon or prior to the stated maturity of the Bonds), (ii) a report of an independent firm of nationally recognized certified public accountants or such other accountant verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date ("Verification") shall be delivered to the Agency, (iii) the Agency shall execute an escrow deposit agreement ift the escrow period exceeds 90 days, and (iv) an opinion of nationally recognized bond counsel shall be delivered to the Agency, the Bondholder of the Series 2024 Bond and the City to the effect that the Bonds is no longer Outstanding. Each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the. Agency and the City. Ini the event the Agency shall have made a deposit of moneys or Government Obligations, the Agency shall retain the right to substitute Government Obligations for those previously pledged provided that such Government Obligations will provide sufficient moneys in a timely fashion (without any reinvestment as described above) to make the required payments of principal and interest on the Bonds. The Agency, at the direction of the City, may defease all oft the Bonds or any portion of the Bonds as  itr may elect.  Section 1002. Termination ofLiability.  Ifthe Agency shall determine that it is desirable to terminate the rights and liens hereunder ofthe Bondholders (pursuant to a refunding or otherwise) and shall cause the Bonds to be deemed tol be paid within the meaning of Section 1001 hereof, then the Bonds shall thereafter have no right orl lien under this Resolution other than the right to receive payment from said special fund and the  same shall not be considered to be Outstanding hereunder for any purpose.  33    ARTICLE: XI  SUPPLEMENTAL RESOLUTIONSAND  AMENDMENT OF INTERGOVERNMENTAL CONTRACT Section 1101. Supplemental Resolutions Not Requiring Consent of Bondholders. The Agency may, without the consent of, or notice to, any of the Bondholders, adopt a resolution or resolutions supplemental to this Resolution for any one or more of the following  purposes:  (a) to cure any ambiguity or formal defect or omission ini this Resolution; (b) to grant to or confer fort the benefit ofthel Bondholders any additional rights, remedies, powers, or authorities that may lawfully be granted to or conferred upon the  Bondholders;  (c) to subject to the lien and pledge of this Resolution additional rents, (d) toc comply with the requirements ofthe Trust Indenture Actof 1939, as from time to time amended, or any similar federal statute hereafter in effect, in either case  revenues, receipts, properties, or collateral;  lawfully made applicable to this Resolution;  (e) to add, delete or revise provisions required in connection with the issuance (f) to make the Bonds eligible for acceptance by The Depository Trust Company or any similar holding institution or to permit issuance ofthe Bonds or interests  ofbond insurance or any other credit facility with respect to the Bonds;  therein in book-entry form;  (g) to obtain, maintain or upgrade a rating on the Bonds; (h) toj provide for the issuance of Additional Bonds; or  (i) inc connection with any other changes hereto that in the opinion of counsel  are not materially adverse to the interests oft the Bondholders.  Section 1102. Supplemental Resolutions Requiring Consent of Bondholders. Exclusive of supplemental resolutions covered by Section 1101 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the holders of not less than a majority inj principal amount ofthe Bonds then Outstanding shall have the right, from time tot time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption by the Agency ofs such other resolution or resolutions supplemental hereto as shall be deemed necessary or desirable by the Agency for the purpose of modifying, altering, amending, adding to, or rescinding, in any particular, any of the terms or provisions contained in this  34    Resolution ori in any supplemental resolution; provided, however, that nothing in this Section shall  permit, or be construed as permitting:  (i) an extension oft the maturity date or due date ofany mandatory sinking fund prepayment or redemption on which the principal of or the interest on any Bond is, or is to  become, due and payable, interest thereon,  (ii) a reduction in the principal amount of any Bond or Bonds or the rate of (iii) aj privilege or priority of any Bond or Bonds over any other Bond or Bonds, (iv) areduction in the principal amount ofthe Bonds required for consent to any (v) an alteration of the date fixed in any of the Bonds for the payment of the principal of or interest on any Bond or other modification of the terms of payment of the principal at maturity ofori interest on any Bond or imposition ofany conditions with respect to such payment or adversely affecting the right of the owner of any Bond, which is absolute and unconditional, to institute suit for the enforcement of any such payment as  supplemental resolution,  provided herein, then Outstanding, or  (vi) any action affecting the rights of the owners of less than all of the Bonds (vii) the creation of any lien or charge on any ofthe Pledged Revenues prior to or superior to the lien or charge created on the Pledged Revenues as security for the Ifthe. Agency shall desire to adopt any such supplemental resolution for any ofthe purposes oft this Section, it shall cause notice oft the proposed adoption of such supplemental resolution to be given in writing by registered or certified mail postage prepaid to the registered owners of all Outstanding Bonds. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that copies thereof are on file at the principal office of the Agency for inspection by all Bondholders. If, within sixty (60) days, or such longer period as shall be prescribed by the Agency, following the mailing of such notice, the holders of not less than a majority in principal amount of the Bond shall have consented to and approved the adoption of such supplemental resolution as herein provided, no holder of any Bond shall have the right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety ofthe execution thereof, or to enjoin or restrain the Agency from adopting thes same or fromi taking any action pursuant to the provisions thereof. Upon the adoption ofany suchs supplemental resolution as int this Section permitted and provided, this Resolution shall  payment ofthe Bonds.  be modified and amended in accordance therewith.  Anything herein to the contrary notwithstanding, a supplemental resolution under this Article XI which affects any right of the City under the Intergovermental Contract shall not become effective unless and until the City shall have consented to the execution and delivery of such supplemental resolution. In this regard, the Agency shall cause notice of the proposed  35    execution and delivery ofa any such supplemental resolution together with a copy oft the proposed supplemental resolution to be delivered to the City at least fifteen (15) days prior to the proposed  date ofa adoption ofany such supplemental resolution.  Section 1103. Amendments, etc., to Intergoyernmental Contract Not Requiring The Agency and the City shall without the consent of, or notice to, the Bondholdersconsent to any amendment, change or modification of the Intergovernmental Contract (a Intergovermmental Contract amendment") as may be required (i) by the provisions of the Intergovernmental Contract or this Resolution (including as may be required in connection with the issuance of Additional Bonds), (ii) for the purpose of curing any ambiguity or formal defect or omission in the Intergovernmental Contract or (iii) in connection with any other change therein which, in the judgment oft the City, is not contrary to or inconsistent with the Intergovernmental  Consent of Bondholders.  Contract and is not to the prejudice oft the bondholders.  Section 1104. Amendments, etc., to ntergovernmental Contract Requiring Consent Except for the amendments, changes or modifications as provided in Section 1103 hereof, neither the Agency nor the City shall consent to any other amendment, change or modification of the Intergovermental. Contract without the mailing of notice and the written approval or consent ofthe holders of not less than ai majority inj principal amount oft the Bonds then Outstanding given and procured as provided in Section 1102 hereof; provided, however, that nothing contained in this Article shall permit, or be construed as permitting, any amendment, change or modification of the City's unconditional obligation to make payments under the Intergovernmental Contract or the City's covenants with respect to the use of the proceeds oft the Bonds. Ifthe Agency or the City, as the case may be, shall request the consent oft the Bondholders to any such proposed amendment, change or modification of the Intergovernmental Contract, the Bond Registrar shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change orr modification tol be mailed in the manner as provided by Section 11021 hereofwithi respect to proposed supplemental resolutions. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the principal office of the Bond Registrar for  ofl Bondholders.  inspection by Bondholders.  Section 1105. Legal Action.  (a) Any action or proceeding in any court objecting to such supplemental resolution orl Intergovernmental Contract amendment or to any oft the terms and provisions therein contained or the operation thereof, or in any manner questioning the propriety of the adoption thereof or the execution by any bondholder of any instrument purporting to approve the adoption of such supplemental resolution or Intergovernmental Contract amendment, or to enjoin or restrain the Agency from taking any action pursuant to the provisions thereof, must be commenced within thirty (30) days after the Agency shall have determined that the adoption of such supplemental resolution or Intergovernmental  Contract amendment has been duly approved.  36    (b) Upon the expiration of such thirty (30) day period, or, ifany such action or proceedings shall be commenced, upon any judgment or decree sustaining such supplemental resolution or Intergovermmental Contract amendment becoming final, this Resolution, any supplemental resolutions, the Intergovernmental Contract and any Intergovernmental Contract amendment shall be, and be deemed to be, modified and amended in accordance with such supplemental resolution or Intergovermenta. Contract amendment, and the respective rights, duties and obligations under this Resolution and any supplemental resolution and all owners of Outstanding Bonds shall thereafter be determined, exercised and enforced hereunder, subject, in all respects, to such  modifications and amendments. Section 1106. Incorporation.  Any supplemental resolution adopted and becoming effective in accordance with the provisions of this Article shall thereafter form aj part oft this Resolution and all conditions oft this Resolution for any and all purposes, and shall be effective as to all owners of the Bonds then Outstanding and no notation or legend ofs such modifications and amendments shall be required to  be made thereon.  37    ARTICLE XII  MISCELLANEOUS PROVISIONS  Section 1201. Acceptance of Bid.  The bid submitted by the Purchaser to purchase the Series 2024 Bond, attached hereto as Exhibit B, isl hereby accepted, and all other bids sO received are hereby rejected, and the actions of the Chairperson for and on behalf oft the Agency are hereby ratified and approved relating to her earlier notification to all bidders oft the acceptance and rejection ofs such bids by the Agency. The Series 2024 Bond shall, in due course, be delivered to the Purchaser against payment for the Series 2024 Bond in accordance with the Request for Proposals and the Purchaser's bid accepted by the  Issuer.  Section 1202. Validation.  The Series 2024 Bond shall be validated in the manner provided by law, and to that end notice of the adoption of this Resolution and a copy thereof shall be immediately served on the District Attorney of the Flint Judicial Circuit in order that proceedings for the confirmation and validation of the Series 2024 Bond by the Superior Court of Henry County may be instituted by  said District Attorney.  Section 1203. Reserved. Section 1204. Reserved. Section 1205. Severability.  Inc case any one or more of the provisions of this Resolution, or the Bonds, shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision oft this Resolution, or the Bonds, but this Resolution and the Bonds shall be construed and enforced as ifsuchi illegal or invalid provisions had not been contained therein.  Section 1206. Resolution as a Contract.  (a) The provisions ofthis Resolution shall constitute a contract by and between the Agency and the Bondholders, and after the issuance oft the Bonds this Resolution shall not be repealed, revoked, supplemented rescinded or amended in any respect which will adversely affect the rights and interest of the owners of the Bonds, nor shall the Agency pass any proceedings in any way adversely affecting the rights ofs such owners, sO long as any ofthe Bonds authorized by this Resolution, or the interest thereon, shall remain unpaid. This covenant shall not be construed as prohibiting modifications hereof or amendments hereto to the extent and in the manner. as provided in Article XI hereof.  (b) The provisions of this Resolution and every appropriate sentence hereof shall be construed as including and as being applicable to any Additional Bonds issued by the Agency, as well as to the Series 2024 Bond, and any Additional Bonds issued by the Agency shall be treated for all intents and purposes, useless otherwise specifically stated,  38    just as ifthey had beeni issued together with the Series 2024 Bond and pursuant tot thet terms  ofthis Resolution.  (c) Any subsequent proceedings authorizing the issuance of Additional Bonds issued by the Agency as provided in this Resolution shall in no way conflict with the terms and conditions of this Resolution, but shall, for all legal purposes, reaffirm all of the applicable covenants, agreements and provisions ofthis Resolution for the equal protection  and benefit of all bondholders.  Section 1207. Payments Due on Saturdays, Sundays and Holidays.  In any case where the date of payment of the principal ofc or interest on the Bonds shall be as Saturday, Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then payment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date  of stated maturity, and no interest shall accrue for the period after such date. Section 1208. Resolution Constitutes Trust Indenture.  This Resolution has been duly authorized, executed and delivered by the Agency and is not  subject to qualification under the Trust Indenture Act of1939, as amended.  Section 1209. Applicable Provisions ofLaw.  This Resolution shall be governed by and construed and enforced in accordance with the  laws of the State.  Section 1210. Repeal of Conflicting Resolutions.  Any and all resolutions, or parts of resolutions in conflict with this Resolution are hereby repealed, and this Resolution shall be in full force and effect from and after its adoption. Section 1211. Authorization ofand Acceptance Intergovernmental Contract. The execution, delivery and performance of the Intergovernmental Contract, are hereby authorized. The intergovernmental. Contract shall be executed by the Chairperson or the Vice Chairperson of the Agency and attested by the Secretary or Assistant Secretary ofthe Agency, and the seal of the Agency shall be impressed thereon. The Intergovernmental Contract shall be in substantially the form attached hereto as Exhibit C, with such changes, insertions or omissions as may be approved by the Chairperson or Vice Chairperson of the Agency, and the execution and delivery by the Agency ofthe Intergovernmental Contract as hereby authorized shall be conclusive evidence of the approval of any such changes, omissions or insertions. The Agency accepts the terms of the Intergovernmental Contract and agrees that it will effectively carry out the purpose and intention oft the Intergovernmental Contract and has accepted the Intergovernmental Contract  for and on behalfofitselfand: for and on behalf ofall Bondholders.  39    Section 1212. Authorization ofCustodial Agreement.  The execution, delivery and performance of a Custodial Agreement among the Agency, the City, and Ameris Bank as Sinking Fund Depository and Project Fund Custodian, are hereby authorized. The Custodial Agreement shall be executed by the Chairperson or the Vice Chairperson of the Agency and attested by the Secretary or Assistant Secretary of the Agency, and the seal of the Agency may, but is not required to be, impressed thereon. The Intergovernmenta. Contract shall be in substantially the form presented at the meeting approving this Resolution with such changes, insertions or omissions as may be approved by the Chairperson or Vice Chairperson of the Agency, and the execution and delivery by the Agency of the Intergovernmental Contract as hereby authorized shall be conclusive evidence of the  approval of any such changes, omissions or insertions.  Section 1213. Authorization of Paying Agency Agreement.  The execution, delivery and performance of a Paying Agency Agreement between the Agency and the Finance Director of the City of Hampton, if any, are hereby authorized. The Paying Agency Agreement shall be executed by the Chairperson or the Vice Chairperson ofthe Agency and attested by the Secretary or Assistant Secretary of the Agency, and the seal of the Agency may, but is not required to be, impressed thereon. The Intergovernmental Contract shall bei in substantially the form presented. at the meeting approving this Resolution with such changes, insertions or omissions as may be approved by the Chairperson or Vice Chairperson ofthe Agency, and the execution and delivery by the Agency of the Intergovernmental Contract as hereby authorized shall be conclusive evidence of the approval of any such changes, omissions or  insertions.  Section 1214. No Individual Responsibility of Members and Officers of Agency. No stipulations, obligations or agreements of any member or ofa any officer oft the Agency shall be deemed to be stipulations, obligations or agreements of any such member or officer in his  or her individual capacity.  Section 1215. Counterparts; Electronic Execution.  The Chairperson or the Vice Chairperson of the Agency are each hereby authorized to execute the Intergovernmental Contract, and all other documents and certificates related to the issuance and delivery of the Series 2024 Bond in counterparts, by electronic or digital signature including but not limited to emailed PDF or other electronic means that reproduces an image of the actual executed signature page, and such electronic pages shall constitute one and the same instrument, and an original signature and shall be ofthe same legal effect, validity or enforceability asar manually executed, physically delivered or paper-based signature, as the case may be, and it is further found and determined that such electronic signatures are expressly permitted under the  Uniform Electronic Transactions Act (O.C.G.A. Section 10-12-1, ets seq.).  Section 1216. General Authority.  The Agency, at the direction ofa and in consultation with the City, shall execute and deliver all documents and certificates necessary to effectuate the transactions contemplated by this  40    Resolution. All actions heretofore taken and all documents heretofore executed in connection with the issuance of the Series 2024 Bond are hereby ratified and approved. It is hereby ratified and approved that the Chairperson and any other proper officers, members, agents and employees of the Agency hereby are authorized, empowered and directed to execute and deliver a tax and non- arbitrage certificate and do all other such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of this Resolution and further are authorized to take any and all further actions and execute and deliver any and all other certificates, papers and documents as may be necessary or desirable to effect the actions contemplated by this Resolution. Such other certificates, papers and documents shall be in such form and contain such terms and conditions as may be necessary or desirable to effect the actions contemplated by this Resolution. Such other certificates, papers and documents shall be in such form and contain such terms and conditions as may be approved by the Chairperson or Vice Chairperson or the Agency, and the execution of such other certificates, papers and documents by the Chairperson or Vice Chairperson oft the Agency as herein authorized shalll be conclusive evidence ofany such approval. The Secretary or any Assistant Secretary oft the. Agency is hereby authorized to attest the signature oft the Chairperson or Vice Chairperson ofthe Agency and impress, imprint or otherwise affix the seal of the Agency on any of the certificates, papers and documents executed in connection with this Resolution, but shall not be obligated to do: so, and the absence oft the signature ofthe Secretary or Assistant Secretary or the Agency's seal on any such other certificates, papers and documents shall not affect the validity or enforceability oft the Agency'so obligations thereunder.  Section 1217. Consents of Bondholders.  (a) Any request, demand, authorization, direction, notice, consent, waiver, or other action provided by this Resolution to be given or taken by Bondholders may be embodied in and evidenced by one or more instruments ofsubstantially similar tenor signed by such Bondholders in person or by their agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Agency, and, where it is expressly required, to the Agency and the City. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Resolution and  conclusive if made in the manner provided in this Section.  (b) The fact and date oft the execution by any Person ofany such instrument or writing may bej proved by the affidavit ofa a witness of such execution or by the certificate ofany notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him/her the execution thereof. Where such execution is by an officer ofa corporation or a member ofa partnership, on behalf ofs such corporation or partnership, such certificate or affidavit  shall also constitute proof of his authority.  (c) The fact and date of execution of any such instrument or writing may also be proved in any other manner which the Agency deems sufficient, and the Agency or the Paying Agent, as the case may be, may in any instance require further proof with respect  to any oft the matters referred to ini this Section.  41    (d) The ownership ofal Bond shall be proved by the registration books kept by (e) Any request, demand, authorization, direction, notice, consent, waiver, or other action by any Bondholder shall bind every future holder ofthe same Bond in respect ofanything done or suffered tol be done by any Paying Agent, Bond Registrar or the Agency in reliance thereon, whether or not notation of such action is made upon such Bond.  the Bond Registrar.  Section 1218. Limitation of Rights.  With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Bond is intended or shall be construed to give to any person or company other than the Agency and the holders oft the Bond, any legal or equitable right, remedy or claim under or in respect of this Resolution or any covenants, contracts, conditions, and provisions herein contained; this Resolution and all oft the covenants, contracts, conditions and provisions hereof being intended to be and being for the sole exclusive benefit of  the City and the holders of the Bond as herein provided.  Section 1219. Notices.  All notices, certificates, and other communications provided for hereunder shall be in writing and sent (i) by telecopy if the sender on the same day sends a confirming copy of such notice by al recognizedovemight delivery service (charges prepaid), ,or(ii)byr registered or certified mail with return receipt requested (postage prepaid), or (iii) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent to any patty hereto at the following addresses or to such other address as any party hereto shall have specified in writing to the other  party:  Ifto the Agency:  Urban Redevelopment Agency oft the City of Hampton  171 E. Main Street South Hampton, GA 30228 Attn: Chairperson With a copy to the City.  Ifto the City:  City of Hampton, Georgia 17E. Main Street South Hampton, GA 30228 Attention: City Manager  42    Ifto the Initial Bondholder:  Webster Bank, National Association 360 Lexington Avenue, 5th Floor New York, New York 10017 Attention: Public Sector Finance  A duplicate copy of each notice, certificate or other communication given hereunder by either the Agency, the City, or the Paying Agent to any one oft the others shall also be given to all  oft the others and the Initial Bondholder referenced above. Section 1220. Waiver of Bond Audit.  The Agency hereby approves the publication of the requisite legal notice waiving the performance audit and performance review requirements of Section 36-82-100 of the Official  Code of Georgia Annotated.  Section 1221. Requirements and Conditions Met.  The Agency agrees that all the terms, conditions, requirements of all acts and things required to be done, both under the Constitution of the State of Georgia and the Act, have been done as required, and the Agency agrees to take any and all necessary steps to comply with each  and every requirement and condition referred to herein.  43    Adopted and approved this 11th day ofJune, 2024.  URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON  By:  Chairperson  (SEAL) Attest:  Secretary  44    EXHIBIT A  DESCRIPTION OF THE PROJECT  The Project will include the (i) acquisition oft real property and rehabilitation or demolition and removal of buildings and improvements thereon on blighted properties within the Urban Redevelopment Area, (ii) installation, construction, or reconstruction of streets, transit facilities and improvements, sidewalks, streetscapes, and other improvements necessary for carrying out in the area the urban redevelopment provisions of the Act, and (it) disposition of any property acquired in such Urban Redevelopment Area, including sale, initial leasing or retention by the municipality to public or private persons, at its fair value for uses in accordance with the Plan.    EXHIBITB WINNING BID    Jun 6,2024 1:30 pm Prepared by SRS  Page3 3  BOND PRICING City ofl Hampton, Georgia Revenue Bonds, Series 2024 (Taxable) Webster Bankl Bid- - 6-Year Term; 20-Year Amortization Call Feature: 4/1/2027 @ 100% Taxable  Maturity Date 04/01/2025 04/01/2026 04/01/2027 04/01/2028  Bond Component Term Bond due 2030:  Amount Rate Vield Price 110,000 5.630% 5.630% 100.000 95,000 5.630% 5.630% 100.000 100,000 5.630% 5.630% 100.000 105,000 5.630% 5.630% 100.000  04/01/2029 110,000 5.630% 5.630% 100.000 04/01/2030 2,580,000 5.630% 5.630% 100.000  3,100,000  Dated Date Delivery Date First Coupon Par Amount Original Issue Discount Production Underwriter's Discount Purchase Price Accrued Interest Net Proceeds  07/10/2024 07/10/2024 10/01/2024 3,100,000.00  3,100,000.00 100.000000% 3,100,000.00 100.000000% 3,100,000.00  PIPER 9 SANDLER    EXHIBITC  FORM OF INTERGOVERNMENTAL CONTRACT    URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON  (apublic body corporate and politic created and existing under the laws oft the State of Georgia)  as Agency And  CITY OF HAMPTON, GEORGIA (am municipality created and existing under the laws of the State of Georgia)  as City  INTERGOVERNMENTAL CONTRACT  Dated as of. July 1,2024  THE RIGHTS AND INTEREST OF THE URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON IN THIS NERCOVERNMENTAL CONTRACT AND THE REVENUES AND RECEIPTS DERIVED THEREFROM, EXCEPT FOR ITS UNASSIGNED RIGHTS, AS DEFINED HEREIN, HAVE BEEN COLLATERALLY ASSIGNED AND PLEDGED TOTHE BONDHOLDERS PURSUANT TO A BOND RESOLUTION, ADOPTED BY THE BOARD OF COMMISSIONERS OF THE URBAN REDEVELOPMENT AGENCY  OF THE CITY OF HAMPTON ON JUNE 11,2 2024.  This instrument was prepared by Hunton Andrews Kurth LLP 6001 Peachtree Street, N.E., Suite 4100 Atlanta, Georgia 30308 Attention: Public Finance Group Tel: (404) 888-4000  Hampton URAI Intergovernmental Contract    INTERGOVERNMENTAL CONTRACT TABLE OF CONTENTS  (This Table of Contents is not a part of the Intergovermental Contract  and is only for convenience ofr reference.)  ARTICLEIDEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION. ..2  Section 1.01. Definitions.  Section 1.02. Construction of Certain Terms.. Section 1.03. Table ofContents; Titles and Headings.. Section 1.04. Contents of Certificates or Opinions.. ARTICLE II REPRESENTATIONS AND UNDERTAKINGS. Section 2.01. Representations by the Agency. Section 2.02. Representations by the City. Section 2.03. Reliance by Purchaser.  ARTICLE III ISSUANCE OF THE SERIES 2024 BOND; SECURITY. Section 3.01. Approval of Issuance oft the Series 2024 Bond.. Section 3.02. Security for Payments under this Intergovernmental Contract..  12 12 12 13 13 13 13 13 14 15 .15 15. .16 .16 16  Section 3.03. Security for the Bonds. Section 3.04. Reserved.. Section 3.05. Reserved.. Section 3.06. Reserved. Section 3.07. Reserved..  ARTICLE IV THE PROJECT; ISSUANCE OF THE SERIES 2024 BOND; PROJECT FUND..14 Section 4.01. Agreement to Acquire, Construct and Install the Improvements and Section 4.02. Agreement to Issue the Series 2024 Bond; Application of Proceeds. ...15  Equipment.  Section 4.03. Application ofl Moneys in the Project Fund.. Section 4.04. Disbursements from the Project Fund.. Section 4.06. Establishment of Completion Date.  Section 4.05. Obligation oft the Parties to Cooperate in Furnishing Documents; Reliance  of the Project Fund Depository.  Section 4.07. City Required to Pay Project Costs in Event Project Fund Insufficient.. ...16 Section 4.08. Authorized City and Agency Representatives and Successors.. Section 4.09. Enforcement of Remedies Against Contractors and Subcontractors and  their Sureties and Manufacturers.    Section 4.10. Investment of Project Fund.. Section 4.11. Reserved.. Section 4.12. Reserved.. Section 4.13 Reserved..  7 17 7 17 18 18 18 19 19 20 .20 .20 .20 .20 .21 22 22 .22 .22  ARTICLEVEFFECTIVE DATE OF AGREEMENT; DURATION OF TERM; NATURE OF  OBLIGATIONS OF CITY. Section 5.01. Term of Agreement.  Section 5.02. Delivery and Acceptance of Possession. Section 5.03. Basic Payments and Other Amounts Payable. Section 5.05. Nature of Obligations of City Hereunder.  Section 5.04. Place of Payments.. ARTICLE VI ADDITIONAL COVENANTS  Section 6.01. No Warranty of Condition or Suitability by the Agency.  Section 6.02. Indemnity. Section 6.03. Reserved.. Section 6.04. Insurance.. Section 6.06. Release Covenant. ARTICLE VII ASSIGNMENT; PREPAYMENTS Section 7.01. No Assignment by City..  Section 6.05. Operation and Maintenance of the Project; Modification of Project.. ...21  Section 7.02. Prepayment of Series 2024 Bond and Additional Bonds..  Section 7.03. Prepayment of Contract Payments..  Section 7.04. Option to Prepay the Contract Payments and Prepay or Redeem the Bonds  22  ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES. Section 8.01. Events of Default Defined. Section 8.02. Remedies on Default.. Section 8.03. No Remedy Exclusive.. Section 8.04. Agreement to Pay Fees and Expenses. Section 8.05. Waiver of Events of Default.,  .23 23 .24. .24 .24 .25 .25 .25 .26 .26  ARTICLE IX MISCELLANEOUS Section 9.01. Notices. Section 9.03. Severability.  Section 9.02. Construction and Binding Effect.  ii    Section 9.04. Amounts Remaining in Funds. Section 9.05. Amendments, Changes, and Modifications. Section 9.06. Counterparts; Electronic Execution..  .26 .26 26 .26 27  Section 9.07. Law Governing Construction oft this Intergovernmental Contract. Section 9.08. Immunity of Officials, Officers, and Employees of Agency and City.. ..26  Section 9.09. Survival of Warranties. EXHIBIT A- DESCRIPTION OF PROJECT EXHIBIT B - SCHEDULE OF BASIC PAYMENTS  ili    INTERGOVERNMENTAL CONTRACT  This INTERGOVERNMENTAL CONTRACT, dated as of July 1, 2024 (this Intergovernmental Contract"), by and between the Urban Redevelopment Agency of the City of Hampton, Georgia (the "Agency"), a public body corporate and politic created and existing under the laws of the State of Georgia, and the City of Hampton, Georgia (the "City"), a  municipality existing under the laws ofthe State of Georgia;  WITNESSETHE  WHEREAS, the Agency and the City propose to enter into this Intergovermental Contract pursuant to which the Agency will agree, among other things, to issue the Series 2024 Bond (hereafter defined) to finance the costs ofthe acquisition, construction andi installation oft the Project ini furtherance ofits] powers under the Act (hereafterdefined);: and in consideration therefor, the City will agree, among other things, in furtherance of aiding the Agency with the carrying out oft the Project, to make payments to the Agency for such services and in such amounts sufficient to enable the Agency to pay, when due, the principal ofand interest on the Series 2024 Bond and other amounts due under the Resolution (hereafter defined) and pledge its full faith and credit and taxing power, within any limitations provided by law and to the extent necessary to make the  payments required by this Intergovermental Contract.  WHEREAS, the Agency and the City are authorized under the Constitution and laws of the State of Georgia to enteri into this Intergovernmental Contract for the purposes set forth herein; NOW,THEREFORE, for and in consideration oft the promises and covenants hereinafter  contained, the parties hereby agree as follows:    ARTICLEI  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  Section 1.01. Definitions.  Certain words and terms used in this Intergovernmental Contract shall have the meanings set forth in Section 101 oft the Resolution. When used herein, such words and terms shall have the meanings given to them by the language employed in Section 101 of the Resolution and in this ArticleIdefining: such words and terms, unless the context clearly indicates otherwise. In addition tot the words and terms defined elsewhere herein, thei following words and terms have the meanings  set forth below.  Additional Payments" means payments due to the Agency pursuant to Section 5.03(b) "Authorized Agency Representative" means the person at the time designated to act on behalfoft the Agency by written certificate furnished to the City and the Project Fund Depository, containing the specimen signature of such person and signed on behalf of the Agency by its Chairperson or Vice Chairperson. Such certificate or any subsequent or supplemental certificate  ofthis Intergovermmenta. Contract.  SO executed may designate an alternate or alternates.  "Authorized City Representative" means the person at the time designated to act on behalfofthe City by written certificate furnished to the Agency and the Project Fund Depository, containing the specimen signature of such person and signed on behalfofthe City by its Mayor or  Mayor Pro Tempore.  "Basic Payments" means the payments due to the Agency pursuant to Section 5.03(a) of "Bond Documents" means, collectively, this Intergovernmental Contract and the "Completion Date" means the date of completion of the acquisition, construction, and installation of the Improvements, as that date shall be certified as provided in Section 4.06 hereof. "Construction Contracts" means the contracts between the Agency or its agent and the general contractors fort the construction oft the Improvements and the contracts between the Agency  this Intergovernmental Contract.  Resolution.  or its agent and suppliers of materials and Equipment.  "Consulting Architect", ifany, means any design professional, architect or architectural firm at the time employed by the Agency or its agent and designated to act on behalfofthe. Agency ort the City by written certificate furnished tot the Project Fund Depository, containingi the signature of such person or the signature ofaj partner or officer ofsuch firm, and signed on behalfofthe City by the Mayor or Mayor Pro Tempore ofi its Governing Body and on behalf of the Agency by the Chairperson or Vice Chairperson ofi its Governing Body. The Consulting Architect shall not bea a  full-time employee oft the Agency or the City.  2    "Costs ofthe Project" means those costs and expenses in connection with the construction of, installation of and any acquisitions in connection with the Project permitted by Section 4.03  hereof to be paid or reimbursed from proceeds ofthe Bonds.  "Equipment" means the equipment, machinery and furnishings comprising a portion of "Event of Default" means any event specified in Section 8.01 of this Intergovernmental "Fiscal Year" means any period of twelve consecutive months adopted by the City as its fiscal year for financial reporting purposes and shall initially mean the period beginning on October 1 ofeach calendar year and ending on September 30 oft the next calendar year. "Governing Body" means, in the case oft the. Agency, the board of commissioners for the Agency and, in the case oft the City, the Mayor and Council of the City ofHampton, Georgia. Improvements" means those certain facilities and improvements constituting part of the Project funded with proceeds of Bonds and not constituting part of the Equipment, which are or  the Project. Contract.  shall be located on any site identified in the Plans and Specifications.  Intergovernmental Contract" means this Intergovernmental Contract between the Agency and the City, as the same may be amended from time to time in accordance with the  provisions hereof. Project.  "Lien" means pledge of or security interest in or lien, charge, or encumbrance on the  "Permitted Encumbrances" means, as of any particular time,  (1) liens for ad valorem taxes, if any, and special assessments not then (2) the Resolution and the security interests created therein; (3) such utility, access or other easements and rights-of-way, restrictions, reservations, reversions and exceptions which do not, int the opinion of an independent engineer, materially interfere with or impair the operations being conducted in the Project (or, if no operations are being conducted therein, the operations for which the Project was designed orl last modified);  delinquent;  (4) unfiled and inchoate mechanics' and materialmen's liens for (5) architects', contractors' subcontractors' mechanics' materialmen's, suppliers', laborers', vendors', workers', repairmen's, carriers', land surveyors' and engineers' liens or other similar liens not then payable; and  construction work inj progress;  3    (6) such minor defects, irregularities, encumbrances, easements, rights- of-way and clouds on title as normally exist with respect to properties similar in character to the Project and as do not, int the opinion ofi independent legal counsel, materially interfere with or impair the operations being conducted in the Project (or, if no operations are being conducted therein, the operations for which the "Plans and Specifications" means the detailed plans and specifications for the construction of the Improvements prepared by the Consulting Architect or by architects and engineers acceptable to the Consulting Architect, as amended from time tot time by the City,acopy  Project was designed or last modified).  ofwhich is or will be on file with the Agency and the City.  "Regulations" means the Treasury Regulations promulgated under and pursuant to the Resolution" means the Bond Resolution adopted by the Agency, on June 11, 2024, authorizing the issuance of the Series 2024 Bond and Additional Bonds and the security therefor, as the same may be supplemented fromt timet to time in accordance with the terms ofthel Resolution. "Series 2024 Bond" means the Urban Redevelopment Agency of the City of Hampton Revenue Bond (Downtown Redevelopment and Public Infrastructure Project), Taxable Series 2024, in the original principal amount of $3,100,000, authorized to be issued pursuant to the  Code.  Resolution.  "Unassigned Rights" means all oft the rights oft the Agency to receive reimbursements and payments pursuant to Sections 5.03(b), 6.02, and 8.04 oft this Intergovermental Contract, and to be held harmless and indemnified pursuant to Section 6.02 ofthis Intergovernmental Contract. Section 1.02.Construction of Certain Terms. For all purposes of this Intergovernmental Contract, except as otherwise expressly provided or unless the context  otherwise requires, the following rules of construction shall apply:  (1) The use of the masculine, feminine, or neuter gender is for convenience only and shall be deemed and construed to include correlative words  ofthe masculine, feminine, or neuter gender, as appropriate.  (2) "This Intergovernmental Contract" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more contracts supplemental hereto entered into pursuant to the applicable  provisions hereof.  (3) All references in this instrument to designated "Articles," "Sections," and other subdivisions are to the designated Articles, Sections, and other subdivisions of this instrument. The words "herein," "hereof," and "hereunder" and other words of similar import refer to this Intergovernmental Contract as a whole and not to any particular Article, Section, or other subdivision.  4    (4) The terms defined in this Article shall have the meaning assigned to (5) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as promulgated by the American Institute of Certified Public Section 1.03.Table of Contents; Titles and Headings. The table of contents, the titles oft the articles, and the headings of the sections of this Intergovermental Contract are solely for convenience of reference, are not a part of this Intergovernmental Contract, and shall not be  them in this Article and include the plural as well as the singular.  Accountants, on and as ofthe date ofthis instrument.  deemed to affect the meaning, construction, or effect ofany of its provisions.  Section 1.04. Contents of Certificates or Opinions. Every certificate or opinion with respect to the compliance with a condition or covenant provided for in this Intergovernmental Contract shall include: (i)a statement that the person or persons making or giving such certificate or opinion have read such covenant or condition and the definitions herein relating thereto, (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (iii) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with, and (iv) a statement as to whether, in the opinion of the  signers, such condition or covenant has been complied with.  Any such certificate or opinion made or given by an official oft the. Agency or the City may be based, insofar as it relates to legal or accounting matters, upon a certificate or an opinion of counsel or an accountant, which certificate or opinion has been given only after due inquiry oft the relevant facts and circumstances, unless such official knows that the certificate or opinion with respect to the matters upon which his certificate or opinion may be based as aforesaid is erroneous or in the exercise of reasonable care should have known that the same was erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based (insofar as it relates to factual matters with respect to information that isi in the possession ofan official ofthe Agency or the City or any third party) upon the certificate or opinion ofor representations by an official of the Agency or the City or any third party on whom counsel or an accountant could reasonably rely unless such counsel or such accountant knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneous or in the exercise of reasonable care should have known that the same were erroneous. The same official of the Agency or the City, or the same counsel or accountant, as the case may be, need not certify or opine to all of the matters required to be certified or opined under any provision of this Intergovernmental Contract, but different officials, counsel, or accountants may  certify or opine to different matters, respectively.  5    ARTICLEII  REPRESENTATIONS AND UNDERTAKINGS  Section 2.01. Representations by the Agency. The Agency makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) Creation and Authority. The Agency isa public corporation ofthe State of Georgia duly created and validly existing under the laws of the State and specifically the Act, and validly activated pursuant to at resolution ofthe Mayor and Council oft the City dated as of August 8, 2023 (the Activating Resolution"). The Agency has all requisite power and authority under the Activating Resolution, the Actand the laws ofthe State (i)toi issue the Series 2024 Bond to finance the acquisition, construction, improvement or modification, redevelopment or rehabilitation, and operation of the urban redevelopment projects within the City, and (ii) perform its obligations under, and exercise its rights under this Intergovermmenta. Contract and the Resolution. The Act authorizes the Agency to issue revenue bonds and use the proceeds thereof for the purpose of paying all or any part of the cost of any "urban redevelopment project," which includes the acquisition, construction, installation, modification, renovation, or rehabilitation of land, interest in land, buildings, structures, facilities or other improvements located or to be located within the urban development area designated by the Governing Body of the City, and the acquisition, installation, modification, renovation, rehabilitation, or furnishing of fixtures, machinery, equipment, furniture, or other property ofany nature whatsoever used on, in, ori in connection with any such land, interest in land, building, structure, facility, or other improvement, all for the essential public purpose of rehabilitating, redeveloping, or conserving such urban redevelopment area. The Act also authorizes the Agency (i) to construct, erect, assemble, purchase, acquire, improve, install, and sell urban redevelopment projects, (ii) to make and execute contracts, agreements, and other instruments necessary or convenient to exercise the powers of the Agency or to further the public purpose for which the Agency is created, including, but not limited to, contracts for construction of urban redevelopment projects and contracts for sale of urban redevelopment projects, (ii) to contract for any period, not exceeding fifty (50) years, with any political subdivision of the State for the use by such political subdivision of any facilities or services oft the Agency, provided that such contracts shall deal with such activities and transaction as the Agency and any such political subdivision are authorized to undertake, and (iv) to acquire, by purchase, any real property (defined to include all lands, including improvements and fixtures thereon and property of any nature appurtenant thereto or used in connection therewith) and to  hold, improve, clear, or prepare for redevelopment any such property.  The Act also authorizes the Agency, as security for repayment of its revenue bonds, to pledge, convey, assign, hypothecate, or otherwise encumber any property of the Agency and to execute any agreement for the sale ofi its revenue bonds, security agreement, assignment, or other agreement or instrument as may be necessary or desirable, int the judgment oft the. Agency, tos secure any such revenue bonds. The Agency has found that the Project constitutes an "urban redevelopment project" within the meaning of that term as defined in the Act. The Agency has further found that the acquisition, construction, equipping and installation of the Project is in the best interest of the Agency and that the Project is for the lawful and valid public purposes set forth  int the Act.  6    (b) Pending Litigation. There are no actions, suits, proceedings, inquiries, or investigations pending or, to the knowledge oft the Agency, after making due inquiry with respect thereto, threatened against or affecting the Agency in any court or by or before any governmental authority or arbitration board or tribunal, which involve the possibility ofmaterially and adversely affecting the transactions contemplated by this Intergovernmental Contract or which, in any way, would adversely affect the validity or enforceability of the Bonds, the Resolution, this Intergovernmental Contract or any agreement or instrument to which the Agency is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby, nor is the Agency aware ofany facts or circumstances presently existing which  would form the basis for any such actions, suits, or proceedings.  (c) Agreements Are Legal and Authorized. The execution and delivery by the Agency ofthis Intergovernmental Contract and the Bonds, the compliance by the Agency with all of the provisions of each thereof, and the adoption oft the Resolution (i) are within the purposes, powers, and authority oft the Agency, (ii) have been done ini full compliance with the provisions of the Act and have been approved by the Governing Body oft the Agency and are legal and will not conflict with or constitute on the part of the Agency a violation of or a breach of or a default under any organic document, indenture, mortgage, security deed, pledge, note, lease, loan, orit installment sale agreement, contract, or other agreement or instrument to which the Agency is aj party or by which the Agency ori its properties are otherwise subject or bound, or any license, judgment, decree, law, statute, order, writ, injunction, demand, rule, or regulation of any court or governmental agency or body havingjurisdiction over the Agency or any ofi its activities or properties, and (iii) have been duly authorized by all necessary action on the part of the Agency. This Intergovernmental Contract, when executed by the other party hereto, will have been duly and validly executed and delivered by the Agency, will be in full force and effect as to the Agency, and will constitute the legal, valid, binding, and enforceable obligation oft the Agency, enforceable in accordance with its terms. The Series 2024 Bond, when issued, delivered, and paid for as in the Resolution provided, will have been duly and validly authorized and issued and will constitute the valid and binding  limited obligation oft the Agency enforceable in accordance with their terms.  (d) Governmental Consents. Neither the nature oft the Agency nor any ofi its activities orp properties, nora any relationship between the Agency and any other Person, nor any circumstance in connection with the offer, issue, sale, or delivery ofthe Bonds is such as to require the consent, approval, permission, order, license, or authorization of, or the filing, registration, or qualification with, any governmental authority on the part of the Agency in connection with the execution, delivery, and performance of this Intergovernmental Contract and the Resolution or the consummation of any transaction therein contemplated, or the offer, issue, sale, or delivery ofthe Bonds, except as shall have been obtained or made and as are in full force and effect.  (e) No Defaults. To the knowledge of the Agency, after making due inquiry with respect thereto, no event has occurred and no condition exists that would constitute an event of default under the Resolution or this Intergovernmental Contract or that, with the lapse of time or with the giving of notice or both, would become such an event of default. To the knowledge of the Agency,after making due inquiry with respect thereto, the Agency is noti in default or violation in any material respect under the Act or under any organic document or other agreement or  instrument to which it is a party or by which it may be bound.  7    () No Prior Pledge. Neither this Intergovernmental Contract nor any oft the payments or amounts to be received by the Agency hereunder have been or will be assigned, pledged, or hypothecated in any manner or for any purpose or have been or will be the subject ofa grant ofa  security interest by the Agency other than as provided in the Resolution.  (g) Disclosure. The representations oft the Agency contained in this intergovermental Contract and any certificate, document, written statement, or other instrument furnished to the Purchaser by or on behalfoft the Agency in connection with the transactions contemplated hereby do not contain any untrue statement of a material fact relating to the Agency and do not omit to state a material fact relating to the Agency necessary in order to make the statements contained herein and therein relating to the Agency not misleading. Nothing has come to the attention oft the Agency that would materially and adversely affect or in the future may (so far as the Agency can now reasonably foresee) materially and adversely affect the acquisition, construction and installation of the Project by the Agency or any other transactions contemplated by this Intergovernmenta. Contract and the Resolution, which has not been set forth in writing to the Purchaser or in the certificates, documents, and instruments furnished to the Purchaser by or on behalf of the Agency prior to the date of execution of this Intergovernmental Contract in  connection with the transactions contemplated hereby.  (h) Compliance with Conditions Precedent to the Issuance of the Bonds. All acts, conditions, and things required to exist, happen, and be performed precedent to and in the execution and delivery by the Agency of the Bonds do exist, have happened, and have been performed in due time, form, and manner as required by law; the issuance of the Bonds, together with all other obligations of the Agency, do not exceed or violate any constitutional or statutory limitation, and the revenues, funds, property, and amounts pledged to the payment oft the principal of, premium, ifany, and interest on, the Bonds, as the same become due, have been calculated to  be sufficient in amount for that purpose.  The Agency makes no representation as to the financial position or business condition of the City and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations or certifications furnished or to be made and furnished by the City in connection with the sale oft the Bonds, or as to the correctness, completeness or accuracy of such  statements.  (i) Reserved.  Section 2.02. Representations by the City. The City makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) Creation and Authority. The City is a municipal corporation duly created and validly existing under the laws of the State. The City has all requisite power and authority under the laws of the State and the Act to enter into, perform its obligations under, and exercise its rights under this Intergovernmental Contract. The Act authorizes the City to undertake and carry out within its corporate limits "urban redevelopment projects," which are defined to include undertakings or activities of the City in an urban redevelopment area under the Act for the elimination and for the prevention of the development or spread of pockets of blight and may involve pocket of blight clearance and redevelopment in an urban redevelopment area,  8    rehabilitation or conservation in an urban redevelopment area, or any combination nor part thereof, in accordance with an urban redevelopment plan adopted pursuant to the. Act. The Act authorizes the City to make and execute contracts and other instruments necessary or convenient to the exercise ofi its powers under the Act and to appropriate such funds and make such expenditures: as may be necessary to carry out the purposes of the Act and to levy taxes and assessments for such purposes. The Act further authorizes the City to aid int the carrying out ofa an urban redevelopment project of the Agency, including the furnishing of funds in connection with such urban redevelopment project. Article IX, Section III, Paragraph I of the Constitution of the State of Georgia of 1983 authorizes the City to contract for any period not exceeding fifty years with any public corporation or public authority for joint services, for the provision of services, or for the joint or separate use of facilities or equipment, ifs such contract deals with activities, services, or facilities that the contracting parties are authorized by law to undertake or provide. The City has taken all actions required by the Act to qualify the Project as an "urban redevelopment project" thereunder, including, without limitation, approving an urban redevelopment plan for the Project following its holding all required public hearings as described in the Resolution. The City has further adopted the Prerequisite Necessity Resolution (as defined in the Resolution) in which it found that certain conditions exist within the City as provided in O.C.G.A. $ 36-61-5 and further has found that the Project is necessary in the interest ofthe public health, safety, morals, or welfare of the residents of the City, in compliance with the Act. The Project is in furtherance of the  efficient operation of the City.  (b) Pending Litigation. There are no actions, suits, proceedings, inquiries, or investigations pending or, to the knowledge of the City, after making due inquiry with respect thereto, threatened against or affecting the City in any court or by or before any governmental authority or arbitration board ort tribunal, which involve the possibility ofmaterially and adversely affecting the properties, activities, prospects, profits, operations, or condition (financial or otherwise) of the City, or the ability of the City to perform its obligations under this Intergovernmental Contract, or the transactions contemplated by this Intergovernmental Contract or which, in any way, would adversely affect the validity or enforceability of this Intergovernmental Contract or any agreement or instrument to which the City is aj party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby, nor is the City aware ofany facts or circumstances presently existing that would form the basis for any such actions, suits, or proceedings. The City is not in default with respect to any judgment, order, writ, injunction, decree, demand, rule, or regulation ofany court, governmental  authority, or arbitration board or tribunal.  (C) Intergovernmental Contract is Legal and Authorized. The execution and delivery by the City of this Intergovermental Contract, the consummation of the transactions therein contemplated, and the fulfillment of or the compliance with all of the provisions hereof (i) are within the power, legal right, and authority oft the City, (ii) are legal and will not conflict with or constitute on the part of the City a violation of or a breach of or a default under, any organic document, indenture, mortgage, security deed, pledge, note, lease, loan, or installment sale agreement, contract, or other agreement or instrument to which the City is a party or by which the City or its properties are otherwise subject or bound, or any license, law, statute, rule, regulation, judgment, order, writ, injunction, decree, or demand ofany court or governmental agency or body having jurisdiction over the City or any of its activities or properties, and (iii) have been duly authorized by all necessary and appropriate official action on the part of the Governing Body of  9    the City. This Intergovernmenta. Contract, when executed by the other party hereto, will have been duly and validly executed by the City, will be in full force and effect as to the City and will constitute the valid, legal, binding, and enforceable obligation of the City, enforceable in accordance with its terms. The officials oft the City executing this Intergovernmental Contract are duly and properly in office and are fully authorized and empowered to execute the same for and  on behalf oft the City.  (d) Governmental Consents. Neither the City nor any ofits activities or properties, nor any relationship between the City and any other Person, nor: any circumstances in connection with the execution, delivery, and performance by the City of its obligations under this Intergovernmental Contract, or the offer, issue, sale, or delivery by the Agency of the Series 2024 Bond, is such as to require the consent, approval, permission, order, license, or authorization of, or the filing, registration, or qualification with, any governmental authority on the part oft the City inc connection with the execution, delivery, and performance ofthis Intergovernmental Contract or the consummation of any transaction herein or therein contemplated, or the offer, issue, sale, or delivery of the Series 2024 Bond, except as shall have been obtained or made and as are in full force and effect and except as are not presently obtainable. To the knowledge of the City, after making due inquiry with respect thereto, the City willl be able to obtain all such additional consents, approvals, permissions, orders, licenses, or authorizations of governmental authorities as may be  required on or prior to the date the City is legally required to obtain the same.  (e) No Defaults. No event has occurred and no condition exists that would constitute an Event of Default or that, with the lapse of time or with the giving of notice or both, would become an Event of Default. To the knowledge ofthe City, after making due inquiry with respect thereto, the City is not in default or violation in any material respect under any organic document or other agreement or instrument to which it is a party or by which it may be bound.  (f) Compliance with Law. To the knowledge of the City, after making due inquiry with respect thereto, the City is not in violation ofany laws, ordinances, or governmental rules or regulations to which it ori its properties are subject andl has not failed to obtain any licenses, permits, franchises, or other governmental authorizations (which are presently obtainable) necessary to the ownership ofits properties ort to1 the conduct ofitsa affairs, which violation or failure to obtain might materially and adversely affect thej properties, activities, prospects, profits, and condition (financial or otherwise) of the City, and there have been no citations, notices, or orders of noncompliance  issued to the City under any such law, ordinance, rule, or regulation.  (g) Restrictions on the City. The City is not a party to or bound by any contract, instrument, or agreement, or subject to any other restriction, that materially and adversely affects its activities, properties, assets, operations, or condition (financial or otherwise). The City is not a party to any contract or agreement that restricts the right or ability of the City to enter into this  Intergovernmental Contract and perform its obligations hereunder.  (h) Disclosure. The representations of the City contained in this Intergovermental Contract and any certificate, document, written statement, or other instrument furnished by or on behalfofthe City to the Agency or the Purchaser in connection with the transactions contemplated hereby, do not contain any untrue statement of a material fact and do not omit to state a material fact necessary to make the statements contained herein or therein not misleading. There is no fact  10    that the City has not disclosed to the Agency or the Purchaser in writing that materially and adversely affects or in the future may (so far as the City can now reasonably foresee) materially and adversely affect the acquisition, construction and installation oft the Project or the properties, activities, prospects, operations, profits, or condition (financial or otherwise) of the City, or the ability of the City to perform its obligations under this Intergovernmental Contract or any of the documents or transactions contemplated hereby or thereby or any other transactions contemplated by this Intergovernmental Contract, which has not been set forth in writing to the Purchaser or in the certificates, documents, and instruments furnished to the Purchaser by or on behalfoft the City prior to the date of execution of this Intergovermental Contract in connection with the  transactions contemplated hereby.  () Project Compliance. The Project complies or will comply with all presently applicable building and zoning, health, environmental, and safety ordinances and laws and all other applicable laws, rules, and regulations of any and all governmental and quasi-govemmental  authorities having. jurisdiction over any portion ofthe Project.  0) Annual Reporting. The City will provide the Bondholder of the Series 2024 Bond with (i) its audited financial statements within 270 days of the close ofi its fiscal year and (ii) such other publicly available information that the Bondholder of the Series 2024 Bond reasonably requests. The City may satisfy its obligation to provide the Bondholder of the Series 2024 Bond with audited financial statements by providing such Bondholder a link to an electronic copy of such audited financial statements or by posting the audited financial statements on the Electronic Municipal Market Access ("EMMA") system. In the event that the audited financial statements are not available within 270 days of the close of the City's fiscal year, the City will furnish unaudited financial statements to the Bondholder oft the Series 2024 Bond in the manner described in this paragraph, and will then supply the audited financial statements immediately upon the availability thereof. The electronic audited financial statements or link may be sent to the following email address (or such other address as the Registered Holder oft the Series 2024 Bond supplies tot the City in writing): PublicF'inance/QWebsterBank.com. In connection with the City's compliance with any continuing disclosure undertakings (each, a "Continuing Disclosure Agreement") entered into by the City pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of1 1934, as amended (the "Rule"), the Purchaser acknowledges that the City may be required to file with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system, or its successor ("EMMA"), notice that the City has incurred obligations hereunder and notice of certain subsequent events reflecting financial difficulties in connection with the Series 2024 Bond. The City agrees that it shall not file or submit, or permit to be filed or submitted, with EMMA any documentation that includes the following unredacted sensitive or confidential information about the Purchaser or its affiliates: address and account information oft the Purchaser or its affiliate, or e-mail addresses, telephone numbers, fax numbers, names and signatures ofofficers, employees and signatories oft the Purchaser or its affiliates, unless otherwise required for compliance with the Rule or otherwise required by law. The City acknowledges that the Purchaser is not responsible for the City's compliance or noncompliance  with the Rule or any Continuing Disclosure Agreement.  Section 2.03.1 Reliance by Purchaser. The Agency and the City acknowledge and agree that these representations and warranties are made to induce the Purchaser to purchase the Series 2024 Bond, and that such representations and warranties and any other representations and  11    warranties made by the Agency and the City in the Bond Documents are made for the benefit of the Purchaser and may be relied upon by the Purchaser and shall remain operative and in fulli force and effect (unless expressly waived in writing by the Purchaser), regardless of any investigations made by the Purchaser, or on its behalf, and shall survive delivery of the Series 2024 Bond to the  Purchaser.  ARTICLEIII  ISSUANCE OF THE SERIES 2024 BOND; SECURITY  Section 3.01.Approval of Issuance of the Series 2024 Bond. The Agency has adopted the Resolution authorizing the issuance of the Series 2024 Bond and agrees that it will proceed with the issuance thereof. The proceeds from the sale oft the Series 2024 Bond shall be applied as provided int the Resolution, andi the City, through the execution ofthis Intergovernmental Contract, hereby approves the issuance ofthe Series 2024 Bond. The Agency shall provide the City and the Purchaser a certified copy of the Resolution, which resolution as SO approved by the Agency is  hereby approved and incorporated by reference.  Section 3.02. Security for Payments under this ntergovernmental Contract. The obligation ofthe City to make payments under this Intergovernmental Contract shall constitute ag general obligation of the City, payable out ofany funds lawfully available to it for such purpose, from whatever source derived (including general funds). The City covenants and agrees 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 hereunder, whether or not any other sums are included in such measure, until all payments sO required to be made hereunder shall have been made in full. The obligation of the City to make any payments that may be required to be made from its general funds shall constitute a general obligation of the City and aj pledge of the full faith and credit of the City to provide the funds required to fulfill any such obligation. In the event for any reason any such provision or appropriation is not made as provided in this Section 3.02, then the fiscal officers of the City are hereby authorized and directed to set up as an appropriation on their accounts in the appropriate Fiscal Year the amounts required to pay the obligations that may be due from the general funds oft the City. The amount ofs such appropriation shall be due and payable and shall be expended for the purpose of paying any such obligations, and such appropriation shall have the same legal status as ifthe City had included the amount ofthe appropriation in its general revenue, appropriation, and budgetary measures, and the fiscal officers ofthe City shall make such payments to the Agency iff for any reason the payment ofs such obligations shall not otherwise have  (a)  been made.  (b) The City covenants and agrees that it shall, to the extent necessary, levy an annual ad valorem tax on all taxable property located within the corporate limits of the City, as now existent and as the same may hereafter be extended, at such rate or rates, as may be necessary to produce in each year revenues that will be sufficient to fulfill the City's obligations under this Intergovernmental Contract, from which revenues the City agrees to appropriate sums sufficient to pay in full when due all oft the City's obligations under this Intergovernmental Contract. The City hereby grants a lien in favor of the Agency on any and all revenues realized by the City from  12    such tax, to make the payments that are required under this Intergovemmental Contract. Nothing herein contained, however, shall be construed as limiting ther right ofthe City toi make thej payments called for by this Intergovernmental Contract out of any funds lawfully available to it for such  purpose, from whatever source derived (including general funds).  Section 3.03. Security for the Bonds. As security for the payment of the Bonds, the Agency has adopted the Resolution. The City hereby assents to the assignment and pledge oft the Pledged Revenues made in the Resolution and hereby agrees that its obligations to make all payments under this Intergovernmental Contract shall be absolute and shall not be subject to any defense, except payment, or to any right ofs setoff, counterclaim, or recoupment arising out ofany breach by the Agency ofany obligation to the City, whether hereunder or otherwise, or arising out ofany indebtedness or liability at any time owing to the City by the Agency. The City further agrees that all payments required to be made under this Intergovernmental Contract, except for those arising out of Unassigned Rights, shall be paid directly to the Sinking Fund Custodian for the account of the Agency for deposit to the Sinking Fund. The Bondholders shall have all rights and remedies herein accorded to the Agency (except for Unassigned Rights), and any reference herein to the Agency shall be deemed, with the necessary changes in detail, to include the Bondholders, and the Bondholders are deemed to be and are third party beneficiaries of the  representations, covenants, and agreements oft the City herein contained.  Section 3.04. Reserved. Section 3.05. Reserved. Section 3.06. Reserved. Section 3.07.E Reserved.  13    ARTICLEIV  THE PROJECT; ISSUANCE OF THE SERIES 2024 BOND; PROJECT FUND  Section 4.01.Agreement to Acquire, Construct and Install the Improvements and Equipment. Within ai reasonable time following the issuance ofthe Series 2024 Bond, the Agency will acquire and construct the Improvements and acquire and install the Equipment, as described int the Plans and Specifications. The Agency hereby authorizes the City, as its sole and exclusive agent, to acquire, construct and install the Improvements and the Equipment. The Agency further authorizes the City, as its sole and exclusive agent, to enter into contracts necessary or advisable to carry out the Project, including, without limitation, construction, contracts, services contracts, real and personal property leases, licenses, easements, insurance contracts, and agreements for the sale or other disposition of personal property. The City agrees () that it will exercise the foregoing authorizations given to it by the Agency and (ii) that it will cause the Equipment to be acquired in the name of the City. The Agency will enter into, or accept the assignment of, such contracts as the City may request in order to effectuate the purposes ofthis Section 4.01 but it will not execute any other contract or give any order for such construction or such purchase of material, supplies, furnishings, or equipment unless and until the City shall have approved the same in writing. The City covenants to cause the Improvements tol be constructed without material deviation from the Plans and Specifications and the Construction Contracts and warrants that this will result ini facilities suitable for use by the City and that all real and personal property provided for therein isr necessary or appropriate in connection with the Project. The City may make changes in or additions to the Plans and Specifications. The City agrees that the. Agency and its duly authorized agents shall have access to the Project as may reasonably be necessary to ensure that the City is performing its obligations hereunder. The Agency and its duly authorized agents shall also be permitted, at all reasonable times, to examine the books, records, reports and other papers oft the City with respect to the Project. The City shall obtain or cause to be obtained all necessary approvals from any and all governmental agencies requisite to undertaking the acquisition, construction and installation oft the Project. The Project shall be acquired, constructed andi linstalled inc compliance with all federal, state and local laws, ordinances and regulations applicable thereto. The City agrees, as agent of the Agency, to complete the acquisition, construction, equippingandi installation ofthe Project as promptly as practicable. and with all reasonable dispatch after the date of issuance and sale of the Series 2024 Bond, and in connection therewith shall expend or cause to be expended moneys on deposit in the Project Fund, including, but not limited to, preparing any and all checks, requisitions and certifications required by this Intergovermental Contract and the Resolution to withdraw moneys to pay costs of the acquisition, construction and installation oft the Project. The City acknowledges that the. Agency bears no responsibility for the design, construction, installation or equipping of the Project, except to the extent of the amounts properly requisitioned and applied from the proceeds oft the Series 2024 Bond and any Additional Bonds issued in connection with the Project, as, and tot the extent applicable. The City shall to the fullest extent permitted by law, hold the Agency, its members, officers, officials, agents and counsel harmless for all claims arising out ofthe design, construction or installation ofthe Project.  14    Section 4.02.Agreement to Issue the Series 2024 Bond; Application of Proceeds. In order toj provide funds for payment ofthe Costs ofthe Project and for the other purposes set forth in the Resolution, the. Agency agrees that it will sell and cause to be delivered to the Purchaser the Series 2024 Bond in the original principal amount of $3,100,000 and shall thereupon deposit the proceeds from the sale oft the Series 2024 Bond ini the Series 2024 Project Account oft the Project Fund as provided in Section 401 oft the Resolution and will use the moneys deposited in the Series 2024 Series 2024 Project Account ofthe Project Fund toj pay the Costs of the Project and the costs  ofissuance of the Series 2024 Bond.  Section 4.03.A Application of Moneys in the Project Fund. The Agency shall in the Resolution authorize and direct the! Project Fund Depository to use the moneys in the Project Fund  for the following purposes (but for no other purposes):  (a) payment of any costs and expenses relating to the Project that would constitute a "cost ofthe urban redevelopment project" permitted to be paid by the Agency under the Act and  as provided in Section 502 of the Resolution; and  (b) payment of the costs ofi issuing the Series 2024 Bond or any Additional Bonds. At the written direction of the City, all proceeds of Series 2024 Bond or any Additional Bonds remaining in the Project Fund ninety (90) days following the completion of the Project, as certified in Section 504 oft the Resolution, less amounts retained or set aside to meet costs not then due and payable or that are being contested, shall, subject to the opinion of counsel, be used (i) to pay principal on the Series 2024 Bond when due through and including April 1, 2030, or to optionally prepay all orap portion oft the Series 2024 Bond pursuant to! Section 301 ofthe Resolution or to redeem any Additional Bonds pursuant to the terms of the supplemental resolution pursuant to which such Additional Bonds were issued, or (ii) for any other purpose permitted by the Act. Section 4.04. Disbursements from the Project Fund. All disbursements from the Project Fund shall be made upon draft, signed by the Authorized City Representative, but before they shall sign any such draft, there shall be filed with the Project Fund Depository a requisition for such payment (the above-mentioned draft may be deemed a requisition for the purpose ofthis  Section 4.04), in the form attached as Exhibit E to the Resolution.  Section 4.05.Obligation of the Parties to Cooperate in Furnishing Documents; Reliance of thel Project Fund Depository. Upon payment ofany expenses ofthe. Agency incurred inc connection therewith pursuant to Section 5.03(b). hereof, the Agency agrees to cooperate with the City in furnishing to the Project Fund Depository the documents referred to in Section 4.04 hereofthat are required to effect payments out ofthel Project Fund, and the Agency agrees to cause such orders to be directed to the Project Fund Depository as may be necessary to effect payments out oft the Project Fund, in accordance with Section 4.04 hereof. Such obligation oft the Agency is subject to any provisions of the Resolution requiring additional documentation with respect to payments and shall not extend beyond the moneys in thel Project Fund available forj payment under the terms oft the Resolution. In making any such payment from the Project Fund, thel Project Fund  15    Depository may rely on any such orders and certifications delivered toi it pursuant to Section 4.04  hereof.  Section 4.06. Establishment ofCompletion Date. The Completion Date with respect to projects funded with proceeds of a series of Bonds shall be evidenced to the Project Fund Depository by a certificate ofs substantial completion listing the items to be completed or corrected, ifany, and the amounts to be withheld therefor, signed by the Authorized Agency Representative and the Authorized City Representative stating that, except for amounts retained by the Project Fund Depository for Costs oft thel Project not then due and payable, (i) all labor, services, materials, and supplies used in such acquisition, construction, and installation have been paid or provided for, (ii) all other facilities necessary in connection with the acquisition, construction, and installation oft the Improvements have been constructed, acquired, and installed and all costs and expenses incurredi in connection therewith have been paid or provided for, and (ii) any certificates of occupancy or other appropriate permits for the Improvements have been issued by appropriate local governmental authorities. Notwithstanding the foregoing, such certificate may state thati iti is given without prejudice to any rights against third parties that exist at the date of such certificate ort that may subsequently come into being. It shall be the duty oft the City to cause the certificate contemplated by this Section 4.06 to be furnished as soon as the acquisition, construction, and  installation of the Improvements shall have been substantially completed.  Section 4.07. City Required to Pay Project Costs in Event Project Fund Insufficient. Ini the event moneys in the Project Fund available for payment of Costs oft the Project shall not be sufficient to pay the costs thereofin full, the City agrees to complete the acquisition, construction and installation oft the Project and to pay all that portion of the Costs of the Project as may be in excess oft the moneys available therefori in the Project Fund out ofa any funds lawfully available to it for such purpose, from whatever source derived. The Agency does not make any warranty, either express or implied, that the moneys which will be paid into the Project Fund and which, under the provisions ofthis Intergovernmental Contract, will be available for payment oft the Costs oft the Project (together with any additional funds provided by the City), will be sufficient to pay all the costs that will be incurred in that connection. The City agrees that ifafter exhaustion oft the moneys in the Project Fund the City shall pay any portion of the Costs of the Project pursuant to the provisions ofthis Section 4.07, it shall not be entitled to any reimbursement therefor from the Agency or the Project Fund Depository, nor shall it be entitled to any diminution of the amounts  payable under Section 5.03 hereof.  Section 4.08.. Authorized City and Agency Representatives: and Successors. The City and the Agency, respectively, shall designate, ini the manner prescribed in Section 1.01 hereof, the Authorized City Representative and the Authorized Agency Representative. In the event that any person SO designated and his or her alternate or alternates, if any, should become unavailable or unable to take any action or make. any certificate provided for or required int this Intergovermental  Contract, as successor shall be appointed in the same manner.  Section 4.09.Enforcement of Remedies Against Contractors and Subcontractors and their Sureties and Manufacturers. The City covenants that it will take such action and institute such proceedings as shall be necessary to cause and require all contractors and subcontractors and material suppliers to complete their contracts diligently in accordance with the terms of such contracts, including, without limitation, the correction of any defective work, with  16    all expenses incurred by the City in connection with the performance ofi its obligations under this Section 4.09 to be considered part of the Costs ofthe Project referred to in Section 4.03 hereof. The Agency agrees that the City may, from time to time, in its own name, or in the name of the Agency, take such action as may be necessary or advisable, as determined by the City, to ensure the construction of the Improvements in accordance with the terms of the Construction Contracts and the Plans and Specifications, to ensure the peaceable and quiet enjoyment of the Project, and to ensure the performance by the Agency of all covenants and obligations of the Agency under this Intergovernmental Contract, with all costs and expenses incurred by the City in connection therewith to be considered as part of the Costs oft the Project referred to in Section 4.03 hereof. All amounts recovered by way of penalties, damages, whether liquidated or actual, refunds, adjustments, or otherwise in connection with the foregoing prior to the Completion Date, less any unreimbursed legal expenses incurred to collect the same, shall be paid into the Project Fund and, after the Completion Date, shall be disbursed pursuant to the provisions of Section 4.03(c) oft this  Intergovernmental Contract.  The City covenants that it will take such action and institute such proceedings as shall be necessary to cause and require any manufacturers oft the Equipment and any dealer to fulfill their warranties and contractual responsibilities diligently in accordance with the terms ofa any purchase and installation contracts, including, without limitation, the correction of any defective parts or workmanship, with all expenses incurred by the City in connection with the performance of its obligations under this Section 4.09 to be considered part of the Costs oft the Project referred to in Section 4.03 hereof. The Agency agrees that the City may, from time to time, take such action as may be necessary or advisable, as may be determined by the City, to ensure the conformity of the Equipment to the specifications therefor, with all costs and expenses incurred by the City in connection therewith to be considered as part oft the Costs ofthe Project referred to in Section 4.03  hereof.  Section 4.10.Investment of Project Fund. Subject to Section 501 of the Resolution, any moneys held as a part oft the Project Fund shall be invested or reinvested by the Project Fund Depository at the written direction of the Authorized City Representative in such Permitted Investments as may be designated by the City. The Project Fund Depository may make any and all such investments through its own bond or investment department or through its broker-dealer  affiliate.  The investments sO purchased shall be held by the Project Fund Depository and shall be deemed at all times a part of the Project Fund, and the interest accruing thereon and any profit realized therefrom shall be credited to the Project Fund, and any losses resulting from such  investments shall be charged to the Project Fund and paid by the City.  Section 4.11. Reserved. Section 4.12. Reserved. Section 4.13 Reserved.  17    ARTICLEV  EFFECTIVE DATE OF AGREEMENT; DURATION OF TERM;  NATURE OF OBLIGATIONS OF CITY  Section 5.01.Term of Agreement. This Intergovernmental Contract shall become effective upon its delivery, subject to the provisions oft this Intergovermental Contract permitting earlier termination (including particularly Article VII hereof), or if all the amounts payable pursuant to Section 5.03 hereofhave not been paid or retired, until such date as such payment shall have been made; provided, however, that the covenants and obligations expressed herein shall survive the termination of this Intergovermental Contract, but in no event shall the term of this  Intergovernmental Contract exceed fifty (50) years.  Section 5.02. Delivery and Acceptance of Possession. The Agency agrees to deliver to the City sole and exclusive possession and use of the Project promptly following execution and delivery of this Intergovermmental Contract and the City will accept possession and use of such Project. The City shall operate the Project or shall cause the Project to be operated and shall pay all costs of operating the Project or shall cause all costs of operating the Project to be paid, including, without limitation, salaries, wages, employee benefits, the payment of any contractual obligations incurred pertaining to the operation of the Project, costs of materials and supplies, rentals ofleased property, real or personal, insurance premiums, audit fees, any incidental expenses and such other charges as may be properly made for the purpose of operating the Project. Section 5.03. Basic Payments and Other Amounts Payable. (a) Until the principal of, and premium, if any, and interest on, the Bonds shall have been fully paid, the City shall pay to the Sinking Fund Custodian for the account of the Agency, on or before each March 20 and each September 20, commencing September 20, 2024, until the earlier of (i) April 1, 2030 or (ii) the date that there are no Bonds Outstanding, a sum equal to the amount payable on such date as principal of and interest on, the Bonds, as provided in the Resolution. Each payment under this Section due on an interest or principal payment date until the Bonds are fully paid or payment is provided therefor in accordance with the Resolution, shall in all events be sufficient, after giving credit for funds held in the Sinking Fund available for such purpose, to pay the total amount of interest and principal payable on thel Bonds on the principal ori interest payment date or prepayment or redemption date. Any payment shall be reduced and need not be made to the extent that there are moneys in the Sinking Fund in excess oft the amount required for the payment ofi interest for which checks or drafts have been mailed by or on behalf of the Agency, and past due interest in all cases where the Bonds have not been presented for payment. Any payment not received by the Sinking Fund Custodian when due shall continue as an obligation of the City until paid and shall bear interest at the rate ofi interest on the Bonds to which such payment relates.  (b) The City agrees to pay all reasonable out-of-pocket cost and expenses of the Agency, the Project Fund Depository and the Sinking Fund Custodian incurred in connection with their negotiation, structuring, documenting, and closing the Bonds, including, without limitation, the reasonable foes and disbursements of counsel for the Agency and the City and Bond Counsel. The City agrees to pay all reasonable out-of-pocket costs and expenses of the Agency and the Project Fund Depository incurred in connection with their administration or modification of, ori in connection with the preservation of their rights under, enforcement of, or any refinancing,  18    renegotiation, restructuring, or termination of, any Bond Document or any instruments referred to therein or any amendment, waiver, or consent relating thereto, including, without limitation, the reasonable fees and disbursements of counsel for the Agency, counsel for the Project Fund  Depository and counsel for the Sinking Fund Custodian.  Such additional payments shall be billed to the City by the Agency, from time to time, together with a statement certifying that the amount billed has been incurred or paid by such party for one or more oft the above items. Amounts SO billed shall be paid by the City within thirty (30)  days after receipt oft the bill by the City.  (c) In the event the City shall fail to make any of the payments required in this Section 5.03, the item or installment SO in default shall continue as an obligation oft the City until  the amount in default shall have been fully paid.  Section 5.04. Place of Payments. The payments provided for in Section 5.03(a) hereof shall be paid in lawful money of the United States of America directly to the Sinking Fund Custodian fort the account ofthe Agency and shall be deposited ini the Sinking Fund. Thej payments ofadditional payments to be made pursuant to Section 5.03(b) hereof shall be paid directly to the Agency, the Project Fund Depository or the Sinking Fund Custodian for its own use.  Section 5.05.Nature of Obligations of City Hereunder. (a)The obligations oft the City ton make the payments required in Section 5.03 hereofand other sections hereofand to perform and observe any and all of the other covenants and agreements on its part contained herein shall be a general obligation ofthe City and shall be absolute and unconditional irrespective of any defense or any rights of setoff, recoupment, or counterclaim, except payment, it may otherwise have against the Agency. The City agrees that it shall not (i) suspend, abate, reduce, abrogate, diminish, postpone, modify, or discontinue any payments provided for in Section 5.03 hereof, (ii) fail to observe any ofi its other agreements contained in this Intergovernmental Contract, or (iii) except as provided in Article VII hereof, terminate its obligations under this Intergovernmental Contract for any contingency, act of God, event, or cause whatsoever, including, without limiting the generality of the foregoing, failure of the Agency or the City to complete the acquisition, construction and installationofthe Improvements, failure ofthe City to occupy or to use the Project as contemplated in this Intergovernmental Contract or otherwise, any change or delay in the time of availability of the Project, any acts or circumstances that may impair or preclude the use or possession of the Project, any defect in the title, design, operation, merchantability, fitness, or condition ofthe Project or in the suitability oft the Project for the City's ort the Agency's purposes or needs, failure of consideration, any declaration or finding that the Bonds are unenforceable or invalid, the invalidity of any provision of this Intergovernmental Contract, any acts or circumstances that may constitute an eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain oftitle to or the use ofall or any part ofthe Project, failure of the Agency's title to the Project or any part thereof, commercial frustration of purpose, any change int the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or in the rules or regulations of any governmental authority, or any  19    failure ofthe Agency to perform and observe any agreement, whether express or implied, or any duty, liability, or obligation arising out of or connected with this Intergovernmental Contract. (b) Nothing contained in this Section 5.05 shall be construed to release the Agency from the performance of any of the agreements on its part herein contained. In the event the Agency should fail to perform any such agreement on its part, the City may institute such action against the Agency as the City may deem necessary to compel performance SO long as such action does not abrogate the City's obligations hereunder. The Agency hereby agrees that it shall not take or omit to take any action that would cause this Intergovernmental Contract to be terminated. The City may, however, at its own cost and expense and in its own name or in the name of the Agency, prosecute or defend any action or proceeding or take any other action involving third persons that the City deems reasonably necessary in order to secure or protect its right of possession, occupancy, and use hereunder, and in such event the Agency hereby agrees to cooperate fully with the City and to take all action necessary to effect the substitution of the City  for the Agency in any such action or proceeding ift the City shall sO request.  ARTICLE' VI  ADDITIONAL COVENANTS  Section 6.01.No Warranty ofCondition or Suitability by the Agency. THE. AGENCY MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, ASTOTHEI HABITABILITY, MERCHANTABILITY, CONDITION, OR WORKMANSHIP OF ANY PART OF THE PROJECT OR THATIT WILL BE SUITABLE FOR THE CITY'S PURPOSES OR NEEDS. Section 6.02.Indemnity. To the extent permitted by the laws and Constitution of the State, the City shall protect, hold harmless, and indemnify the Agency from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of cause thereof, and expenses in connection therewith, including, without limitation, fees and expenses of legal counsel, penalties, and interest arising out of or as a result of: the entering into of the Bond Documents or any transactions contemplated thereby, but not including any acts or omissions by the indemnified party; the ownership of any portion of the Project; the ordering, acquisition, construction, use, operation., condition, purchase, delivery, rejection, storage or return ofa any item of the Project; or any accident in connection with the construction, operation, use condition, possession, storage or return of any item oft the Project resulting in damage to property or injury to or death of any person. The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment ofa all obligations under this Intergovernmental Contract and shall survive the termination ofthis Intergovernmental Contract for any reason.  Section 6.03.Reserved.  Section 6.04.Insurance. To the extent deemed necessary, the City will cause to be bonded its employees or agents handling funds ofthe Project in amounts adequate for its protection and it shall procure and maintain or cause to be maintained insurance on the physical properties of the Project ofthel kinds and ini the amounts normally carried by private companies or other agencies engaged in the operation of similar properties sO long as any Bonds are outstanding. Such insurance shall include: () fire and extended coverage insurance on the insurable portions ofthe  20    Project with a responsible insurance company or companies authorized and qualified to do business under the laws of the State of Georgia; (ii) public liability insurance relating to the operation of the Project; and (iri) vehicular public liability insurance on any vehicle owned or operated by the City and used in the operation of the Project. Such insurance may provide reasonable and customary coverage and deductibles for agencies and governmental authorities operating similar facilities, provided that such insurance in such amount is available at a cost which, in the opinion of the City, will not impose an unreasonable financial burden, or the City may self-insure against such claims and risks, or the City in its discretion, may provide for any combination of the foregoing. The proceeds of such fire and extended coverage policies are pledged as security for the payment oft the Contract Payments, but shall be available for and shall, to the extent necessary and desirable, be applied to the repair and replacement of the damaged or destroyed property. In the event the proceeds ofs such policies are not used for that purpose, then same shall be deposited in the Sinking Fund. Proceeds from the fidelity bonds on employees and agents shall be paid into the appropriate fund. All insurance policies and fidelity bonds shall be open to the inspection of the Bondholders or their duly authorized representatives at all reasonable  times. All insurance policies shall name the Agency as an additional insured.  Section 6.05. Operation and Maintenance of thel Project; Modification ofl Project. (a) The City agrees that, at all times while any Bonds are Outstanding () the City will cause the Project to be operated and maintained in good repair and in accordance herewith and (ii) the City will be responsible for maintaining and operating the Project Without limiting the foregoing, the City agrees that it will maintain the Project in an efficient and economical manner, that it will at all times maintain the Project in good repair and in sound operating condition, that it will make all repairs and replacements to the Project necessary in the judgment of the City and that it will comply with all valid acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to the Project and its operation thereof. (b) The City may, from time to time, ini its sole discretion and at its own expense, make any additions, modifications or improvements to the Project, which it may deem desirable for its  purposes.  Section 6.06. Release Covenant. The City releases the Agency from, and covenants and agrees that the Agency shall not be liable for, all claims by or on behalfofany person arising from: ()t the conduct or management of, or from any work or thing done in or on, the Project during the term hereof; (ii) any condition oft the Project; (iii) any breach or default on the part of the City in the performance of any ofi its obligations under this Intergovernmental Contract; (iv) any act of negligence oft the City or of any agents, contractors, servants, employees or licensees oft the City  21    or of any lessee or tenant of the City; and (v) any loss or damage to property or any injury to or death ofa any persons occurring on or about or resulting from any defect in the Project.  ARTICLE VII  ASSIGNMENT; PREPAYMENTS  Section 7.01.No. Assignment by City. This Intergovernmental Contract may not be sold, assigned, or encumbered by the City without the prior written consent of the Agency and the  Bondholders.  Section 7.02. Prepayment of Series 2024 Bond and Additional Bonds. The Agency, at the written request oft the City at any time and ift the Series 2024 Bond or any Additional Bonds are then prepayable or callable, and if there are funds available therefor, shall forthwith take all steps that may be necessary under the applicable prepayment or purchase provisions of the Resolution to effect prepayment, redemption or purchase of all or part of the then outstanding Series 2024 Bond or any Additional Bonds, as may be specified by the City, on the earliest date on which such prepayment, redemption or purchase may be made under such applicable provisions. The City acknowledges that the Series 2024 Bond may be optionally prepaid at any  time.  Section 7.03. Prepayment of Contract Payments. There is expressly reserved to the City the right, and the City is authorized and permitted, at any time it may choose, to prepay all or any part of the Contract Payments and other amounts payable under Section 5.03 hereof, and the Agency agrees that the Sinking Fund Custodian may accept such prepayments of Contract Payments and other amounts when the same are tendered by the City. All Contract Payments and other amounts SO prepaid shall at the written direction ofthe City be credited toward the Contract Payments and other amounts specified in Section 5.03 hereof, in the order of their due dates, or applied to the retirement of the Series 2024 Bond and any Additional Bonds prior to maturity (either by redemption or purchase) in accordance with the Resolution. The City shall also have the right to surrender the Series 2024 Bond and any Additional Bonds acquired by iti in any manner whatsoever to the Agency for cancellation, and such Series 2024 Bond and any Additional Bonds, upon such surrender: and cancellation, shall be deemed to be paid and retired and shall be allocated  as credits to Contract Payments as provided in the Resolution.  Section 7.04. Option to Prepay the Contract Payments and Prepay or Redeem the Bonds. The City shall also have the option to prepay Contract Payments and other amounts payable under this Intergovernmental Contract in such manner and amounts as will enable the Agency to () prepay the Series 2024 Bond prior to maturity in whole or in part on any date as provided in Section 301 of the Resolution and (ii) redeem any Additional Bonds, as provided in the supplemental resolution approving such Additional Bonds. The Series 2024 Bond prepaid pursuant to this Section shall be prepaid in accordance with Article III of the Resolution. The Contract Payments and other amounts payable by the City in the event ofi its exercise oft the option granted under this Section shall be () in the case of partial prepayment or redemption, the amount necessary to pay principal, all interest to accrue to the prepayment or redemption date and the applicable premium as provided in Section 301 of the Resolution or such amounts required by such supplemental resolution with respect to Additional Bonds and (ii) in the case of a total  22    prepayment or redemption, the amounts set forth in Article III ofthe Resolution andi the applicable premium, as provided in Section 301 of the Resolution or such amounts required by such  supplemental resolution with respect to Additional Bonds.  ARTICLE VIII  EVENTS OF DEFAULT AND REMEDIES  Section 8.01.E Events of Default Defined. The following shall be "Events of Default" under this Intergovemmental Contract, and the terms "Event of Default" or "Default" shall mean, whenever they are used in this Intergovernmental Contract, any one or more of the following  events:  (a) The City's failure to pay the amounts required to be paid under Section 5.03(a) of (b) The City's breach in any material respect of any representation or warranty contained in this Intergovernmental Contract or the City's failure to observe, perform, or comply with any covenant, condition, or agreement in this Intergovernmental Contract on the part of the City to be observed or performed, other than as referred to in subsection (a) ofthis Section 8.01, for aj period ofthirty (30) days after written notice specifying such breach or failure and requesting that it be remedied, given to the City by the Agency or the Bondholders, unless the Bondholders shall agree in writing to an extension of such time prior to its expiration, provided that such thirty (30) day notice and cure period shall not apply to al breach of Section 9.05. In the case ofany such breach or default that cannot with due diligence be cured within such thirty (30) day period but can be wholly cured within a period oft time not materially detrimental to the rights oft the Agency and the Bondholders, to be determined conclusively by the Bondholders, it shall not constitute an Event of Default if corrective action is instituted by the City within the applicable period and diligently pursued until the breach or default is corrected in accordance with and subject to any  this Intergovermmental Contract at the times specified therein.  directions or limitations oftime established in writing by the Bondholders.  (c) The City shall () apply for or consent to the appointment of or the taking of possession by a receiver, custodian, trustee, or liquidator ofit or ofall or a substantial part ofi its property, (ii) enter into an agreement of composition with its creditors, (ii) admit in writing its inability to pay its debts as such debts become due, (iv) make a general assignment for the benefit of its creditors, (v) commence a voluntary case under the federal bankruptcy law (as now or hereafteri ine effect), (vi) file aj petition or answer seeking to take advantage ofany other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (vii) fail to controvert in a timely or appropriate manner or acquiesce in writing to any petition filed against it in an involuntary case under such federal bankruptcy law, or (viii) take any action  for the purpose ofe effecting any oft the foregoing.  (d) A proceeding or case shall be commenced, without the application of the City, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution, winding-up, or composition or adjustment of debts of the City, (ii) the appointment of a trustee, receiver, custodian, liquidator, or the like oft the City or of all or any substantial part of the assets ofit, or (ii) similar relief in respect of the City under any law relating to bankruptcy, insolvency,  23    reorganization, winding-up, or composition and adjustment of debts, and such proceeding or case shall continue undismissed or an order, judgment, or decree approving or ordering any of the foregoing shall be entered and shall continue unvacated and unstayed and in effect for aj period of  sixty (60) days, whether consecutive or not.  Section 8.02. Remedies on Default. Whenever any Event of Default referred to in Section 8.01 hereof shall have happened and be continuing the Agency, in its discretion, may  exercise any one or more oft the following remedies:  (a) The Agency may have access to and inspect, examine, and make copies of the (b) The Agency may from time to timet take whatever: action at law ori in equity or under the terms ofthis Intergovernmental Contract may appear necessary or desirable to collect amounts payable by the Cityl hereunderthen due or thereafter tol become due, or to enforce performance and observance of any obligation, agreement, or covenant of the City under this Intergovernmental  books and records and any and all accounts and similar data oft the City.  Contract.  No action taken pursuant to this Section 8.02 shall relieve the City from its obligations pursuant to Section 5.03 hereof, all of which shall survive any such action, and the Agency may take whatever action at Law or in equity as may appear necessary and desirable to collect the amounts then due and thereafter to become due or to enforce the performance and observance of  any obligation, agreement, or covenant oft the City hereunder.  Section 8.03.No Remedy Exclusive. No remedy herein conferred upon or reserved to the Agency is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Intergovernmental Contract or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Agency to exercise any remedy reserved to it in this Article VIII, it shall not be necessary to give any notice, other than such notice as may be herein expressly required. Such rights and remedies as are given the Agency hereunder shall also extend to the Bondholders, and the Bondholders shall be deemed a third party beneficiary of all covenants and agreements herein contained.  Section 8.04. Agreement to Pay Fees and Expenses. Ifan Event of] Default should occur and the Agency ort the Bondholders should employ attorneys, accountants, or other experts orincur other expenses for the collection of amounts due hereunder or the enforcement of performance or observance ofany obligation or agreement on the part oft the City herein contained, the City agrees that it shall on demand therefor pay to the Agency and to the Bondholders for the account of the Agency the reasonable fees of such attorneys, accountants, or other experts and such other expenses soi incurred by the Agency and the Bondholders. Any attorneys' fees required to be paid by the City under this Intergovernmental Contract shall include attorneys' and paralegals' fees  24    through all proceedings, including, but not limited to, negotiations, administrative hearings, trials,  and appeals.  Section 8.05. Waiver of Events of Default. Subject to Section 9.05, the Agency may waive any Event ofDefault! hereunder: and its consequences. In case ofany such waiver, ori in case any proceeding taken by the Agency or the Bondholders on account of any such Event of Default shall be discontinued or abandoned or determined adversely to the Agency or the Bondholders, then and in every such case the Agency and the City shall be restored to their former position and rights hereunder, but no such waiver or rescission shall extend to or affect any subsequent or other Event of Default or impair or exhaust any right, power, or remedy consequent thereon.  ARTICLE. IX MISCELLANEOUS  Section 9.01.Notices. All notices, certificates, and other communications provided for hereunder shall be in writing and sent () by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (ii) by registered or certified mail with return receipt requested (postage prepaid), or (ii) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent to any party hereto at the following addresses or to such other address as any party hereto shall have  specified in writing to the other party: Ifto the Agency:  Urban Redevelopment Agency ofthe City of Hampton  17E E. Main Street South Hampton, GA 30228 Attn: Chairperson Hunton Andrews Kurth LLP 600 Peachtree Street, Suite 4100 Atlanta, Georgia 30308 Attn: Douglass P. Selby, Esq. City ofH Hampton, Georgia 17E. Main Street South Hampton, GA 30228 Attention: City Manager LFI Barnes Law, LLC P.O. Box 250464 Atlanta, Georgia 30325 Attn: L'Erin Barnes Wiggins, Esq.  With a copy to:  Ifto the City:  With a copy to:  Notices under this Section 9.01 will be deemed given only when actually received.  Any notice required to be given hereunder to any party shall also be provided to the Initial  Bondholder at the address provided in the Resolution.  25    Section 9.02.Construction and Binding Effect. This Intergovernmental Contract constitutes the entire agreement of the parties and supersedes any prior agreements. This Intergovernmental Contract shall inure to the benefit ofa and shall be binding upon the Agency, the City, and their respective suçcessors and assigns subject, however, to the limitations contained in  Section 7.01 hereof.  Section 9.03.Severability. In the event any provision ofthis Intergovernmental Contract shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall  not invalidate or render unenforceable any other provision hereof.  Section 9.04.Amounts Remaining in Funds. Iti is agreed by the parties hereto that any amounts remaining in the Project Fund or other funds provided for herein upon expiration or sooner termination of this ntergovermental Contract, as provided in this Intergovernmental Contract, after payment in full of the Contract Payments and the Bonds, the fees, charges, and expenses of the Agency and the Bondholders, in accordance with the terms hereof, and all sums due and owing to the Agency, shall belong to and bej paid to the City by the Agency as overpayment  of Contract Payments.  Section 9.05.Amendments, Changes, and Modifications. This Intergoyermmenta. Contract may not be amended, changed, modified, altered, or terminated, and the observance of  any term hereofmay not be waived, except in accordance with the Resolution.  Section 9.06. Counterparts; Electronic Execution. The Chairperson or the Vice Chairperson ofthe Agency are each hereby authorized to execute this Intergovernmental Contract, and all other documents and certificates related to the issuance and delivery of the Series 2024 Bond, by electronic or digital signature including but not limited to emailed PDF or other electronic means that reproduces an image of the actual executed signature page, and such electronic pages shall constitute an original signature and shall be of the same legal effect, validity or enforceability as a manually executed, physically delivered or paper-based signature, as the case may be, and it is further found and determined that such electronic signatures are expressly permitted under the  Uniform Electronic Transactions Act (O.C.G.A. Section 10-12-1, etseq.).  Section 9.07.. Law Governing Construction oft this Intergovernmental Contract. This Intergovernmental Contract is prepared and entered into with the intention that the law ofthe State of Georgia, exclusive of such state's rules governing choice of law, shall govern its construction. Section 9.08.Immunity ofOfficials, Officers, and Employees of Agency and City. No recourse shall be had for the enforcement of any obligation, covenant, promise, or agreement of the Agency ort the City contained ini this Intergovernmental Contract or for any claim based hereon or otherwise in respect hereof against any member ofa Governing Body, officer, or employee, as such, in his or her individual capacity, past, present, or future, of the Agency, the City, or any successor body, whether by virtue ofany constitutional provision, statute, or rule oflaw, or by the enforcement ofa any assessment or penalty or otherwise, it being expressly agreed and understood that this Intergovernmental Contract is solely a corporate obligation of the City and the Agency payable only from the funds and assets of the City and the Agency herein specifically provided to bes subject to: such obligation and that noj personal liability whatsoever shall attach to, or be incurred by, any member of a Governing Body, officer, or employee, as such, past, present, or future, of  26    the City or the Agency, or of any successor corporation, either directly or through the City, the Agency, or any successor corporation, under or by reason of any oft the obligations, covenants, promises, or agreements entered into between the Agency and the City whether contained in this Intergovernmental Contract or in the Resolution or to be implied herefrom or therefrom as being supplemental hereto or thereto, and that all personal liability of that character against every such member ofa Governing Body, officer, and employee is, by the execution ofthis Intergovernmental Contract and as a condition of and as part of the consideration for the execution of this Intergovernmental Contract, expressly waived and released. The immunity of members of a Governing Body, officers, and employees of the Agency and the City under the provisions contained in this Section 9.08 shall survive the acquisition of the Project and the termination of  this Intergovemmental Contract.  Section 9.09.Survival of Warranties. All agreements, representations, and warranties of the parties hereunder, or made in writing by or on behalf of them in connection with the transactions contemplated hereby, shall survive the execution and delivery hereof, regardless of  any investigation or other action taken by any person relying thereon.  27    SIGNATURES AND SEALS  IN WITNESS WHEREOF, the Agency has executed this Intergovernmental Contract by causing its name to be hereunto subscribed by its Chairperson and by causing the official seal of the Agency to be impressed hereon and attested to by its Secretary, and the City has executed this Intergovermental Contract by causing its name to be hereunto subscribed by its Mayor and by causing the official seal ofthe City to bei impressed hereon and attested by its City Clerk, alll being  done as oft the day and year first above written.  URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON, GEORGIA  By:  Chairperson  (SEAL) Attest:  Secretary  (Intergovemmental Contract)    CITY OF HAMPTON, GEORGIA  By:  Mayor  (SEAL) Attest:  City Clerk  (Intergovemmental Contract)    EXHIBIT A  DESCRIPTION OF THE PROJECT  The Project will include the (i) acquisition of real property and rehabilitation or demolition and removal of buildings and improvements thereon on blighted properties within the Urban Redevelopment Area, (ii) installation, construction, or reconstruction of streets, transit facilities and improvements, sidewalks, streetscapes, and other improvements necessary for carrying out in the area the urban redevelopment provisions of the Act; and (ii) disposition of any property acquired in such Urban Redevelopment Area, including sale, initial leasing or retention by the municipality to public or private persons, at its fair value for uses in accordance with the Plan.  (Intergovernmental Contract)    EXHIBIT: B  SCHEDULE OF BASIC PAYMENTS  Amounts set forth below are for Basic Payments due under Section 5.03(a).  Payment Date 10/1/2024 4/1/2025 10/1/2025 4/1/2026 10/1/2026 4/1/2027 10/1/2027 4/1/2028 10/1/2028 4/1/2029 10/1/2029 4/1/2030 Total:  Principal Component Interest Component Total Payment  -0- $1 110,000 -0- 95,000 -0- 100,000 -0- 105,000 -0- 110,000 -0- 2,580,000 $3,100,000  $ 39,269.25 87,265.00 84,168.50 84,168.50 81,494.25 81,494.25 78,679.25 78,679.25 75,723.50 75,723.50 72,627.00 72,627.00 911,919.25  $3 39,269.25 197,265.00 84,168.50 179,168.50 81,494.25 181,494.25 78,679.25 183,679.25 75,723.50 185,723.50 72,627.00 2,652,627.00 4,011,919.25  (Intergovemmental Contract)  127020.0000002 DMS3 307072767v3    EXHIBITD  FORM OF SERIES 2024 BOND    THIS BOND AND THE INSTRUMENTS HEREINAFTER DESCRIBED ARE SUBJECT TO AN INVESTMENT LETTER AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO THE TERMS OF SUCH  INVESTMENTLETTEK.  No. R-1  $3,100,000  STATE OF GEORGIA  URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON  REVENUE BOND, TAXABLE SERIES 2024  BOND DATE July 10, 2024  RATE 5.630%  MATURITY DATE April 1, 2030  FOR VALUE RECEIVED, the Urban Redevelopment Agency oft the City of Hampton, Georgia, a public body corporate and politic duly created and validly existing under the Constitution and the laws oft the State of Georgia (the "Agency"), hereby promises to pay solely from amounts in the sinking fund or otherwise pledged as security under the hereinafter defined Resolution, as hereinafter set forth, to Webster Bank, National Association or registered assigns,  the principal sum of  THREE MILLION ONE HUNDRED THOUSAND DOLLARS  in lawful money oft the United States of America, on the date specified above, unless prepaid prior thereto as hereinafter provided, without the requirement for presentation and surrender hereofto the City of Hampton, Georgia, as Paying Agent and Bond Registrar, and to pay to the registered owner hereof solely from amounts in the sinking fund or otherwise pledged as security under the hereinafter defined Resolution, interest on the principal amount from the Interest Payment Date (hereinafter defined) next preceding the date of authentication of this bond to which interest has been paid (unless the date of authentication hereof is an Interest Payment Date to which interest has been paid, in which case from such Interest Payment Date, unless the date ofauthentication of this bond is after a Record Date (hereinafter defined) and prior to the next succeeding Interest Payment Date, then interest hereon shall be paid from the next Interest Payment Date, or unless the date of authentication is before the first Interest Payment Date, then in which case from the date of original issuance) at the rate of 5.630% per annum (the "Rate"). Interest shall be payable October 1, 2024 and semiannually thereafter on each April 1 and October 1 ofe each year (each an "Interest Payment Date"), until payment of the principal amount hereof. Payments ofi interest on this bond shall be made by check or draft payable to the registered owner as shown on the bond registration book ofthe. Agency kept by the Bond Registrar at the close ofbusiness on the fifteenth day oft the calendar month next preceding each Interest Payment Date (a "Record Date") and such    interest payments shall be mailed to such registered owner at the address shown on the bond registration book. The final installment of principal shall only be paid upon presentation and  surrender oft this Bond to the Paying Agent.  This bond is issued as a single bond in the original principal amount of $3,100,000 (the "Series 2024 Bond"), for the purpose of financing all or a portion of the costs of (i) the design, acquisition, construction, installation and equipment oft the Project, (ii) the acquisition of certain blighted properties within the Urban Redevelopment Area and (iii) certain costs ofissuance related to the Series 2024 Bonds. The Series 2024 Bond isi issued under the authority ofthe Constitution and laws oft the State of Georgia and pursuant to a resolution oft the. Agency adopted on June 11, 2024 (the Resolution"). Reference to the Resolution is hereby made fora a complete description of the funds charged with, and pledged to, the payment of the principal of and the interest on the Series 2024 Bond, the nature and extent of the security therefor, a statement of rights, duties and obligations ofthe Agency, and ther rights ofthe ownerofthe! Series 2024 Bond, to all the provisions ofwhich the owner hereof, by the acceptance oft this bond, assents. Capitalized terms used herein  and not defined herein shall have the meanings set forth in the Resolution.  This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until this bond shall have been authenticated and registered upon the bond registration book oft the Agency kept for that purpose by the Bond Registrar, which authentication and registration shall be evidenced by the execution by the manual signature ofa  duly authorized signatory oft the Bond Registrar of the certificate hereon.  This bond may be registered as transferred only upon the registration books kept for that purpose at the office of the Bond Registrar by the registered owner hereof in person, or by his or her attorney duly authorized in writing, upon presentation and surrender to the Bond Registrar of this bondduly endorsed fort registration oftransfer or accompanied by an assignment duly executed by the registered owner or his or her attomey duly authorized in writing, and thereupon a new registered bond, in the same principal amount and oft the same maturity and interest rate shall be issued to the transferee in exchange therefor. Notwithstanding the foregoing, this Bond may only be transferred to: (i) an affiliate ofthel Registered Ownerk hereof; (ii)a' "Bank" as defined in Section 3(a)(2) of the Securities Act of 1933 as amended (the "Securities Act"); (iii) an "Accredited Investor" as defined in Regulation D under the Securities Act; or (iv) a "Qualified Institutional Buyer" as defined in Rule 144A under the Securities Act and otherwise as set forth in an investment  letter oft the Registered Owner.  Pursuant to an Intergovernmental Contract (the 'Intergovermmenta Contract"), dated as of July I, 2024, between the Agency and the City of Hampton, Georgia (the "City"), the City () agreed to make payments to the Agency in amounts sufficient to enable the Agency to pay the principal of and interest on the Series 2024 Bond when due, and (ii) agreed to levy an annual ad valorem tax on all taxable property located within the corporate limits of the City as may be necessary to produce in each year revenues that are sufficient to fulfill the City's obligations under the Intergovernmental Contract. Pursuant to the Resolution, the Agency has pledged the Intergovernmental Contract and all amounts due thereunder (except certain Unassigned Rights) to secure the payment of the principal of and interest on the Series 2024 Bond (as more particularly  defined ini the Resolution, the "Pledged Revenues").  D-2    Under the Resolution, the Agency has reserved the right to issue Additional Bonds under certain circumstances, including that the City satisfies the maximum annual debt service coverage test provided for in the Resolution. If Additional Bonds are issued under the Resolution, they will be secured by a lien on and pledge oft the Pledged Revenues on aj parity basis with the Series 2024  Bond and any other Additional Bonds authorized to be issued.  Pursuant to the Intergovernmental Contract, the City has granted a lien on the moneys produced from the levy of the ad valorem property tax (the "Tax Moneys") in favor oft the Agency inc ordert to secure amounts payable under the Intergovernmental Contract. The City has covenanted that it will not create any other liens on the Tax Moneys except () parity liens on the Tax Moneys created in connection with any additional intergovernmental contracts under which a payment obligation is created or expanded from the City to other parties (as more specifically defined in the Intergovernmental Contract, "Additional Contracts") or (ii) subordinate liens on the Tax Moneys. The City may also enter into Additional Contracts and other contracts payable from Tax Moneys, but which are not secured by a lien on Tax Moneys. Prior to entering into any Additional Contract, the City must satisfy debt service coverage tests set forth in the Intergovemmental Contract. THIS BOND IS A LIMITED OBLIGATION OF THE AGENCY PAYABLE SOLELY FROM THE PLEDGED REVENUES. THIS BOND SHALL NEVER CONSTITUTE AN INDEBTEDNESS OR GENERAL OBLIGATION OF THE STATE OF GEORGIA, THE CITY OF HAMPTON, GEORGIA, OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF GEORGIA, WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION WHATSOEVER, NOR A PLEDGE OF THE FAITH AND CREDIT OR TAXINGPOWER OF ANY OF THE FOREGOING, NOR SHALL. ANY OF THE FOREGOING BE SUBJECT TO ANY PECUNIARY LIABILITY HEREON. THE AGENCY HAS NO TAKING POWER. THIS BOND SHALL NOT BE PAYABLE FROM NOR A CHARGE UPON ANY FUNDS OTHER THAN THE REVENUES PLEDGED TO THE PAYMENT HEREOF AND SHALL BE A LIMITED OR SPECIAL OBLIGATION OF THE AGENCY PAYABLE SOLELY FROM THE FUNDS PROVIDED THEREFOR IN THE RESOLUTION, INCLUDING THE PROCEEDS OF THE HEREINABOVE DESCRIBED AD VALOREMTAX, WHICHTHECITYOFHAMPTON, GEORGIAI IS OBLIGATED TOLEVY. NO OWNER OF THIS BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE TAXING POWER OF THE STATE OF GEORGIA, THE CITY OF HAMPTON, GEORGIA, OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF GEORGIA, EXCEPT TO LEVY THE HEREINABOVE DESCRIBED AD VALOREM TAX, TOPAYTHE PRINCIPAL OF THISBONDOR THE INTERESTHEREON, ORTOENFORCE PAYMENT HEREOF AGAINST ANY PROPERTY OF THE FOREGOING, OTHER THAN THE PROCEEDS OF THE HEREINABOVE DESCRIED AD VALOREM TAX, NOR SHALL THIS BOND CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE FOREGOING OTHER THAN THE REVENUES PLEDGED TO THE PAYMENT HEREOF. NEITHER THE MEMBERS OF THE GOVERNING BODY OF THE AGENCY NOR ANY PERSON EXECUTING THIS BOND SHALL BE LIABLE PERSONALLY ON THIS BOND BY REASON OF THE  ISSUANCE HEREOF.  To the extent permitted by the Resolution, modifications or alterations of the Resolution and the Intergovernmental Contract may be made by the Agency. As provided in the Resolution,  D-3    certain modifications may only be made with the consent oft the owners of at least a majority in aggregate principal amount oft the Series 2024 Bond and any Additional Bonds then outstanding. At the election of the Agency, the principal of the Series 2024 Bond may be prepaid in whole or in part, on April 1, 2027, and any Business Day thereafter, at a price of 100% of the principal amount to be prepaid, plus accrued interest to the prepayment date. In each instance, the Agency will provide thirty (30) Business Days prior written notice of such prepayment. Any partial prepayment must be in a minimum principal amount of $1,000,000, may be made no more than once per year and shall be credited against the mandatory prepayments below in inverse order  thereof.  The Series 2024 Bond is subject to scheduled principal prepayment on April 1 ofthey years and in the amounts in the table set forth below and at a prepayment price equal to the principal amount thereof. No notice of scheduled principal prepayment is required to be given by the  Agency or the Bond Registrar to the holder oft the Series 2024 Bond.  Year 2025 2026 2027 2028 2029 2030  Amount $110,000 95,000 100,000 105,000 110,000  2,580,000 (final maturity)  The scheduled principal prepayments with respect to the Series 2024 Bond shall be reduced by the principal amount of any optional prepayment of such Series 2024 Bond pursuant to Section 301 hereofin reverse order ofp payment (ori ins such other manner: as the Agency and any Bondholder may agree). Unless requested by the Bondholder, the Bond Registrar shall not require the presentation of the Series 2024 Bond, no the delivery ofar new Series 2024 Bond as a result ofa scheduled principal prepayment, and the resultant reduction in the outstanding principal amount  oft the Series 2024 Bond.  Unless waived by the Bondholder, official notice of any optional prepayment oft the Series 2024 Bond shall be given by the Bond Registrar on behalf ofthe Agency by mailing a copy ofan official redemption notice by first class mail, postage prepaid, at least thirty (30) days prior to the date fixed for prepayment to the registered owner of the Series 2024 Bond at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner tot the Bond Registrar. Webster Bank, National Association can accept this notice by email sol long as Webster Bank, National Association confirms receipt by email response  publictinance/@websterpank.com).  This Bond is issued pursuant to and ini full conformity with the Resolution duly adopted by the governing body of the Agency under the authority of and in full conformity with the Constitution and the laws ofthe State ofGeorgia, particularly the provisions ofChapter 61 ofTitle 36ofthe Official Code ofGeorgia Annotated, titled the "Urban Redevelopment Law," as amended (the "Act"). In the case of a default, the owner of this bond shall be entitled to the remedies  D-4    provided by the Resolution, the Revenue Bond Law and the Act. This Bond  Agency to aid in the financing ofa' "project," as sucht term is defined int the Act, is issued by the  public purposes oft the Act.  to accomplish the  Iti is hereby recited and certified that all acts, conditions and performed in due and legal form as required by law, and that allocation from the City's payments under the payments are irrevocably allocated and pledged to the  precedent to and in the issuance of this Bond have been done, have things required to be done pay the principal of and the interest on all oft the Intergovernmental Series 2024 Bond Contract ofa amounts sufficient to  happened and have been provision has been made for the as same mature and that such  payment thereofand the interest thereon.  D-5    IN WITNESS WHEREOF, the Urban Redevelopment Agency oft the City of Hampton, Georgia has caused this bond to be executed by the manual signature ofi its Chairperson and its official seal to be impressed hereon and attested by the manual signature ofi its Secretary.  URBAN REDEVELOPMENT AGENCY OF THE  CITY OF HAMPTON  By:  Chairperson  (SEAL) Attest:  Secretary  D-6    CERTIFICATE OF AUTHENTICATION AND REGISTRATION This bondi ist the Series 2024 Bond described int thei Resolution ofthe Urban  Agency oft the City ofHampton, Georgia, adopted. June 11,2024.  Redevelopment  CITY OF HAMPTON, GEORGIA,  as Bond Registrar  By:  Authorized Officer  D-7    VALDATIONCERTIFICATE  STATEOF GEROGIA COUNTY OF HENRY  The undersigned Clerk of the Superior Court of Henry HEREBY CERTIFY that this bond was confirmed and validated County,  State  of Georgia, DOES by judgment of the Superior  Court ofHenry County, Georgia, on the was filed thereto and that no appeal has been  day prosecuted therefrom.  ofJuly, 2024, that no intervention or objection  WITNESS my manual signature and the seal of the Superior Court of  Georgia.  Henry County,  Clerk, Superior Court Henry, County, Georgia  (SEAL)  D-8    ASSIGNMENT  FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto  the within bond and all rights thereunder and  hereby irrevocably constitutes and appoints Registrar, with full power ofs substitution in the premises.  attorney to transfer this bond on the bond registration book kept for such purpose by the Bond  Dated  NOTE: The signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change  whatsoever.  Signature Guaranteed:  Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program ("STAMP") or similar program.  D-9    EXHIBIT E FORM OF REQUISITION    REQUISITION, NO.1  |Bank], as Construction Fund Custodian  [Address] Attn: Fax: Phone: [Email]  Re: Direction to Make Disbursement from the Urban Redevelopment Agency of the  City yofHampton, Georgia Project Fund 2024 Project Account  To the Addressee:  Pursuant to the resolution of the Urban Redevelopment Agency of the City of  Hampton, Georgia (the "Agency") adopted on June 11, 2024 (the "Resolution"), you are hereby directed to disburse from the Project Fund (as defined in thel Resolution) the amount seti forth below  in accordance with the instructions set forth below:  1. This requisition should be paid from the Series 2024 Project Account oft the 2. This is requisition number 1 from the Series 2024 Project Account of the 3. The names ofthe persons, firms or corporations to whom the disbursements are due, the payment instructions and the purposes for the payments are shown on Exhibit  Project Fund. Project Fund.  A.  In connection herewith, the undersigned hereby certifies as follows:  a.  That an obligation in the stated amount has been incurred, that the same is  aproper charge against the Series 2024 Project Account of the Project Fund and has not been paid, and that the bill or statement of account for such obligation is attached hereto; chattel mortgages, conditional sales contracts or any security interest, which should be  b.  That no notice of any vendors, mechanic's or other liens or rights to liens,  satisfied or discharged before such payment is made;  C. entitled to retain;  That this requisition contains no item representing payment on account or  any retained percentages which the City or the Agency is, at the date of such certificate,  (Requisition No. 1-2024)    d. That insofar as such obligation was incurred for  or equipment in connection with the undertaking, such work work, materials, supplies such materials, supplies or equipment were actually installed was actually performed, or  ord delivered at the site oft the work for that This requisition shall be retained by the Project Fund  and purpose;  in or about the construction  inspection by any officer oft the City, the Agency or any Bondholder. Depository, subject at all times to  Cc: Webster Bank, National Association (Series 2024 Bondholder)  Malefinne@huethankcom  (Requisition No. 1-2024)    Dated this  2024.  CITY OF HAMPTON, GEORGIA  By:  Authorized Representative  URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON  By:  Authorized Representative  (Requisition No. 1-2024)    EXHIBITA (2024) Payment Instructions  Amount to be Paid $  Payee  Purpose for Payment  See attached invoice Legal Fees of Bond Counsel See attached invoice Legal Fees of City Attorney See attached invoice Financial Advisor Fees See attached invoice Legal Fees of Project Fund  Depository and Sinking Fund  Custodian    SECRETARY'S CERTIFICATE  STATE OF GEORGIA HENRY COUNTY  L, the undersigned Secretary of City oft the Urban  City of Hampton (the "Issuer") and keeper of the records and Redevelopment Authority oft the CERTIFY that the foregoing pages oft typewritten matter constitute seal thereof, DO HEREBY 2024, which meeting was open to the public and at which assembled on the I1th day ofJ June, throughout, the original of which Resolution has been a quorum was presenting and acting  Resolution adopted by the Issuer in a meeting duly called and  a true and correct copy oft the  Issuer which is in my custody and control.  duly recorded in the Minute Book of the  WITNESS my official hand and seal oft the Issuer, this 11th day of June, 2024.  Secretary  (CORPORATE SEAL)  127020.0000002 DMS 307000081v4    Dated: June 11,2024.  URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON, GEORGIA  By:  Chairperson  (SEAL) Attest:  Secretary  [Signature Page tol Notice to District Attorney]    Adopted and approved this 11th day of. June, 2024.  URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON  By:  Chairperson  (SEAL) Attest:  Secretary  44    SECRETARY'S CERTIFICATE  STATE OF GEORGIA HENRY COUNTY  I, the undersigned Secretary of City of the Urban Redevelopment Authority of the  City of Hampton (the "Issuer") and keeper of the records and seal thereof, DO HEREBY CERTIFY that the foregoing pages oft typewritten matter constitute ai true and correct copy oft the Resolution adopted by the Issuer in a meeting duly called and assembled on the 11th day of. June, 2024, which meeting was open to the public and at which a quorum was presenting and acting throughout, the original of which Resolution has been duly recorded in the Minute Book of the  Issuer which is in my custody and control.  WITNESS my official hand and seal ofthe Issuer, this Ilth day of. June, 2024.  Secretary  (CORPORATE: SEAL)  127020.0000002 DMS 307000081v4    ADOPTED this June 11, 2024.  CITY OF HAMPTON, GEORGIA  By: Mayor  (SEAL) Attest:  City Clerk  5    STATE OF GEORGIA COUNTY OF HENRY  TO THE HONORABLE DARIUS PATTILLO,  DISTRICT ATTORNEY OF THE FLINT JUDICIAL CIRCUIT  YOU ARE HEREBY NOTIFIED that under and by virtue oft the Constitution and laws of the State ofGeorgia, including specifically, but without limitation, an Act ofthe General Assembly of the State of Georgia entitled the "Urban Redevelopment Law," as amended, codified as Chapter 61 of Title 36 of the Official Code of Georgia Annotated, granting to the Urban Redevelopment Agency oft the City of Hampton (the "Agency") the power and authority to issue revenue bonds under and in accordance with the procedure set forth in the Revenue Bond Law of the State of Georgia (codified as Article3ofC Chapter 82 ofTitle 36ofthe Official Code of Georgia Annotated), as amended, in order to finance the undertaking ofany "urban redevelopment project" under the Urban Redevelopment Law, which bonds shall be made payable, as to both principal and interest, solely from the income, proceeds, revenues, and funds oft the Agency derived from or held in connection with its undertaking and carrying out of urban redevelopment projects under the Urban Redevelopment Law, the Agency, in an open meeting duly called and lawfully assembled on June 11,2024, adopted a Bond Resolution (the "Bond Resolution"): authorizing the issuance of its Revenue Bond (Downtown Redevelopment and Public Infrastructure Project), Taxable Series 2024 in the original principal amount of $3,100,000 (the "Series 2024 Bond"), the proceeds ofv which shall be used for the purpose of financing all or aj portion ofthe costs of[() the design, acquisition, construction, installation and equipment of certain redevelopment projects and public infrastructure improvements to include storm water systems, water and sewer systems, streets and sidewalks, (ii) the acquisition of certain blighted properties within the City ofHampton Urban Redevelopment Area] (collectively, the "Project"), and (i) certain costs ofi issuance related to the Series 2024 Bonds. The date, rates ofinterest, maturity dates, prepayment provisions and  EXHIBIT, A    all other pertinent facts pertaining to the Series 2024 Bond are shown in detail in the Bond Resolution, a certified copy ofwhichi is attached to this Notice as Exhibit 1 and made aj part hereof by reference. Pursuant to the Bond Resolution, the Agency also authorized the Intergovernmental Contract (as hereafter defined). An original oft the Bond Resolution is duly recorded ini thel Minute Book oft the. Agency, which Minute Book is kept by the Secretary oft the Agency.  YOU ARE HEREBY FURTHER NOTIFIED that the City of Hampton, Georgia (the "City") has heretofore declared the need to exercise its urban redevelopment project powers, pursuant to a Prerequisite Resolution duly adopted by the Mayor and City Council of the City of Hampton, Georgia (the "Mayor and Council"), the governing body oft the City, on March 6, 2024. Pursuant to a resolution adopted by the Mayor and Council on August 8, 2023, the Mayor and Council activated the Agency. Pursuant to a resolution adopted by the Mayor and Council on March 6, 2023, the City designated the areas covered by the Plan (hereafter defined) as areas that fity within the intent ofthe definitionofo.C.G.A. Section 36-61-2(15)ofthel Urban Redevelopment Law (as then codified) that the Mayor and Council may designate as appropriate for urban redevelopment projects. Pursuant to a resolution adopted by the Mayor and Council on March 6, 2024, the City adopted the urban redevelopment plan entitled "City of Hampton Urban Redevelopment Plan" (the "Plan"). A public hearing with respect to the Plan was held on March 6, 2024, and the notice of such public hearing was published in accordance with law.  YOU AREI HEREBY FURTHER NOTIFIED that pursuant to ai resolution duly adopted by the Mayor and Council on March 6, 2024 (the Prerequisite ofNecessity Resolution"), acertified copy ofwhich is attached to the Notice as Exhibit 2 and by this reference thereto is incorporated herein the Mayor and Council designated an area within the City to be known as the "City of Hampton Urban Redevelopment Area" as an urban redevelopment area within the meaning of  2    O.C.G.A. Section 36-61-2(15). Pursuant to a resolution adopted by the Mayor and City Council oft the City of Hampton on June 11, 2024, the City authorized the Intergovernmental Contract (as hereafter defined) (the-"Authorizing Resolution"). A certified copy oft the Authorizing Resolution is attached as Exhibit 5 to this Notice, and by this reference thereto is incorporated herein and  made aj part hereof.  YOU ARE HEREBY FURTHER NOTIFIED that the Agency and the City will enter into an Intergovernmental Contract, to be dated as ofthei first day oft the month in which the Series 2024 Bond is issued and delivered (the Intergovemmental Contract"), pursuant to which the Agency will agree, among other things, to issue the Series 2024 Bond; and in consideration oft the facilities and services provided by the Agency, the City will agree to, among other things, (i) make payments to the Agency in such amounts sufficient to enable the Agency to pay, when due, the principal of and interest on the Series 2024 Bond and other amounts due under this Bond Resolution and (ii) levy an ad valorem tax on all property in the City subject to such tax to the extent necessary to make the payments required by the Intergovernmental Contract. The Series 2024 Bond and any Additional Bonds will be secured by aj pledge of and first lien on the Pledged Revenues (as defined  in the Bond Resolution).  YOU ARE HEREBY FURTHER NOTIFIED that the Agency intends to issue the Series 2024 Bond, and you are further notified oft the action of the Agency in accordance with the law pertaining to the validation and confirmation oft the Series 2024 Bond and the provision oft the security therefor, and request is hereby made that you take immediate and proper steps for the confirmation and validation of the Series 2024 Bond and the security therefor as provided by law  3    Dated: June 11,2024.  URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON, GEORGIA  By:  Chairperson  (SEAL) Attest:  Secretary  [Signature Page to Notice to District Attorney]    EXHIBITI I  Bond Resolution of the Adopted on June 11,2024  Urban Redevelopment Agency oft the City ofHampton, Georgia,  [Attached]    Al BOND RESOLUTION OF THE URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON TO PROVIDE FOR THE ISSUANCE OF ITS REVENUE BOND (DOWNTOWN REDEVELOPMENT AND PUBLIC INFRASTRUCTURE PROJECT), TAXABLE SERIES 2024, IN AN ORIGINAL PRINCIPAL AMOUNT OF $3,100,000, PURSUANT TO, AND IN CONFORMITY WITH THE CONSTITUTION AND STATUTES OF THE STATE OF GEORGIA, PAYABLE SOLELY FROM THE FUNDS PROVIDED HEREIN FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF A DOWNTOWNREDEVELOPMENT AND PUBLIC INFRASTRUCTURE PROJECT; TO PROVIDE FOR THE CREATION AND MAINTENANCE OF CERTAIN FUNDS; TO PROVIDE REMEDIES FOR THE OWNER OF SAID BOND; TO AUTHORIZE AND APPROVE THE EXECUTION AND DELIVERY OF AN INTERGOVERNMENTAL CONTRACT WITH THE CITY OF HAMPTON, GEORGIA; TO PROVIDE FOR THE CREATION OF A SINKING FUNDTOPAYTHE PRINCIPAL OF, PREMIUM,IF/ ANY,AND INTEREST ON THE SERIES 2024 BOND; TO DESIGNATE AN AUTHENTICATION AGENT, A BOND REGISTRAR, A SINKING FUND CUSTODIAN, A PAYMENT AGENT AND CERTAIN OTHER CUSTODIANS; AND FOR OTHER RELATED PURPOSES.  Adopted on June 11,2024  This document was prepared by: Hunton Andrews Kurth LLP 600 Peachtree Street NE, Suite 4100 Attn: Public Finance Group Atlanta, GA 30309 Tel: (404)888-4000  Hampton URA! 20241 Bond Resolution    BOND RESOLUTION TABLE OF CONTENTS  (The Table of Contents fort this Resolution is for convenience ofreference only and ist not intended to define, limit or describe the scope ori intent ofa any provisions oft this Resolution.)  ARTICLEIDEFNITONS AND FINDINGS. Section 101. Definitions ofCertain Terms. Section 102. Rules of Construction. Section 103. Findings.. BOND  ARTICIEALTMORPATON: FORM AND REGISTRATION OF SERIES 2024 Section 201. Authorization and Terms oft the Series 2024 Bond.. Section 202. Payment of Principal and Interest; Execution oft the Bonds. Section 203. Registration of Series 2024 Bond; Transfer.. Section 204. Lost, Destroyed, Mutilated Series 2024 Bond. Section 205. Security; Limited Obligation.. Section 206. Cancellation of Series 2024 Bond.. Section 207. Form oft the Series 2024 Bond. ARTICLE III REDEMPTION OF THE SERIES 2024 BOND, Section 301. Optional Prepayment of Series 2024 Bond.. Section 302. Scheduled Principal Prepayment oft the Series 2024 Bond.. Section 304. Agency or Bond Registrar May Give Notice of Prepayment.  2 12 12 13 14 14 3 5 16 16 16 16 17 17 17 18 18 19 19 19 20 .21 .21 .22 22 22 23  Section 303. Notice of Prepayment. Section 305. Effect ofNotice of] Prepayment. Section 306. Effect of Additional Bonds.  ARTICLE. IV APPLICATION OF SERIES 2024 BOND PROCEEDS. Section 401. Application of Series 2024 Bond Proceeds. ARTICLE V PROJECT FUND; ACQUISITION AND CONSTRUCTION OF  PROJECT..  Section 501. Creation of Project Fund.. Section 502. Authorized Project Fund Disbursements. Section 503. Requisition Procedure.. Section 504. Completion ofthe Project.. Section 505. Transfer Upon Event of Default. ARTICLE VI SINKING FUND AND ADDITIONAL BONDS. Section 601. Source of Payment of Bond. Section 602. Sinking Fund..  Section 603. Repayment to the City from the Sinking Fund..    Section 604. Transfers from the Sinking Fund.. Section 605. Investments of Sinking Fund Moneys. Section 606. Lien on Funds. Section 607. Additional Bonds.  .23 .23 23 24 26 .26 27 .27 .27 27 28 28 29 .29 29 29 29 29 30 30 31 31 .31 32 32 .32 32 .33 .33 .33 34 34 34 36 36 36  ARTICLE VII DEPOSITORIES OF MONEYS AND SECURITIES FOR DEPOSIT;  DESIGNATION OF PAYING AGENT AND BOND REGISTRAR.  Section 701. Depositories and Custodians. Section 702. Administrative Fees and Expenses. Section 703. Appointment of Paying Agent and Bond Registrar. Section 704. Employment of Attorneys, Agents, Etc. Section 705. Reliance on Documents. Section 706. Evidence of Facts. Section 707. Release ofLiability. Section 801. Payment of Bond.. Section 802. Books and Records. Section 803. Reserved.. Section 804. No Diminishment ofLien Granted. Section 805. Maintenance of Existence.  ARTICLE VIII PARTICULAR COVENANTS AND FINDINGS.  Section 806. Agency will not Cancel Intergovermental Contract. Section 808. Amounts Remaining in Funds and Accounts..  ARTICLE IX EVENTS OF DEFAULTS; REMEDIES Section 901. Events ofDefault. Section 902. Remedies.. Section 903. Abandonment ofF Proceedings. Section 905. Non-Exclusivity of Remedies..  Section 904. Limitation of Actions by Bondholders; Equal Benefit.  Section 906. Delays. ARTICLE X DEFEASANCE.  Section 1001. Payment and Defeasance. Section 1002. Termination ofl Liability.  ARTICLE. XI SUPPLEMENTAL RESOLUTIONS AND AMENDMENT OF  INTERGOVERNMENTAL CONTRACT.  Section 1101. Supplemental Resolutions Not Requiring Consent of Bondholders. Section 1102. Supplemental Resolutions Requiring Consent of Bondholders. Section 1103. Amendments, etc., to Intergovernmental Contract Not Requiring Section 1104. Amendments, etc., to intergovermmenta. Contract Requiring  Consent of Bondholders.. Consent of Bondholders.  Section 1105. Legal Action..    Section 1106. Incorporation. ARTICLE. XII MISCELLANEOUS PROVISIONS, Section 1201. Acceptance of Bid.. Section 1202. Validation. Section 1203. Reserved.. Section 1204. Reserved.. Section 1205. Severability. Section 1206. Resolution as a Contract., Section 1207. Payments Due on Saturdays, Sundays and Holidays., Section 1208. Resolution Constitutes Trust Indenture. Section 1209. Applicable Provisions ofLaw. Section 1210. Repeal ofConflicting Resolutions. Section 1211. Authorization ofa and Acceptance Intergovermental Contract. Section 1212. Authorization of Custodial Agreement.. Section 1213. Authorization of Paying Agency Agreement. Section 1214. No Individual Responsibility ofl Members and Officers of Agency. Section 1215. Counterparts; Electronic Execution. Section 1216. General Authority. Section 1217. Consents of Bondholders. Section 1218. Limitation of Rights.. Section 1219. Notices. Section 1220. Waiver of Bond Audit.. Section 1221. Requirements and Conditions Met.. EXHIBIT A - DESCRIPTION OF THE PROJECT EXHIBIT D- FORM OF SERIES: 2024 BOND EXHIBITI E- FORM OF REQUISITION  37 38 38 .38 38 .38 .38 38 39 .39 .39 39 .39 40 40 40 40 40 41 42 13 13  EXHIBIT B - WINNINGBID  EXHIBIT C-FORM OF INTERGOVERNMENTAL CONTRACT  ili    Al BOND RESOLUTION OF THE URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON TO PROVIDE FOR THE ISSUANCE OF ITS REVENUE BOND (DOWNTOWN REDEVELOPMENT AND PUBLIC INFRASTRUCTURE PROJECT), TAXABLE SERIES 2024, IN AN ORIGINAL PRINCIPAL AMOUNT OF $3,100,000 PURSUANT TO, AND IN CONFORMITY WITH THE CONSTITUTION AND STATUTES OF THE STATE OF GEORGIA, PAYABLE SOLELY FROM THE FUNDS PROVIDED HEREIN FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF AI DOWNTOWNREDEVELOPMENT AND PUBLIC INFRASTRUCTURE PROJECT; TO PROVIDE FOR THE CREATION AND MAINTENANCE OF CERTAIN FUNDS; TO PROVIDE REMEDIES FOR THE OWNER OF SAID BOND; TO AUTHORIZE AND APPROVE THE EXECUTION AND DELIVERY OF AN INTERGOVERNMENTAL CONTRACT WITH THE CITY OF HAMPTON, GEORGIA; TO PROVIDE FOR THE CREATION OF A SINKING FUNDTOPAYTHE PRINCIPALOF, PREMIUM,IF ANY,AND INTEREST ON THE SERIES 2024 BOND; TO DESIGNATE AN AUTHENTICATION AGENT, A BOND REGISTRAR, A SINKING FUND CUSTODIAN, A PAYMENT AGENT AND CERTAIN OTHER CUSTODIANS; AND FOR OTHER RELATED PURPOSES. WHEREAS, the Urban Redevelopment Agency of the City of Hampton (the "Agency") has heretofore been created and activated pursuant to Resolution No. 2023-23 of the Mayor and Council oft the City of Hampton, Georgia (the Mayor and Council"), the governing body of the City ofHampton, Georgia (the "City") adopted on August 8, 2023 (the "Activating Resolution") and the Urban Redevelopment Law (Section 36-61-1, et seq. of the Official Code of Georgia Annotated ("O.C.G.A."), as amended ("the Act") and the Agency is now existing and operating  and its members have been duly appointed and entered into their duties; and  WHEREAS, the City is a municipal corporation of the State of Georgia, legally created and validly existing underthe laws ofthe State ofGeorgia and charter Act ofthe General Assembly  ofthe State of Georgia (Georgia Laws 2006, p. 3613) (the "Charter"); and  WHEREAS, pursuant to Sections 1.12 and 1.13 of the Charter of the City, the City is authorized to (i) enter into contracts and agreements with other governmental entities, (ii) operate and maintain public utilities, including but not limited to a system of waterworks, sewers, drains and sewage disposal, (iri) provide for the acquisition, construction, building, operation, and maintenance of, among other things, public ways, public grounds, sewers, drains sewage treatment; to provide any other public improvements, inside or outside the corporate limits ofthe city; to regulate the use ofp public improvements; and, for such purposes, property may be acquired by condemnation, (iv) organize and operate an urban redevelopment program, and (v) exercise and enjoy all other powers, functions, rights, privileges, and immunities necessary or desirable to promote or protect the safety, health, peace, security, good order, comfort, convenience or general  welfare of the City and its inhabitants; and  WHEREAS, pursuant to the Activating Resolution, the City elected to have the Agency exercise the City's "urban redevelopment project powers," including the planning and funding of    urban redevelopment projects, as described in the Act, that are necessary in the interest of the  public health, safety, morals, or welfare of the residents ofthe City; and  WHEREAS, pursuant to the authority granted in the Act, the Agency is empowered to (i) acquire, construct, improve or modify, redevelop or rehabilitate, and to cause to be placed into operation and operated, urban redevelopment projects within the City, (i) pay all or part of the cost ofany projects from the proceeds ofrevenuel bonds issued by the Agency, and (iii) issuel bonds  toi finance the undertaking of any urban redevelopment project; and  WHEREAS, the Mayor and Council pursuant to Resolution No. 2024-12 adopted on March 6, 2024 (the Prerequisite of Necessity Resolution") and the Act, including specifically O.C.G.A. $36-61-5, found that one or more pockets of blight exist within the boundaries of the City, including one or more urbanized or developed areas in which (i) structures, buildings, improvements, by reasons ofdilapidation, deterioration, age or obsolescence, inadequate provision for ventilation, light, air, sanitation or open spaces, and the existence ofc conditions which endanger life and property by fire or other causes, are conducive to illl health, transmission of disease, infant mortality, high unemployment, juvenile delinquency and crime and is detrimental to the public health, safety, morals and welfare and (ii) by reason oft the presence ofa predominant number of substandard, deteriorated, or deteriorating structures, inadequate parking, faulty lot layout in relation to size, adequacy, accessibility, and usefulness, unsanitary and unsafe conditions, deterioration ofs site and other improvements, tax delinquency exceeding the fair value oft the land, diversity of ownership on defective or unusual conditions oftitle which prevent or encumber the free alienability ofl land, and the existence of conditions which endanger life and property by fire and other causes, substantially impair and arrest the sound growth of the community, retard the provision ofhousing accommodation and employment opportunities, and constitute an economic and social liability and is a menace to the public health, safety, morals and welfare int their present  conditions and use; and  WHEREAS, pursuant to the Prerequisite of Necessity Resolution and the Act, the City previously designated certain areas within the City as "urban redevelopment areas" appropriate for projects that provide for rehabilitation, conservation, or redevelopment, or a combination thereof;  and  WHEREAS, pursuant to the Prerequisite of Necessity Resolution the City further found that one or more areas (collectively known as the "Urban Redevelopment Area") exist in the City that fit within the intent of the definition of O.C.G.A. Section 36-61-2(15) by reason of the deteriorationofsite: or otherimprovements and by having development impaired by environmental hazards, which substantially arrests the sound growth oft the City or constitutes an economic or social liability and is a menace to the public health, safety, morals or welfare of the residents of the City, and that the Urban Redevelopment Area is therefore designated as appropriate for an  urban redevelopment project; and  WHEREAS, the Mayor and Council held a public hearing on March 6, 2024, regarding the proposed urban redevelopment plan entitled "City of Hampton Urban Redevelopment Plan"  (the "Plan"), a copy of which Plan is on file with the City; and  2    WHEREAS, public notice ofsuch public hearing relating to consideration oft the approval of the Plan was published in the Henry Herald, a newspaper having a general circulation in the area of operation oft the City on February 17, 2024, and proof of such publication is on file with  the City; and  WHEREAS, the Mayor and Council, by Resolution No. 2024-13 adopted on March 6, 2024, approved the Plan and the urban redevelopment projects set forth therein, including, among other things, addressing the need for urban revitalization, rehabilitation and redevelopment; and WHEREAS, the Agency desires to finance the costs of the (i) acquisition ofreal property and rehabilitation or demolition and removal of buildings and improvements thereon on blighted properties within the Urban Redevelopment Area, (ii) installation, construction, or reconstruction of streets, transit facilities and improvements, sidewalks, streetscapes, and other improvements necessary for carrying out in the area the urban redevelopment provisions of the Act; and (iii) disposition of any property acquired in such Urban Redevelopment Area, including sale, initial leasing or retention by the municipality to or for public or private persons, at its fair value for uses in accordance with the Plan (collectively, the  "Project"); and  WHEREAS, the City has requested that the Agency authorize the issuance ofi its revenue bond to be designated the "Urban Redevelopment Agency of the City of Hampton Revenue Bond (Downtown Redevelopment and Public Infrastructure Project), Taxable Series 2024" (the "Series 2024 Bond") in the original principal amount of$3,100,000, for the purpose of financing all or a portion of the costs of (i) the design, acquisition, construction, installation and equipping of the Project, (ii) the acquisition of certain blighted properties within the Urban Redevelopment Area and (iii) certain costs ofi issuance related to the Series 2024 Bondsnd WHEREAS, pursuant to Section 6.10 of the Charter the City is authorized to assess, levy and collect an ad valorem tax (the "Ad Valorem Property Tax") on all real and personal property within the corporate limits of the City that is subject to taxation by the State and Henry County, Georgia (the "County") which is for the purpose ofr raising revenues to defray the costs of operating the City government, of providing governmenta. services, for the repayment of principal and interest on general obligations, and any other public purpose as  determined by the Mayor and Council in its discretion; and  WHEREAS, Article IX, Section III, Paragraph I(a) and (b) oft the Constitution oft the State of Georgia of 1983 provides that any ". county, municipality, school district or political subdivision of the state may contract for any period not exceeding 50 years with each other or any other public agency or public corporation for joint services, for the provision of services, or for joint or separate use of facilities or equipment; but such contracts must deal with activities, services and facilities which the contracting parties are authorized by law to undertake or provide : and, subject to such limitations as may be provided by general law, any county, municipality, or political subdivision may, in connection with any contracts authorized by [this provision), convey any existing facilities or equipment to the state or to any public agency,  public corporation or public authority"; and  3    WHEREAS, the City expects to finance the Project through payment under the hereinafter defined Intergovernmental Contract by using a combination of revenue sources, including the Ad  Valorem Property Tax and all other lawfully available sources; and  WHEREAS, the City proposes to enter into an Intergovernmental Contract (the Intergovermmental Contract") to be dated the first day of the calendar month in which the hereinafter Series 2024 Bonds are issued, as amended from time to time as provided therein, pursuant to which agreement the Agency will cause the Project to be designed, acquired,  constructed installed and equipped, as applicable; and  WHEREAS, the Agency has duly appointed the City as its agent for the design, WHEREAS, to secure its obligation to pay the principal of, premium (ifany), andi interest ont the Series 2024 Bond, and any Additional Bonds (as defined herein)(collectively, the "Bonds"), the Agency does hereby agree to assign and pledge all of its right, title and interest in the Intergovernmental Contract, and all revenues, payments, receipts and moneys to be received and held thereunder to and for the benefit oft the owners oft the Bonds and their successors and assigns;  acquisition, construction, installation and equipping of the Project; and  and  WHEREAS, in order to ensure that sufficient sums are available to pay the principal, premium (if any), and interest on the Bonds, the City has absolutely and unconditionally agreed pursuant to the Intergovernmental Contract to make certain "Basic Payments" in an amount equal to the principal, redemption or prepayment premium, and interest on the Bond and to make certain Additional Payments"to covert the fees and charges (ifany) for, among others, the Paying Agent,  the Bond Registrar, the Agency and the Sinking Fund Custodian; and  WHEREAS, the City shall pledge its full faith and credit and taxing power for the obligation to make Basic Payments and to perform its other obligations under the Intergovernmental Contract and has agreed in such agreement to make necessary funds available in its general revenue and budget appropriations to fully satisfy the payment of Basic Payments  from its general funds and any other lawfully available sources; and  WHEREAS, additional amounts may be necessary to further improve the Project and as a result authority should be granted for the issuance of additional parity bonds oft the Agency from  time to time, referred to herein as Additional Bonds; and  WHEREAS, pursuant to a Request for Proposals, the Agency and the City solicited competitivel bids from financial institutions for the purchase oft the Series 2024 Bond (the "Request  for Proposals"), and received bids from four (4) financial institutions; and  WHEREAS, the bid of the most responsive bidder, taking into account terms, interest rates, conditions, fees and expenses to be paid by the City and within the parameters ofthe Request for Proposals was submitted by Webster Bank, National Association (the "Purchaser"), and a copy of such bid is attached to this Resolution as Exhibit B and incorporated herein by reference; and WHEREAS, after due consideration it is deemed advisable and in the best interest of the  City that the Series 2024 Bond be sold to the Purchaser; and  4    WHEREAS, the Agency desires to designate a Project Fund Custodian, Sinking Fund NOW,THEREFORE, BEI IT RESOLVED, by the Urban Redevelopment Agency ofthe  Custodian, Paying Agent and Bond Registrar for the Series 2024 Bond; and City of Hampton, and it is hereby resolved by authority oft the same, as follows:  5    ARTICLEI  DEFINITIONS AND FINDINGS  Section 101. Definitions of Certain Terms.  In addition to the words and terms elsewhere defined in this Resolution (including the preamble hereto), the following words and terms used in this Resolution shall have the following  meanings:  "Act" means the Urban Redevelopment Law (O.C.G.A. Section 61-36-1, et seq.) as "Activating Resolution" means the meaning assigned to such term in the recitals hereto. "Additional Bonds" means any bonds of the Agency ranking on a parity with the Series 2024 Bond which are hereafter issued in accordance with the requirements of Section 607 hereof. "Agency" means the Urban Redevelopment Agency of the City of Hampton, a public corporation, created pursuant to the Act and activated pursuant to the Activating Resolution. "Authorized Agency Representative" means the person at the time designated to act on behalf ofthe Agency by written certificate furnished to the City and the Project Fund Depository, containing the specimen signature of such person and signed on behalf of the Agency by its Chairperson or Vice Chairperson. Such certificate or any subsequent or supplemental certificate  amended from time to time.  SO executed may designate an alternate or alternates.  "Authorized City Representative" means the person at the time designated to act on behalf ofthe City by written certificate furnished to the Agency and the Project Fund Depository, containing the specimen signature ofs such person and signed on behalf of the City by its Mayor or  Mayor Pro Tempore.  "Authorized Denominations" means, with respect to the Series 2024 Bond issued in a single instrument, $3,100,000, as reduced by payment or prior redemption, and with respect to any Additional Bonds, the authorized denominations specified in the supplemental resolution  authorizing such Additional Bonds. issued in substitution or exchange therefor.  "Bonds" mean collectively the Series 2024 Bond, any Additional Bonds and any bonds "Bond Registrar" means the officer or financial institution at the time serving as bond "Business Day" means a day which is not (i) a Saturday, a Sunday, or a legal holiday on which banking institutions int the State of Georgia are authorized by law or executive order to close or(ii)a day on which the New York Stock Exchange is authorized or obligated byl law or executive  registrar pursuant to Section 703 ofthis Bond Resolution.  order to close.  6    "City" means the City of Hampton, Georgia, a municipal corporation of the State of "Code" means the Internal Revenue Code of 1986, as amended and any applicable "Event of Default" means the occurrence of an event of default as described in Article IX. "Government Obligations" means () obligations of the United States and ofi its agencies and instrumentalities, (ii) obligations fully insured or guaranteed by the United States government or United States government agency, (iii) obligations of any corporation of the United States government (including any obligations described in (1), (ii) or (iii) issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or (v)tax-exempt municipal obligations that have been defeased with obligations described in (i), (ii) or (iii), which obligations, in any case, are rated in the highest rating category by Moody's  Georgia, and any successor thereto. regulations thereunder.  Investors Service, Inc. and S&P Global Ratings Inc.  "Holder" or Bondholder" or "bondholder" or "registered owner" or "owner" means the registered owner of the Series 2024 Bond, any Additional Bond or any bond issued in substitution or exchange therefor, and with respect to the Series 2024 Bond shall initially mean the  Purchaser.  "Interest Payment Date" means () with respect to the Series 2024 Bond, each April 1 and October 1, commencing October 1, 2024, and (ii) with respect to any Additional Bonds, the interest payment date specified in the supplemental resolution authorizing such Additional Bonds. Intergovernmental Contract" means the Intergovernmental Contract, to be dated as of the first day of the month in which the Series 2024 Bond is issued and delivered, between the Agency and the City with respect to the Series 2024 Bond, as the same may be amended from time tot time, including inc connection with the issuance of Additional Bonds, ai form of which is attached  hereto as Exhibit C.  "Outstanding" means Bonds which have been issued pursuant to this Resolution, except:  (a) Bonds canceled because of payment; and  (b) Bonds for the payment of which funds shall have been theretofore deposited with the Paying Agent (whether upon or prior to the maturity ofany such Bonds). "Paying Agent" means, initially, the Finance Director of the City of Hampton, Georgia, or any other officer ofthe Cityappointed by the Agency to serve, in accordance with thej provisions ofthis Resolution and any supplemental resolution, as paying agent for the Bonds. extent the same are at the time legal for investment of Agency funds:  "Permitted Investments" means and includes any ofthe following securities ifand to the  (a) the local government investment pool created in Chapter 83 ofTitle 36 of  the Official Code of Georgia Annotated, as amended;  7    (b) bonds or obligations oft the State ofGeorgia, or of other counties, municipal (c) bonds or other obligations oft the United States or ofsubsidiary corporations ofthe United States government which are fully guaranteed by such government; (d) obligations of and obligations guaranteed by agencies or instrumentalities of the United States government, including those issued by the Federal Land Bank, the Federal Home Loan Bank, the Federal Intermediate Credit Bank, Bank for Cooperatives and any other such agency or instrumentality now or hereafter in existence; provided, however, that all such obligations shall have a current credit rating from a nationally recognized rating service ofa at least one oft the three highest rating categoriesa available and  corporations, and political subdivisions oft the State of Georgia;  have a nationally recognized market;  (e) bonds or other obligations issued by any public housing agency or municipal corporation in the United States, which such bonds or obligations are fully secured as to the payment ofboth principal and interest by a pledge of annual contributions under an annual contributions contract or contracts with the United States government, or project notes issued by any public housing agency, urban renewal agency, or municipal corporation in the United States which are fully secured as to payment of both principal and interest by a requisition, loan, or payment agreement with the United States  government;  (f) certificates of deposit of national or state banks located within the State of Georgia which have deposits insured by the Federal Deposit Insurance Corporation and certificates of deposit of federal savings and loan associations and state building and loan ors savings and loan associations located within the State of Georgia which have deposits insured by the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation or the Georgia Credit Union Deposit Insurance Corporation, including the certificates of deposit of any bank, savings and loan association, or building and loan association acting as depository, custodian, or trustee for any oft the proceeds ofthel Bonds. The portion of such certificates of deposit in excess oft the amount insured by the Federal Deposit Insurance Corporation, the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation or the Georgia Credit Union Deposit Insurance Corporation, ifany, shall be secured by deposit, with the Federal Reserve Bank of Atlanta, Georgia, or with any national or state bank or federal savings and loan association or state building and loan or savings and loan association located within the State of Georgia or other states or with at trust office located within the State of Georgia, of one or more oft the following securities in an aggregate principal amount equal at least to the amount of such excess: direct and general obligations of the State of Georgia or other states or of any county or municipal corporation in the State of Georgia, obligations of the United States or subsidiary corporations referred to in paragraph (c) above, obligations of the agencies and instrumentalities of the United States government referred to in paragraph (d) above, orb bonds, obligations, or project notes of public housing agencies, urban renewal agencies,  or municipalities referred to inj paragraph (e) above;  8    (g) securities of or other interests in any no-load, open-end management type investment company ori investment trust registered under the Investment Company Act of 1940, as from time to time amended, or any common trust fund maintained by any bank or trust company which holds such proceeds as trustee or by an affiliate thereof so long as:  (i) the portfolio of such investment company or investment trust or common trust fund is limited to the obligations referred to inj paragraphs (c) and (d) above and repurchase agreements fully collateralized by any such obligations; (ii) such investment company ori investment trust or common trust fund takes delivery ofs such collateral either directly or through an authorized custodian; (iii) such investment company or investment trust or common trust fund isn managed sO as to maintain its shares at a constant net asset value; and (iv) securities of or other interests in such investment company or investment trust or common trust fund are purchased and redeemed only through the use of national or state banks having corporate trust powers and located within (h) interest-bearing time deposits, repurchase agreements, reverse repurchase agreements, rate guarantee agreements, or other similar banking arrangements with a bank or trust company having capital and surplus aggregating at least $50 million or with any government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York having capital aggregating at least $50 million or with any corporation which is subject to registration with the Board of Governors of the Federal Reserve System pursuant to the requirements oft the Bank Holding Company Act of 1956, provided that each such interest-bearing time deposit, repurchase agreement, reverse repurchase agreement, rate guarantee agreement or other similar banking arrangement shall permit the moneys so placed to be available for use at the time provided  the State ofGeorgia; and  with respect to the investment or reinvestment of such moneys; and  (i) any other investments authorized by the laws of the State of Georgia from "Person" means any natural person, firm, association, corporation, limited liability company, partnership, joint stock company, joint venture, trust, unincorporated organization or firm, ora government or any agency or political subdivision thereof or other public body.  time to time.  "Pledged Revenues" means the revenues pledged as security for the Bonds, as described  in Section 205 of this Resolution.  "Project" means the meaning assigned to such term in the recitals hereto.  "Project Account" means each account within the Project Fund created under Section 501  ofthis Resolution.  9    Project Fund" means the Urban Redevelopment Agency ofthe City ofHampton Project Fund 2024 created in Section 501 ofthis Resolution, andi includes the Series 2024 Project Account  and each Project Account created hereafter.  "Project Fund Depository" means the financial institution, initially Ameris Bank, at the time serving as Project Fund depository pursuant to Sections 501 and 701 of this Resolution; provided, however, the Project Fund Depository shall at all times be a commercial bank. "Purchaser" means, () with respect to the Series 2024 Bond, Webster Bank, National Association, the initial purchaser of the Series 2024 Bond, its successors and assigns and (ii) with respect to any Additional Bonds, the entity specified ina at resolution: supplementing this Resolution. "Record Date" means (i) with respect to the Series 2024 Bond, the 15th day ofthe calendar month next preceding each Interest Payment Date and (ii) with respect to any Additional Bonds, the record date specified in the supplemental resolution authorizing such Additional Bonds.  "Resolution" means this Bond Resolution, including any amendments or supplements "Series 2024 Bond" means the Urban Redevelopment Agency of the City of Hampton Revenue Bond (Downtown Redevelopment and Public Infrastructure Project), Taxable Series 2024, in the original principal amount of $3,100,000, authorized to be issued pursuant to Article  hereto.  Ilofthis Resolution.  "Series 2024 Project Account" means the account within the Project Fund created by Section 501 of this Resolution to hold proceeds of the Series 2024 Bond to be used toj pay all ora  portion of the costs of the Project  "Sinking Fund" means the Urban Redevelopment Agency ofthe City ofH Hampton Sinking "Sinking Fund Custodian" means the financial institution, initially Ameris Bank, at the time serving as sinking fund custodian pursuant to Sections 602 and 701 of this Resolution; provided that the Sinking Fund Custodian shall at all times be a commercial bank.  Fund 2024 created in Section 602 ofthis Resolution.  "Sinking Fund Investments" means (i) Government Obligations and forward purchase agreements and repurchase agreements with respect thereto, (ii) demand deposits or certificates of deposit of banks which have deposits insured by the Federal Deposit Insurance Corporation; provided, however, that the portion ofs such certificates of deposit in excess oft the amount insured by the Federal Deposit Insurance Corporation must be secured by direct obligations ofthe State of Georgia or the United States which are of a par value equal to that portion of such certificates of deposit which would be uninsured, and (iii) the local government investment pool established by  Section 36-83-8 oft the Official Code of Georgia Annotated.  "Sinking Fund Year" means the period commencing on April 2 of each year and  extending through April 1 in the next year. "State" means the State of Georgia.  10    "Unassigned Rights" means all ofthe rights ofthe Agency to receive reimbursements and payments pursuant to Sections 5.03(b), 6.02, and 8.04 of the Intergovernmental Contract, and to be held harmless and indemnified pursuant to Section 6.02 oft the Intergovernmental Contract.  Section 102. Rules of Construction.  Words oft the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words "certificate," "owner," "holder," and "person" shall include the plural, as well as the singular, number. The terms "herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Resolution and not solely to the particular portion hereof in  which any such term is used.  The titles preceding each Section hereofare for convenience of reference only and are not intended to define, limit or describe the scope or intent of any provisions of this Resolution. Reference herein to an Article number or to a Section number should be construed to be in reference to the designated Article number or Section number hereof unless the context or use  clearly indicates another or different meaning or intent.  Any terms defined in the Intergovermmental Contract and not defined herein are hereby  incorporated herein by reference as iffully set forth in this Article.  Section 103. Findings.  The financing of the Project by the issuance oft the Series 2024 Bond and any Additional Bonds is hereby found and declared to be within the public purposes intended to be served by the Agency and authorized under the Act. The Project is located within the City, and all the resolutions, findings, and authorizations required by the Act have been made by the City.  11    ARTICLEII  AUTHORIZATION, FORM AND REGISTRATION OF SERIES 2024 BOND Section 201. Authorization and Terms of the Series 2024 Bond.  (a) Under the authority of the Act, there is authorized to be issued a revenue bond as a single instrument to be designated "Urban Redevelopment Agency of the City ofHampton Revenue Bond (Downtown Redevelopment and Public Infrastructure Project), Taxable Series 2024," in the original principal amount of $3,100,000. The proceeds oft the Series 2024 Bond will be used for the purpose of (i) designing, acquiring, constructing, installing, and equipping the Project and (ii) paying the costs of issuing the Series 2024  Bond.  (b) The Series 2024 Bond (i) shall be dated its date of original issue and delivery, (ii) shall mature on April 1, 2030, subject to scheduled principal prepayment as provided in Section 302 hereof, (ii) shall be issued as a single fully registered term bond, without coupons, numbered R-1, and (iv) shall bear interest at a fixed taxable rate of 5.630% per annum (calculated based on a 360-day year comprised of twelve 30-day months). Interest on the Series 2024 Bond shall be paid on each Interest Payment Date, commencing October 1, 2024. Notwithstanding the forgoing, the Series 2024 Bond shall bear interest at the default rate (ifa any such rate has been specified) upon the occurrence Section 202. Payment of Principal and Interest; Execution ofthe Bonds.  and continuation of an Event ofl Default.  (a) The payment of principal of, premium (if any), and interest on the Bonds shall be made by check or draft and mailed, by first class mail on the Interest Payment Date to the registered owner as shown on the bond registration book kept by the Bond Registrar at the close of business on the Record Date, notwithstanding any registration oft transfer or exchange subsequent to such Record Date and prior to such Interest Payment Date. Notwithstanding the foregoing, interest on the Bonds shall be paid to the registered owner by wire transfer to such registered owner if written instructions are given to the Paying Agent prior to the 15th day preceding the Interest Payment Date, and interest shall continue to be sO paid until such wire instructions are revoked in writing. Both the principal of and interest on the Bonds shall be payable in lawful money of the United States of America. (b) The Bonds shall not be valid unless a certificate of authentication printed ono or attached to the Bonds shall have been executed by the manual signature of the Bond  Registrar.  (c) The Bonds shall be signed by the manual signature of the Chairperson or Vice Chairperson oft the Agency, and the corporate seal of the Agency shall be affixed to or printed on the Bonds and attested by the manual or facsimile signature of the Secretary of the Agency. In case any officer whose signature shall appear on the Bonds shall cease to bes such officer aftert the execution but before delivery oft the Bonds, suchs signatures shall  12    nevertheless be valid and sufficient for all purposes the same as if such officer  had remained in office until such delivery.  (d) The Bonds shall not be valid or entitled to any benefit or security under this Resolution unless and until there is endorsed thereon a certificate of authentication and registration substantially in the form contained in the form of the Bonds attached as Exhibit D hereto, duly executed by the manual signature of an authorized officer of the Bond Registrar and such certificate upon the Bonds when duly executed shall be conclusive evidence that the Bonds has been duly authenticated, registered and delivered. Itshall not be necessary that the same authorized signatory of the Bond Registrar sign the certificate of authentication and registration on any new Bonds that may be issued in exchange or substitution hereunder. The person in whose name the Bonds shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and the payment of the principal amount, interest and premium, if any, shall be made only to or upon the order of the registered owner thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bonds, including redemption premium, ifany, and the interest thereon to the extent oft the sums sO paid. (e) A duly executed validation certificate oft the Clerk of the Superior Court of Henry County, Georgia signed with the manual signature of such Clerk, will be endorsed on the  Series 2024 Bond and will be essential to its validity.  Section 203. Registration of Series 2024 Bond; Transfer.  The Bond Registrar shall keep the bond registration book ofthe Agency for the registration of the Series 2024 Bond and for the registration of transfers of the Series 2024 Bond as herein provided. The transfer ofthe Series 2024 Bond shall be registered upon the bond registration book upon the surrender and presentation of the Series 2024 Bond to the Bond Registrar duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or attorney duly authorized in writing in such form as shall be satisfactory to the Bond Registrar. Upon any such registration oftransfer, the Bond Registrar shall authenticate and deliver in exchange for the Series 2024 Bond sO surrendered, a new Series 2024 Bond registered in the name ofthe transferee and in a principal amount equal to the principal amount ofthe Series 2024 Bond sO surrendered. The Bond Registrar may make a charge for every exchange or registration oft transfer of the Series 2024 Bond sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such registration oftransfer, but no other charge shall be made to the owner fort the privilege of registering the transfer of the Series 2024 Bond under this Resolution. The registered owner of the Series 2024 Bond shall be treated as the owner of the Series 2024 Bond for all purposes regardless of any actual knowledge to the contrary. If the Series 2024 Bond is surrendered in any such registration of transfer, the Series 2024 Bond shall be canceled by the Bond Registrar and a record thereofduly entered in the permanent records pertaining to the Series 2024 Bond maintained by the Bond Registrar. Notwithstanding the foregoing, the Series 2024 Bond may only bet transferredi to: ()anaffiliate ofthel Purchaser; (ii) a "Bank"as defined in Section 3(a)(2) of the Securities Act of 1933 as amended (the "Securities Act"); (ii) an "Accredited Investor" as defined in Regulation D under the Securities Act; or (iv) a "Qualified Institutional Buyer" as defined in Rule 144A under the Securities Act and as otherwise set forth in an  13    investment letter of the Bondholder. Nothing herein shall limit the right of the Purchaser to sell ora assign participation interests therein to one or more entities listed in (), (ii), (iii) or (iv) above.  Section 204. Lost, Destroyed, Mutilated Series 2024 Bond.  Ifthe Series 2024 Bond shall become mutilated, the Bond Registrar ini its discretion and at the expense of the owner of such Series 2024 Bond shall authenticate and deliver a new Series 2024 Bond oflike tenor registered in the name ofthe owner in exchange and substitution for such mutilated Series 2024 Bond. Ifthe Series 2024 Bond shall become lost, destroyed or wrongfully taken, evidence of such loss, destruction or wrongful taking within a reasonable time thereafter may be submitted to the Agency and if such evidence shall be satisfactory and indemnity ofa character and in an amount satisfactory to the Agency shall be given, then the Agency shall at the expense oft the owner cause ai new Series 2024 Bond and ofl like tenor registered in the name oft the owner to be authenticated by the Bond Registrar and delivered to the registered owner; provided, however, ifthe ownerofsuch destroyed, lost or wrongfully taken Series 2024 Bond has a minimum net worth of $25,000,000, such owner's own unsecured agreement ofi indemnity shall be deemed  to be satisfactory, and no further indemnity need be given. Section 205. Security; Limited Obligation.  In order to secure the payment of the principal of, the prepayment and redemption premium, ifany, and thei interest on, alll Bonds issued under this Resolution according to theirtenor and effect, and the performance and observance of each and every one of the covenants and conditions herein and ini the Bonds contained, the Agency has pledged, assigned and set over, and by these presents does pledge, assign and set over, all to the extent and upon the conditions herein  set forth, unto the Bondholders and their successors and assigns forever:  (a) all right, title and interest of the Agency in, to and under the Intergovemnmenta. Contract and all revenues to be received by the Agency therefrom  (excluding the Unassigned Rights);  (b) all amounts held in the Sinking Fund and the Project Fund; and (c) any and all other property of every kind and nature from time to time which heretofore or hereafter is by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or transferred, as and for additional security hereunder, by the Agency orb by any other person, firm or corporation with the consent oft the Agency. The Bonds, together with interest thereon, shall be a limited and not a general obligation of the Agency giving rise to no pecuniary liability of the Agency, shall bej payable solely from the revenues and receipts derived by the Sinking Fund and the Agency under the Intergovernmental Contract, and shall be a valid claim of the respective owners thereof only against such fund and the revenues and receipts from the Intergovernmental Contract which have been pledged to such fund, which revenues and receipts arel hereby again specifically pledged and assigned fort the equal and ratable payment oft the Bonds and shall be used for no other purpose than to pay the principal of, premium, ifany, and interest on the Bonds, except as may be otherwise expressly authorized in this Resolution. The Bonds and the interest thereon shall not constitute a general or moral obligation of the Agency nor a debt, indebtedness, or obligation of, or a pledge of the faith and  14    credit of the City, the State, or any other political subdivision within the meaning of any constitutional or statutory provision whatsoever. Neither the faith and credit nor the taxing power oft the City, the State of Georgia, or any political subdivision thereofi is pledged to the payment of the principal of, premium, ifany, or interest on the Bonds. The Agency has no taxing power. No holder ofany Bonds or receiver or trustee in connection therewith shall have the right to enforce payment thereof against any property of the State or any municipality or political subdivision thereof, including the City, against any property of the Agency (other than the funds specifically pledged therefor pursuant to this Bond Resolution), nor shall the Bonds constitute a charge, lien or encumbrance, legal or equitable, upon any such property. No recourse shall bel had for the payment ofthe principal of, premium (ifany), or interest on the Bonds against any officer, commissioner, director, employee, agent or member of the Agency. The Agency has no taxing  power.  The lien created on the moneys and securities in the Sinking Fund and the Project Fund, moneys payable to the Agency under the Intergovernmental Contract and any other moneys or funds pledged therefor to secure the Bonds shall be prior and superior to any lien that may be hereafter created to secure any obligations having as their security a lien on such moneys, and the  Bonds shall enjoy a first lien on all ofthe moneys described above. Section 206. Cancellation of Series 2024 Bond.  Ifthe Series 2024 Bond is paid or prepaid in full, either at or before maturity, it shall be delivered to the Bond Registrar when such payment or prepayment is made, and the Series 2024 Bond shall thereupon be cancelled and shall not be reissued. If the Series 2024 Bond is SO cancelled, it shall be destroyed in accordance with the prevailing practice of the Bond Registrar and a permanent record of such destruction shall be kept by the Bond Registrar.  Section 207. Form of the Series 2024 Bond.  The Series 2024 Bond, the form of assignment, the form of authentication certificate and the certificate of validation shall bei in substantially in the form set forthi in Exhibit D hereto, with such variations, omissions and insertions as are required or permitted by this Resolution.  15    ARTICLEIII  REDEMPTION OF THE SERIES 2024 BOND  Section 301. Optional Prepayment of Series 2024 Bond.  At the election of the Agency, the principal of the Series 2024 Bond may be prepaid in whole or in part, on April 1, 2027, and any Business Day thereafter, at a price of 100% of the principal amount to be prepaid, plus accrued interest to the prepayment date. In each instance, the Agency will provide thirty (30) Business Days prior written notice ofsuch prepayment. Any partial prepayment must be in a minimum principal amount of $1,000,000, may be made no more than once per year and shall be credited against the mandatory prepayments below in inverse order  thereof.  Section 302. Scheduled Principal Prepayment of the Series 2024 Bond. The Series 2024 Bond is subject to scheduled principal prepayment on April 1 oft the years and in the amounts in the table set forth below and at a prepayment price equal to the principal amount thereof. No notice of scheduled principal prepayment is required to be given by the  Agency or the Bond Registrar to the holder oft the Series 2024 Bond.  Year 2025 2026 2027 2028 2029 2030  Amount $110,000 95,000 100,000 105,000 110,000 2,580,000 (final maturity)  The scheduled principal prepayments withi respect to the Series 2024 Bond shall ber reduced by the principal amount ofany optional prepayment ofs such Series 2024 Bond pursuant to Section 301 hereofinreverse order ofp payment (ori ins such other manner as the Agency and any Bondholder may agree). Unless requested by the Bondholder, the Bond Registrar shall not require the presentation of the Series 2024 Bond, nor the delivery of a new Series 2024 Bond as a result ofa scheduled principal prepayment, and the resultant reduction in the outstanding principal amount  ofthe Series 2024 Bond.  Section 303. Notice ofl Prepayment.  Unless waived by the Bondholder, official notice of any optional prepayment of the Series 2024 Bond shall be given by the Bond Registrar on behalf oft the Agency by mailing a copy ofan official redemption notice by first class mail, postage prepaid, at least thirty (30) Business Days prior to the date fixed for prepayment to the registered owner of the Series 2024 Bond to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Bond Registrar. Webster Bank, National Association can accept this notice by email sO long as Webster Bank, National Association confirms receipt by  email response.  16    Section 304. Agency or Bond Registrar May Give Notice of] Prepayment. Notice of prepayment oft the Series 2024 Bond shalll be given by the Agency or by the Bond Registrar for and on behalf oft the Agency whenever either (i) such prepayment is required to be made under the proceedings authorizing the issuance and sale of such Series 2024 Bond or (ii) whenever such prepayment is permitted to be made under the terms oft the Series 2024 Bond and  the Agency requests that such prepayment be made. Section 305. Effect of Notice of Prepayment.  Official notice having been given in the manner and under the conditions provided in Section 303, and moneys for payment oft the prepayment price being held by the Paying Agent as provided in this Resolution, the Series 2024 Bond sO called for prepayment shall, on the prepayment date designated in such notice, become and be due and payable at the prepayment price provided for prepayment of the Series 2024 Bond on such date, and interest on the Series 2024 Bond SO called for prepayment shall cease to accrue, the Series 2024 Bond shall cease to be entitled to any lien, benefit, or security under this Resolution, and the owner of the Series 2024 Bond shall have no rights in respect thereof except to receive payment of the prepayment price  thereof.  Section 306. Effect of Additional Bonds.  In the event Additional Bonds are hereafter issued by the Agency, the Agency covenants and agrees that it will not optionally prepay the Series 2024 Bond, or optionally redeem or prepay any such Additional Bonds, from moneys in the Sinking Fund unless and until the Sinking Fund is at its proper balance. It is expressly understood and agreed that should the Agency hereafter elect toi issue any Additional Bonds, as herein authorized, it shalll have the right toj prepay or redeem the Bonds of any such future issue or issues before it prepays the Series 2024 Bond, or it may prepay the Series 2024 Bond before it prepays or redeems the Bonds of any such future issue or issues, or it may prepay some oft the Series 2024 Bond and prepay or redeem some of the Bonds  ofany such future issue or issues at the same time.  17    ARTICLE IV  APPLICATION OF SERIES 2024 BOND PROCEEDS  Section 401. Application of Series 2024 Bond Proceeds.  The proceeds from the sale oft the Series 2024 Bond shall be deposited into the Series 2024 Project Account oft the Project Fund to pay the costs ofa acquiring, constructing and installing the  Project and the costs ofi issuing the Series 2024 Bond.  Notwithstanding the foregoing, ift the Chairperson or Vice Chairperson oft the Agency shall determine that a different application off funds ist required to carry out the intent ofthis Resolution, the different application of funds may be provided for in a supplemental resolution or the Chairperson may provide for such different application of funds in the authentication order to be  delivered at the time ofissuance oft the Series 2024 Bond.  18    ARTICLEV  PROJECT FUND; ACQUISITION AND CONSTRUCTION OF PROJECT  Section 501. Creation of Project Fund.  There is hereby created a special trust fund to be designated the "Urban Redevelopment Agency oft the City ofHampton Project Fund 2024" (the "Project Fund") to be maintained by the Project Fund Depository. Within the Project Fund there shall be held the "Series 2024 Project Account." Upon the issuance oft the Series 2024 Bond, there shall be deposited into the Series 2024 Project Account the moneys specified in Section 401. As to any issue of Additional Bonds providing moneys to fund the Project, the Project Fund Custodian shalle establishas separate account forthe Project Fund, each ofwhich shall be designated as "Series [YEAR] Project Account" (each,  a"Project Account").  All moneys deposited into the Project Fund shall be held in trust by the Project Fund Depository separate and apart from all other funds of the Agency and withdrawn only in accordance with the provisions and restrictions set forth in this Article. The Agency and the Project Fund Depository will not cause or permit tol be paid from the Project Fund any sums except ina accordance herewith; provided, however, that any moneys in the Project Fund not needed at the time for the payment of current obligations during the course of the acquisition, construction and installation of a Project with respect to which such moneys were deposited, may, upon direction ofthe City in writing or by telephone and confirmed in writing, be invested and reinvested by the Project Fund Depository in Permitted Investments and shall be held by the Project Fund Depository for the account of the Project Fund until maturity or until sold, provided that no such investment shall be made useless the same shall mature or be subject to redemption at the Project Fund Depository's option on or before the date or dates on which the moneys SO invested will be required tol be used: for construction purposes. Atmaturity or upon such sale, the proceeds received therefrom, including accrued interest and premium (ifany) shall be immediately deposited by the Project Fund Depository in the Project Fund and shall be disposed ofi in the manner and for the  purposes hereinafter provided or permitted.  Section 502. Authorized Project Fund Disbursements.  Withdrawals from the Project Fund (and any Project Account therein) may be made for the purpose of paying (including the reimbursing of the Agency or the City for advances from their other funds to accomplish the purposes hereinafter described) the cost oft the Project, including the purchase ofs such property and equipment as may be useful in connection therewith, provided that such withdrawal will not violate the Act. Without intending thereby to limit or to restrict or to extend any proper definition of such cost contained in the Act, as it has been amended and as it  may hereafter be amended, the cost ofthe Project shall include:  (a) payment of (i) the cost of the preparation of plans and specifications (including any preliminary study or planning oft the Project or any aspect thereof), (ii) the cost of acquisition, construction, equipping and installation of the Project and all construction, acquisition, equipping and installation expenses required to provide utility services or other facilities and all real or personal properties deemed necessary in  19    connection with the Project (including development, architectural, engineering, and supervisory services with respect to any of the foregoing) and (iii) any other costs and  expenses relating to the Project;  (b) payment of the purchase price of any component of the Project, including all costs incident thereto, payment for labor, services, materials, and supplies used or furnished in site improvement and in the construction of the Project, including all costs incident thereto, payment for the cost of the construction, acquisition, installation, equipping of utility services or other facilities, payment for all real and personal property deemed necessary in connection with the Project, payment of consulting and development fees, and payment for the miscellaneous expenses incidental to any oft the foregoing items  including the premium on any surety bond;  (c) payment of the costs of issuing the Series 2024 Bond or any Additional (d) payment of expenses incurred in seeking to enforce any remedy against any contractor or subcontractor or their surety in respect of any default under a contract relating  Bonds;  to the Project;  (e) payment of the fees or out-of-pocket expenses oft the City or the Agency, if any, relating to the Project, including, but not limited to, architectural, engineering, and  supervisory services with respect to the Project; legal, accounting, and supervisory services;  (f) payment of the fees, or out-of-pocket expenses, if any, of those providing services with respect tot the Project, including, but not limited to, architectural, engineering,  (g) payment to the City or the Agency of such amounts, if any, as shall be necessary to reimburse the City or the Agency in full for all advances and payments made by either ofthem for any oft the items set forth in clauses (a) through (e) above; and (h) payment ofa any other costs and expenses (including administrative fees and expenses oft the. Agency) relating to the Project permitted to be paid by the Agency under Upon completion oft the Project and after payment ofa all expenses with respect thereto, all moneys credited to a Project Account of the Project Fund shall be credited to the Sinking Fund and used to pay principal on the Bonds. Prior to such application, the Agency shall receive an opinion of counsel of recognized expertise in matters pertaining to municipal bonds to the effect  the. Act.  that such application will not violate the Act. Section 503. Requisition Procedure.  (a) Except as specifically provided herein, all payments from the Project Fund shall be made by wire transfer or checks signed by the Project Fund Depository or an Authorized City Representative upon receipt by the Project Fund Depository of a requisition and certification in substantially the form of Exhibit E attached hereto for such  20    payment signed by an Authorized City Representative and an Authorized Agency Representative, and, with respect to the Series 2024 Bond, a copy provided to the Bondholder. The Project Fund Depository shall retain a record ofall such requisitions. (b) In the event the Project Fund Depository shall receive a written direction from the City to transfer moneys in the Project Fund to the Sinking Fund, the Project Fund Depository is authorized to make such transfer without the necessity ofreceiving any other  requisition or certificate hereunder. Section 504. Completion ofthe Project.  When the acquisition, construction and installation oft the Project has been completed, said fact shall be evidenced by a certificate signed by an Authorized City Representative and Authorized Agency Representative as provided in Section 4.06 ofthe Intergovernmental Contract, with a copy ofsuch certificate provided to the Bondholder oft the Series 2024 Bond. Should there be any balance ini the Project Fund, such balance shall be applied as provided in Section 502.  Section 505. Transfer Upon Event of Default.  Upon the occurrence ofa anl Event ofDefault, no further moneys shall be disbursed from the Project Fund, except that all moneysi in thel Project Fund shall be transferred, as soon: as practicable,  to the Sinking Fund and used to pay principal oft the Bonds.  21    ARTICLE VI  SINKING FUND AND ADDITIONAL BONDS  Section 601. Source of Payment of] Bond.  The Bonds, together with the interest thereon, and all payments required of the Agency hereunderisi not and shall never become general or moral obligations ofthe Agency but are: special,  limited obligations payable solely and only from the Pledged Revenues.  The payments provided for pursuant to Section 5.03(a) of the Intergovernmenta. Contract are to be paid directly to the Sinking Fund for the account of the Agency. Payments under the Intergovernmental Contract are required to be sufficient in amount to pay the principal of, prepayment and redemption premium, ifany, and interest on, the Bonds, and the entire amount of revenues and receipts from the Intergovernmental Contract are pledged to the payment of the principal of, prepayment and redemption premium, ifany, and interest on the Bonds. The Agency hereby covenants and agrees that it will not create any lien or security interest upon said revenues,  except the lien created herein.  Section 602. Sinking Fund.  (a) There is hereby created a special trust fund to be designated as the "Urban Redevelopment Agency ofthe City of Hampton Sinking Fund 2024" to be maintained by the Sinking Fund Custodian. The Agency shall continue to maintain or cause to be maintained the Sinking Fund separate and apart from its other funds sO long as the Bonds  remains Outstanding.  (b) There shall be deposited into the Sinking Fund, as and when received, the payments specified in Section 5.03(a) of the Intergovernmental Contract, and all other moneys received by the Sinking Fund Custodian under and pursuant to any of the provisions of the Intergovernmental Contract, if any, when accompanied by written directions from the Agency or the City that such moneys are to be paid into the Sinking  Fund.  The Agency hereby covenants and agrees that, so long as any portion oft the Bonds  issued hereunder is Outstanding, it will deposit, or cause tol be deposited, promptly into the Sinking Fund sufficient sums from payments received pursuant to the Intergovernmental Contract, ifany, to pay the principal of, premium, ifa any, or interest on, the Bonds as and when the same become due and payable. Nothing herein shall be construed as requiring the Agency to use or to provide any funds or revenues from any source other than the sources herein provided.  (c) Moneys in the Sinking Fund shall be used solely as a fund for the payment ofthe principal of, premium, ifany, and interest, on the Bonds, and, as hereafter described for the prepayment or redemption oft the Bonds at or prior to maturity. Except as provided in ar resolution supplemental hereto, no part of payments in the Sinking Fund shall be used to prepay or redeem, prior to maturity, a part of the Bonds Outstanding; provided, that whenever the amount in the Sinking Fund from any source whatsoever is sufficient to prepay or redeem all oft the Bonds Outstanding hereunder, to pay interest to accrue thereon  22    tos such prepayment or redemption date, and to pay all costs and expenses accrued and to accrue to such prepayment or redemption date, the Agency, at the direction of the City, covenants and agrees to take, and cause tol bet taken, the necessary stepst toj prepay or redeem all ofsaid Bond on the next succeeding prepayment date or redemption date for which the required redemption notice may be given; and, provided further that any moneys in the Sinking Fund, other than payments received pursuant to the Intergovermental Contract, may be used to prepay or redeem a part of the Bonds Outstanding on the next succeeding prepayment date or redemption date for which the required notice of prepayment or redemption may be given to the extent said moneys are in excess oft the amount required for payment of Bond theretofore matured, prepaid or called for redemption and past due interest in all cases where such Bond have not been presented for payment. Section 603. Repayment to the City from the Sinking Fund.  Any amounts remaining in the Sinking Fund after payment in full of all Bonds (taking into consideration that sufficient monies or obligations such as are described in Section 1001 hereof must be retained in the Sinking Fund to pay all principal ofand interest then due and payable with respect to each Bond not yet presented for payment and to pay all principal and interest relating to each Bond which is not yet due and payable but with respect to which the lien of this Resolution has been defeased upon compliance with Article X hereof), and after payment of all of the fees, charges, and expenses oft the Paying Agent, Bond Registrar, the Sinking Fund Custodian and the Project Fund Depository which have accrued and which will accrue and all otheri items required to bej paid hereunder, ifany, shall be paid tot the City upon the expiration or sooner termination oft the term of the Intergovernmental Contract as provided in the Intergovernmental Contract.  Section 604. Transfers from the Sinking Fund.  The Agency covenants and agrees that all transfers from the Sinking Fund, and all payments from said fund into another fund, or to other sources shall be made by checks signed by the Sinking Fund Custodian or by bank wire, as directed by the Agency or by the City, as  appropriate.  Section 605. Investments of Sinking Fund Moneys.  Moneys on deposit in the Sinking Fund shall be invested in Sinking Fund Investments as directed by the City in writing or by telephone confirmed in writing. Any such securities SO purchased shall be held by the Sinking Fund Custodian in trust until paid at maturity or sold, and all income therefrom shall be immediately deposited to the credit of the fund from which the moneys to make such investment were derived. Alli investments in the Sinking Fund shall mature not later than the date on which such moneys will be needed to pay the principal ofa and interest on  the Bonds.  Section 606. Lien on Funds.  Pursuant to Section 205 hereof, the Agency hereby pledges to owners oft the Bonds all the moneys and securities held in the Project Fund and the Sinking Fund. Said moneys and securities shall immediately be subject to the lien of this pledge without any physical delivery thereof or further act, and the lien of this pledge shall be valid and binding against the Agency, and against  23    all parties having claims ofany kind against the Agency, whether such claims shall have arisen in contract, tort or otherwise and irrespective of whether or not such parties have notice thereof.  Section 607. Additional Bonds.  (a) By a resolution or resolutions supplemental to this Resolution and in accordance with the provisions of this Resolution, upon prior written notice to the Bondholder of the Series 2024 Bond, the Agency may from time to time provide for the issuance of Additional Bonds for the purpose of refunding any Bonds issued under this Resolution and financing the cost of completing the acquisition, construction, installation,  improving and equipping of the Project.  (b) Such Additional Bonds shall be in fully registered form and have such identifying designation, shall be dated such date, shall mature at such time or times, shall bear interest at such rate or rates, shall be subject to redemption prior to maturity at such times and prices, and shall contain such other provisions not inconsistent with this Resolution as the resolution oft the Agency providing for the issuance thereof shall fix and  determine.  (c) The Agency may issue Additional Bonds for the purposes specified above  provided that all oft the following conditions are met:  (I) A certificate executed by an Authorized City Representative ()approving the terms, conditions, manner of issuance, purchase price, delivery and contemplated disposition oft the proceeds ofthe sale of such Additional Bonds, and (ir) certifying that no Event ofDefault has occurred and is continuing undert the Intergovernmental Contract or, to the best of such person's knowledge, this  Resolution;  (2) A copy, duly certified by the Secretary of the Agency, of the resolution adopted by the Agency authorizing the issuance of such Additional Bonds and the execution and delivery oft the supplemental resolution providing for the terms and conditions under which such Additional Bonds shall be issued, together with an executed counterpart of such supplemental resolution;  (3) An executed counterpart of an amendment ofthe Intergovermental Contract providing for an adjustment in the payments of the City to provide payments sufficient to pay the principal of and interest on such Additional Bonds and providing for the use oft the proceeds oft the sale ofs such Additional Bonds; (4) An opinion of ai firm oft nationally recognized bond attorneys to the effect that (i) the issuance ofs such Additional Bonds has been duly authorized and the terms thereof comply with the requirements ofthis Resolution and the Act; and (ii) such Additional Bonds are valid and binding obligations oft the. Agency entitled  to the benefits ofa and secured by this Resolution; and  (5) A written request, order and authorization to the Bond Registrar on behalf of the Agency and signed by the Chairperson or Vice Chairperson and  24    Secretary of the Agency to authenticate and deliver such Additional Bonds to the purchaser or purchasers therein identified upon payment for the account of the Agency, ofthe sum specified in such request and authorization plus accrued interest (ifany) on such Additional Bonds to the date of delivery thereof. (d) The proceeds of such Additional Bonds shall be deposited with the Paying Agent, the Project Fund Depository or other depository or custodian and held and disbursed all as provided in the supplemental resolution providing fort the issuance ofsuch Additional  Bonds.  (e) Each of such Additional Bonds of whatever series shall rank equally and on ap parity with the Series 2024 Bond and shall be equally and ratably secured under this Resolution with the Series 2024 Bond and all other series of Additional Bonds, if any, without preference, priority or distinction of any of the aforesaid Bonds, or any coupons appertaining thereto, over any other thereof. The Agency shall not incur any indebtedness or issue any bonds or other obligations of any kind (other than the Series 2024 Bond and  any Additional Bonds) secured by a pledge oft the Pledged Revenues.  25    ARTICLE VII  DEPOSITORIES OF MONEYS AND SECURITIES FORI DEPOSIT; DESIGNATION OF PAYING AGENT AND BOND REGISTRAR  Section 701. Depositories and Custodians.  (a) All moneys received by the Agency within the terms hereof shall, subject tot the giving of security as hereinafter provided, be deposited with the proper depository or custodian in the name of the Agency and shall be deposited in banks insured by the Federal Deposit Insurance Corporation, or any successor thereto. All moneys on deposit in the funds created herein shall constitute trust funds to be applied in accordance with the terms and for the purposes as set forth ini this Resolution and shall not be subject to lien or  attachment by any creditor oft the Agency or the City.  (b) No moneys belonging to any of the funds created hereunder shall be deposited or remain on deposit with any depository or custodian in an amount in excess of the amount guaranteed or insured by the Federal Deposit Insurance Corporation or other federal agency, unless such institution shall have pledged for the benefit ofthe Agency and the Bondholders as collateral security for the moneys deposited, direct obligations of or obligations the principal andi interest ofwhich are unconditionally guaranteed by the United States of America, or other marketable securities eligible as security for the deposit oftrust funds under regulations of the Board of Governors of the Federal Reserve System and having a market value (exclusive of accrued interest) at least equal to the amount ofs such  deposits.  (c) Ameris Bank isl hereby designated as Sinking Fund Custodian and as Project Fund Depository. The. Agency may, from time to time, designate as successor custodian or depository of any of the funds created hereunder; provided such custodian or depository complies with all ofthe provisions oft this Article. Int the event any custodian or depository shall resign or fail to perform its duties hereunder, the Agency shall appoint a new  custodian or depository for such fund.  (d) In the event the Sinking Fund Custodian and the Paying Agent are the same bank acting in both capacities, then the Sinking Fund Custodian shall, without any further direction on the part of or any further authorization from the Agency, use, invest and disburse the moneys ini the Sinking Fund as required by this Resolution; except that, if, as provided under Article III of this Resolution or a supplemental resolution with respect to any Additional Bonds, it prepays, redeems or buys any Bonds with moneys in the Sinking Fund, then proper authorization from the Agency and the City shall be furnished for such use and disbursement. Ift the Sinking Fund Custodian and the Paying Agent are not the same bank, the Sinking Fund Custodian shall transfer to the Paying Agent from moneys held in the Sinking Fund, in immediately available funds, moneys in amounts and at or before such times as shall be required to pay the principal of and interest on the Bonds as  and when the same are payable.  26    Section 702. Administrative Fees and Expenses.  The Agency shall pay, or cause the City toj pay, toi the custodians and depositoriesa appointed in accordance with Section 701 ofthis Resolution, and to their successors and assigns, and to the Paying Agent and Bond Registrar and to their respective successors and assigns from time to time, as the same are due and payable their reasonable fees and reasonable expenses for serving under this Resolution. The Agency's obligation to pay such fees and expenses shall be limited to the  moneys it receives pursuant to the Intergovemmental Contract.  Section 703. Appointment of] Paying Agent and Bond Registrar.  (a) The Finance Director ofthe City ofHampton, Georgia is hereby designated as the Paying Agent and Bond Registrar. The Issuer may, from time to time, with the consent ofthe City, designate a successor. Paying Agent or Bond Registrar. Int the event the Paying Agent or the Bond Registrar shall resign or fail to perform its duties hereunder, the Issuer shall appoint a new Paying Agent or Bond Registrar, as appropriate.  (b) Not less than two (2) Business Days prior to any Interest Payment Date, the Paying Agent shall ascertain whether amounts sufficient to make the payment due on such Interest Payment Date are on deposit in the Sinking Fund and, ifs so, shall make appropriate arrangements with the Sinking Fund Custodian and the City for the transfer of such sufficient amount to the Paying Agent in order to effect timely payment oft the Bonds on  such Interest Payment Date in accordance with the terms hereof. Section 704. Employment of Attorneys, Agents, Etc.  The Project Fund Depository, Sinking Fund Custodian and Paying Agent and Bond Registrar may execute any of the powers hereof and perform any of their duties by or through attorneys, agents, receivers or employees, but shall not be answerable for the conduct of the same if appointed with due care, and shall be entitled to advice of counsel concerning their duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the exercise ofpowers hereunder. The Project Fund Depository, Sinking Fund Custodian, Paying Agent and Bond Registrar may act upon the opinion or advice of any attorney (who may bet the attorney or attorneys for the Agency) selected by the Project Fund Depository, Sinking Fund Custodian, Paying Agent, and Bond Registrar int the exercise of reasonable care. The Project Fund Depository, Sinking Fund Custodian, Paying Agent, and Bond Registrar shall not be responsible for any loss or damage resulting from any action or inaction taken or not taken, as the case may be, in good faith int reliance  upon such opinion or advice.  Section 705. Reliance on Documents.  The Project Fund Depository, Sinking Fund Custodian, Paying Agent, and Bond Registrar shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed  or sent by the proper person or persons.  27    Section 706. Evidence of] Facts.  As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Project Fund Depository, Sinking Fund Custodian, Paying Agent, and Bond Registrar shall be entitled to rely upon a certificate signed by an Authorized Agency Representative or an Authorized City Representative as sufficient evidence of the facts therein contained and prior to the occurrence ofan event ofdefault, shall also be at liberty to accept as similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed by it to be necessary or  advisable, but shall ini no case be bound to secure the same.  Section 707. Release ofLiability.  The Agency hereby releases the Project Fund Depository, Sinking Fund Custodian, Paying Agent and Bond Registrar and covenants not to sue any of them for any loss or damage suffered or caused directly or indirectly by the Project Fund Depository, Sinking Fund Custodian, Paving Agent and Bond Registrar or their agents or employees and arising out of or related to the performance oft the duties oft the Project Fund Depository, Sinking Fund Custodian, Paying Agent and Bond Registrar under this Resolution or the Intergovermental Contract; provided, however, that this release and covenant not to sue shall not cover acts of gross negligence or willful  misconduct.  28    ARTICLE VIII  PARTICULAR COVENANTS AND FINDINGS  Section 801. Payment of Bond.  The Agency covenants that it will promptly pay the principal of and interest on each and every Bond at the place, on the dates and in the manner herein, and in the Bonds specified, and any premium required for the redemption oft the Bonds, according to the true intent and meaning thereof. The principal of, interest on, and redemption premium (ifany) on the Bonds are payable solely out of moneys int the Sinking Fund, which shall be sufficient to make all payments required  to be made.  Section 802. Books and Records.  The Agency covenants that it will keep the funds and accounts created hereunder. separate from all other funds and accounts oft the Agency, or any ofi its departments, and oft the revenues collected from the Intergovernmental Contract and the application thereof. Such records and accounts shall be open to the inspection of all interested persons at reasonable times and upon  reasonable request.  Section 803. Reserved.  Section 804. No Diminishment of Lien Granted.  So long as any portion of the Bonds shall be Outstanding, the Agency shall not hereafter create, or cause to be created, any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien hereof and of the Bonds upon the Pledged Revenues. The Agency shall not transfer, convey, or otherwise alienate its ownership interest in the Project, except as provided in the Intergovernmental Contract, except that the Agency may transfer and convey its ownership interest in the Project as a whole if simultaneously with such transfer and conveyance the Agency shall deposit in the Sinking Fund an amount which with other moneys then ins said fund shall be sufficient to pay or redeem (as applicable) all Outstanding Bonds on their respective dates of stated maturity or on the earliest date upon which they could be redeemed in accordance with their terms and also to pay all interest which shall have accrued  thereon on or before such stated maturity date or redemption date.  Nothing herein shall be construed to be a grant to the Bondholders ofas security interest in any properties now owned or hereafter acquired by the Agency (or the revenues therefrom). Bondholders have not been granted a lien on or security interest in the Project.  Section 805. Maintenance of Existence.  The Agency will undertake reasonable efforts to maintain its existence or assure the assumption of its obligations hereunder and under the Intergovemmental Contract by any  corporation or political subdivision succeeding to its powers under the Act.  29    Section 806. Agency will not Cancel Intergovernmental Contract.  The Agency agrees that sO long as any portion of the Bonds shall be Outstanding, it will not consent or agree to any change, amendment, modification or termination of the Intergovernmental Contract except as provided in Sections 1103 and 1104 hereof; that it will promptly, faithfully and satisfactorily perform all of the agreements and obligations made and undertaken by it pursuant to the Intergovernmental Contract and that it will enforce Section 5.03  oft the Intergovernmental Contract in accordance with its terms. Filings Related to Series 2024 Bond for SEC Rule 15c2-12.  Section 807. Information to be provided to Series 2024 Bondholder; City's Notice (a) The Agency shall cause the City to provide the Bondholder ofthe Series 2024 Bond with () its audited financial statements within 270 days of the close ofi its fiscal year and (ii) such other publicly available information that the Bondholder of the Series 2024 Bond reasonably requests. The City may satisfy its obligation to provide the Bondholder of the Series 2024 Bond with audited financial statements by providing such Bondholder a link to an electronic copy of such audited financial statements or by posting the audited financial statements on the Electronic Municipal Market Access ("EMMA") system. In the event that the audited financial statements are not available within 270 days of the close of the City's fiscal year, the City will furnish unaudited financial statements to the Bondholder of the Series 2024 Bond in the manner described int this paragraph, and will then supply the audited financial statements immediately upon the availability thereof. The electronic audited financial statements or link may be sent to the following email address (or such other address as the Registered Holder oft the Series 2024 Bond  supplies to the City in writing): PublicF'inance/QWebsterBank.com.  (b) In connection with the City's compliance with any continuing disclosure undertakings (each, a "Continuing Disclosure Agreement") entered into by the City pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of1934, as amended (the "Rule"), the Purchaser acknowledges that the City may be required to file with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system, or its successor ("EMMA"), notice that the City has incurred obligations hereunder and notice of certain subsequent events reflecting financial difficulties in connection with the Series 2024 Bond. The City agrees that it shall not file or submit, or permit to be filed or submitted, with EMMA any documentation that includes the following unredacted sensitive or confidential information about the Purchaser or its affiliates: address and account information ofthe Purchaser or its affiliate, or e-mail addresses, telephone numbers, fax numbers, names and signatures of officers, employees and signatories ofthe Purchaser or its affiliates, unless otherwise required for compliance with the Rule or otherwise required by law. The City acknowledges that the Purchaser is not responsible for the City's compliance or noncompliance with the Rule or any Continuing Disclosure  Agreement.  Section 808. Amounts Remaining in Funds and Accounts.  Upon the payment in full oft the principal, premium (ifany), and interest on the Bonds, any  money remaining on deposit in any fund created hereunder shall be paid to the City.  30    ARTICLEIX  EVENTS OF DEFAULTS; REMEDIES  Section 901. Events of Default.  An "Event of Default" shall mean the occurrence of any one or more of the following  events:  (a) payment of any installment of principal on the Bonds, either at maturity or (b) payment ofany installment ofinterest on the Bonds shall not be made when (c) an order or decree shall be entered, with the consent or acquiescence oft the Agency, appointing a receiver, or receivers, of the Agency, or any proceedings shall be instituted, with the consent or acquiescence ofthe Agency, for the purpose of effecting a composition between the Agency and its creditors, pursuant to any federal or state statute now or hereafter enacted, or if such order or decree, having been entered without the consent and acquiescence of the Agency, shall not be vacated or discharged or stayed on appeal within sixty (60) days after entry thereof, or if such proceeding, having been instituted without the consent or acquiescence of the Agency, shall not be withdrawn, or any orders entered shall not be vacated, discharged or stayed on appeal within sixty (60) days after the institution ofs such proceedings, or the entry ofs such orders;  otherwise, shall not be made when the same shall become due and payable;  the same become due and payable;  (d) the Agency shall fail to duly and punctually perform any other of the covenants, conditions, agreements or provisions contained in the Bonds or in this Resolution, on the part ofthe Agency to be performed, and such failure shall continue for ap period ofthirty (30) days after written notice, specifying such failure and requiring same to be remedied, shall have been given to the Agency by any Bondholder; or  (e) the Agency shall, for any reason, be rendered incapable of fulfilling its (f) an Event of Default shall occur under the Intergovemmental Contract.  obligations hereunder; or Section 902. Remedies.  Upon the happening and continuance ofany Event of Default, then and in every such case any Bondholder may proceed, subject to the provisions of Section 904, to protect and enforce the rights of the Bondholders hereunder by a suit, action or special proceeding in equity or at law for the specific performance of any covenant or agreement contained herein or in the Intergovernmental Contract or in aid or execution of any power herein granted, or for the enforcement ofany proper legal or equitable remedy as the Bondholders shall deem most effectual top protect and enforce the rights aforesaid, insofar as such may be authorized by law. Acceleration  ofthe Bonds is not a remedy under this Resolution.  31    Section 903. Abandonment of Proceedings.  In case any proceeding taken by any Bondholder on account ofa any Event ofDefault shall have been discontinued or abandoned for any reason, or shall have been determined adversely to such Bondholder, then and in every such case the Agency and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, power and duties of the Bondholders shall continue as though no such proceedings had been taken. Section 904. Limitation of Actions by Bondholders; Equal Benefit.  No one or more owners of the Bonds shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security granted and provided for herein, or to enforce any right hereunder, except in the manner herein provided. All proceedings at law or in equity shall be instituted for the equal benefit of all owners of Outstanding Bonds.  Section 905. Non-Exclusivity of Remedies.  No remedy herein conferred upon thel Bondholders is intended tol be exclusive ofa any other remedy, or remedies, and each and every such remedy shall be cumulative, and shall bei in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, or by  statute.  Section 906. Delays.  No delay or omission ofa any Bondholder to exercise any right or power accruing upon any Event of Default occurring and continuing, as aforesaid, shall impair any Event of Default or be construed as an acquiescence therein and every power and remedy given by this Article to the Bondholders may be exercised from time to time and as often as may be deemed expedient.  32    ARTICLE X DEFEASANCE  Section 1001. Payment and Defeasance.  If(i)t the Agency shall pay or cause to be paid to thel Bondholders the principal of, premium, ifany,and thei interest to become due on the Bonds at thet times andi in the manner stipulated therein and herein, (ii) all fees, charges and expenses oft the Paying Agent, Bond Registrar, depositories and custodians shall have been paid or provision for such payment has been made, and (iii) the Agency shall keep, perform and observe all ofi its agreements in the Bonds and herein expressed as to bel kept, performed. and observed by it or on its part, then these presents and the rights hereby  granted shall cease, determine and be discharged.  The Bonds shall be deemed to be paid within the meaning ofthis Resolution if (i) either (a) sufficient moneys shall havel been irrevocably deposited with the Paying Agent toj pay the same when they become due or (b) there shall have been irrevocably deposited with the Paying Agent moneys or Government Obligations, which, without any reinvestment thereof or of the interest thereon, will produce moneys sufficient to pay the same when they become due (whether upon or prior to the stated maturity of the Bonds), (ii) a report of an independent firm of nationally recognized certified public accountants or such other accountant verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date ("Verification") shall be delivered to the Agency, (ii) the Agency shall execute an escrow deposit agreement ifthe escrow period exceeds 90 days, and (iv) an opinion ofnationally recognized bond counsel shall be delivered to the Agency, the Bondholder of the Series 2024 Bond and the City to the effect that the Bonds is no longer Outstanding. Each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the Agency and the City. In the event the Agency shall have made a deposit of moneys or Government Obligations, the Agency shall retain the right to substitute Government Obligations for those previously pledged provided that such Government Obligations will provide sufficient moneys in a timely fashion (without any reinvestment as described above) to make the required payments of principal and interest on the Bonds. The Agency, at the direction oft the City, may defease all of the Bonds or any portion of the Bonds as  itr may elect.  Section 1002. Termination ofLiability.  Ifthe. Agency shall determine that iti is desirable to terminate the rights and liens hereunder oft the Bondholders (pursuant to ai refunding or otherwise) and shall cause the Bonds to be deemed to bej paid within the meaning of Section 1001 hereof, then the Bonds shall thereafter have no right orl lien under this Resolution other than the right to receive payment from said special fund and the  same shall not be considered to be Outstanding hereunder for any purpose.  33    ARTICLEXI  SUPPLEMENTAL RESOLUTIONS AND  AMENDMENT OF INTERGOVERNMENTAL CONTRACT Section 1101. Supplemental Resolutions Not Requiring Consent of Bondholders. The Agency may, without the consent of, or notice to, any of the Bondholders, adopt a resolution or resolutions supplemental to this Resolution for any one or more of the following  purposes:  (a) tocure any ambiguity or formal defect or omission in this Resolution; (b) to grant to or confer for the benefit ofthe Bondholders any additional rights, remedies, powers, or authorities that may lawfully be granted to or conferred upon the  Bondholders;  (c) to subject to the lien and pledge of this Resolution additional rents, (d) toc comply with the requirements ofthe Trust Indenture Actof1939, as from time to time amended, or any similar federal statute hereafter in effect, in either case  revenues, receipts, properties, or collateral;  lawfully made applicable to this Resolution;  (e) toa add, delete or revise provisions required in connection with the issuance (f) to make the Bonds eligible for acceptance by The Depository Trust Company or any similar holding institution or to permit issuance ofthe Bonds or interests  ofbond insurance or any other credit facility with respect to the Bonds;  therein in book-entry form;  (g) to obtain, maintain or upgrade a rating on the Bonds; (h) to provide for the issuance of Additional Bonds; or are not materially adverse to the interests oft the! Bondholders.  () inc connection with any other changes hereto that in the opinion of counsel  Section 1102. Supplemental Resolutions Requiring Consent of Bondholders. Exclusive of supplemental resolutions covered by Section 1101 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the holders of not less than a majority inj principal amount ofthel Bonds then Outstanding shalll have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption by the Agency ofs such other resolution or resolutions supplemental hereto as shall be deemed necessary or desirable by the Agency for the purpose of modifying, altering, amending, adding to, or rescinding, in any particular, any of the terms or provisions contained in this  34    Resolution ori in any supplemental resolution; provided, however, that nothing in this Section shall  permit, or be construed as permitting:  (1) an extension oft the maturity date or due date ofa any mandatory sinking fund prepayment or redemption on which the principal of or the interest on any Bond is, ori is to  become, due and payable, interest thereon,  (i) a reduction in the principal amount of any Bond or Bonds or the rate of (ii) aj privilege or priority ofany Bond or Bonds over any other Bond or Bonds, (iv) areduction in the principal amount oft the Bonds required for consent to any (v) an alteration of the date fixed in any of the Bonds for the payment of the principal of or interest on any Bond or other modification of the terms of payment of the principal ati maturity of ori interest on any Bond or imposition ofany conditions with respect to such payment or adversely affecting the right of the owner of any Bond, which is absolute and unconditional, to institute suit for the enforcement of any such payment as  supplemental resolution,  provided herein, then Outstanding, or  (vi) any action affecting the rights of the owners of less than all of the Bonds (vii) the creation of any lien or charge on any of the Pledged Revenues prior to or superior to the lien or charge created on the Pledged Revenues as security for the Ifthe Agency shall desire to adopt any such supplemental resolution for any ofthe purposes ofthis Section, it shall cause notice of the proposed adoption of such supplemental resolution to be given in writing by registered or certified mail postage prepaid to the registered owners ofall Outstanding Bonds. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that copies thereof are on file at the principal office of the Agency for inspection by all Bondholders. If, within sixty (60) days, or such longer period as shall be prescribed by the Agency, following the mailing of such notice, the holders of not less than a majority in principal amount of the Bond shall have consented to and approved the adoption of such supplemental resolution as herein provided, no holder of any Bond shall have the right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the. Agency from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption ofany such supplemental resolution: as int this Section permitted and provided, this Resolution shall  payment oft the Bonds.  be modified and amended in accordance therewith.  Anything herein to the contrary notwithstanding, a supplemental resolution under this Article XI which affects any right of the City under the Intergovernmental Contract shall not become effective unless and until the City shall have consented to the execution and delivery of such supplemental resolution. In this regard, the Agency shall cause notice of the proposed  35    execution and delivery of any such supplemental resolution together with a copy oft the proposed supplemental resolution to be delivered to the City at least fifteen (15) days prior to the proposed  date ofa adoption of any such supplemental resolution.  Section 1103. Amendments, etc., to ntergovernmental Contract Not Requiring The. Agency and the City shall without the consent of, or notice to, the Bondholders consent to any amendment, change or modification of the Intergovermental Contract (a Intergovermmental Contract amendment") as may be required (i) by the provisions of the Intergovernmental Contract or this Resolution (including as may be required in connection with the issuance of Additional Bonds), (ii) for the purpose of curing any ambiguity or formal defect or omission in the Intergovernmental Contract or (iii) in connection with any other change therein which, in the judgment of the City, is not contrary to or inconsistent with the Intergovernmental  Consent of Bondholders.  Contract andi is not to the prejudice oft the bondholders.  Section 1104. Amendments, etc., to Intergoyernmental Contract Requiring Consent Except for the amendments, changes or modifications as provided in Section 1103 hereof, neither the Agency nor the City shall consent to any other amendment, change or modification of the Intergovernmental Contract without the mailing ofnotice and the written approval or consent ofthe holders ofnot less than a majority inj principal amount oft thel Bonds then Outstanding given and procured as provided in Section 1102 hereof; provided, however, that nothing contained in this Article shall permit, or be construed. as permitting, any amendment, change or modification of the City's unconditional obligation to make payments under the Intergovernmental Contract or the City's covenants with respect to the use of the proceeds of the Bonds. Ifthe Agency or the City, as the case may be, shall request the consent ofthe Bondholders to any such proposed amendment, change or modification of the Intergovermmental. Contract, the Bond Registrar shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change orn modification to be mailed in the manner as provided by Section 11021 hereofwith respect to proposed supplemental resolutions. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the principal office of the Bond Registrar for  of Bondholders.  inspection by Bondholders.  Section 1105. Legal Action.  (a) Any action or proceeding in any court objecting to such supplemental resolution or Intergovernmental Contract amendment or to any ofthe terms and provisions therein contained or the operation thereof, or in any manner questioning the propriety of the adoption thereof or the execution by any bondholder of any instrument purporting to approve the adoption of such supplemental resolution or Intergovernmental Contract amendment, or to enjoin or restrain the Agency from taking any action pursuant to the provisions thereof, must be commenced within thirty (30) days after the. Agency shall have determined that the adoption of such supplemental resolution or Intergovernmental  Contract amendment has been duly approved.  36    (b) Upon the expiration ofs such thirty (30) day period, or, ifany such action or proceedings shall be commenced, upon any judgment or decree sustaining such supplemental resolution or Intergovernmental Contract amendment becoming final, this Resolution, any supplemental resolutions, the Intergovernmental Contract and any Intergovernmental Contract amendment shall be, and be deemed to be, modified and amended in accordance with such supplemental resolution or Intergovermental Contract amendment, and the respective rights, duties and obligations under this Resolution and any supplemental resolution and all owners of Outstanding Bonds shall thereafter be determined, exercised and enforced hereunder, subject, in all respects, to such  modifications and amendments. Section 1106. Incorporation.  Any supplemental resolution adopted and becoming effective in accordance with the provisions of this Article shall thereafter form a part ofthis Resolution and all conditions of this Resolution for any and all purposes, and shall be effective as to all owners of the Bonds then Outstanding and no notation or legend ofs such modifications and amendments shall be required to  be made thereon.  37    ARTICLE XII  MISCELLANEOUS PROVISIONS  Section 1201. Acceptance of Bid.  The bid submitted by the Purchaser to purchase the Series 2024 Bond, attached hereto as Exhibit B, is hereby accepted, and all other bids sO received are hereby rejected, and the actions of the Chairperson for and on behalf oft the Agency are hereby ratified and approved relating to her earlier notification to all bidders oft the acceptance and rejection of such bids by the Agency. The Series 2024 Bond shall, in due course, be delivered to the Purchaser against payment for the Series 2024 Bond in accordance with the Request for Proposals and the Purchaser's bid accepted by the  Issuer.  Section 1202. Validation.  The Series 2024 Bond shall be validated in the manner provided by law, and to that end notice of the adoption of this Resolution and a copy thereof shall be immediately served on the District Attorney of the Flint Judicial Circuit in order that proceedings for the confirmation and validation of the Series 2024 Bond by the Superior Court of Henry County may be instituted by  said District Attorney.  Section 1203. Reserved. Section 1204. Reserved. Section 1205. Severability.  In case any one or more of the provisions of this Resolution, or the Bonds, shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution, or the Bonds, but this Resolution and the Bonds shall be construed and enforced as ifsuch illegal ori invalid provisions had not been contained therein.  Section 1206. Resolution as a Contract.  (a) The provisions ofthis Resolution shall constitute a contract by and between the. Agency and the Bondholders, and after the issuance oft the Bonds this Resolution shall not be repealed, revoked, supplemented rescinded or amended in any respect which will adversely affect the rights and interest of the owners of the Bonds, nor shall the Agency pass any proceedings in any way adversely affecting the rights of such owners, sO long as any ofthel Bonds authorized by this Resolution, ort the interest thereon, shall remain unpaid. This covenant shall not be construed as prohibiting modifications hereof or amendments hereto to the extent and int the manner as provided in Article XI hereof.  (b) The provisions of this Resolution and every appropriate sentence hereof shall be construed as including and as being applicable to any Additional Bonds issued by the Agency, as well as to the Series 2024 Bond, and any Additional Bonds issued by the Agency shall be treated for all intents and purposes, useless otherwise specifically stated,  38    just as ifthey had been issued together with the Series 2024 Bond and pursuant to the terms  ofthis Resolution.  (c) Any subsequent proceedings authorizing the issuance of Additional Bonds issued by the Agency as provided in this Resolution shall ini no way conflict with the terms and conditions of this Resolution, but shall, for all legal purposes, reaffirm all of the applicable covenants, agreements and provisions oft this Resolution fort the equal protection  and benefit ofall bondholders.  Section 1207. Payments Due on Saturdays, Sundays and Holidays.  In any case where the date of payment oft the principal of ori interest on the Bonds shall be a Saturday, Sunday oral legal holiday or a day on which banking institutions are authorized by law to close, then payment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as ifi made on the date  ofs stated maturity, and no interest shall accrue for the period after such date. Section 1208. Resolution Constitutes Trust Indenture.  This Resolution has been duly authorized, executed and delivered by the Agency andi is not  subject to qualification under the Trust Indenture Act of 1939, as amended.  Section 1209. Applicable Provisions ofLaw.  This Resolution shall be governed by and construed and enforced in accordance with the  laws oft the State.  Section 1210. Repeal of Conflicting Resolutions.  Any and all resolutions, or parts of resolutions in conflict with this Resolution are hereby repealed, and this Resolution shall be in full force and effect from and after its adoption. Section 1211. Authorization ofand Acceptance Intergovernmental Contract. The execution, delivery and performance of the Intergovernmental Contract, are hereby authorized. The Intergovernmental Contract shall be executed by the Chairperson or the Vice Chairperson ofthe Agency and attested by the Secretary or Assistant Secretary ofthe Agency, and the seal of the Agency shall be impressed thereon. The Intergovernmental Contract shall be in substantially the form attached hereto as Exhibit C, with such changes, insertions or omissions as may be approved by the Chairperson or Vice Chairperson of the Agency, and the execution and delivery by the Agency ofthe Intergovernmental Contract as hereby authorized shall be conclusive evidence of the approval of any such changes, omissions or insertions. The Agency accepts the terms of the Intergovernmental Contract and agrees that it will effectively carry out the purpose and intention oft the Intergovernmental Contract and has accepted the Intergovermmenta. Contract  for and on behalfofitself: and for and on behalf ofall Bondholders.  39    Section 1212. Authorization of Custodial Agreement.  The execution, delivery and performance of a Custodial Agreement among the Agency, the City, and Ameris Bank as Sinking Fund Depository and Project Fund Custodian, are hereby authorized. The Custodial Agreement shall be executed by the Chairperson or the Vice Chairperson of the Agency and attested by the Secretary or Assistant Secretary of the Agency, and the seal of the Agency may, but is not required to be, impressed thereon. The intergovernmental Contract shall be in substantially the form presented at the meeting approving this Resolution with such changes, insertions or omissions as may be approved by the Chairperson or Vice Chairperson of the Agency, and the execution and delivery by the Agency of the Intergovernmental Contract as hereby authorized shall be conclusive evidence of the  approval of any such changes, omissions or insertions.  Section 1213. Authorization of Paying Agency Agreement.  The execution, delivery and performance of a Paying Agency Agreement between the Agency and the Finance Director of the City of Hampton, if any, are hereby authorized. The Paying Agency Agreement shall be executed by the Chairperson or the Vice Chairperson of the Agency and attested by the Secretary or Assistant Secretary of the Agency, and the seal of the Agency may, but is not required to be, impressed thereon. The Intergovernmental Contract shall bei in substantially the form presented at the meeting approving this Resolution with such changes, insertions or omissions as may be approved by the Chairperson or Vice Chairperson ofthe Agency, and the execution and delivery by the Agency of the Intergovermental Contract as hereby authorized shall be conclusive evidence of the approval of any such changes, omissions or  insertions.  Section 1214. No Individual Responsibility of Members and Officers of Agency. No stipulations, obligations or agreements of any member or of any officer of the Agency shall be deemed to be stipulations, obligations or agreements ofany such member or officer in his  orl her individual capacity.  Section 1215. Counterparts; Electronic Execution.  The Chairperson or the Vice Chairperson of the Agency are each hereby authorized to execute the Intergovernmental Contract, and all other documents and certificates related to the issuance and delivery of the Series 2024 Bond in counterparts, by electronic or digital signature including but not limited to emailed PDF or other electronic means that reproduces an image of the actual executed signature page, and such electronic pages shall constitute one and the same instrument, and an original signature and shall be ofthe same legal effect, validity or enforceability as a manually executed, physically delivered or paper-based signature, as the case may be, and it is further found and determined that such electronic signatures are expressly permitted under the  Uniform Electronic Transactions Act (O.C.G.A. Section 10-12-1, et seq.).  Section 1216. General Authority.  The Agency, at the direction of and in consultation with the City, shall execute and deliver all documents and certificates necessary to effectuate the transactions contemplated by this  40    Resolution. All actions heretofore taken and all documents heretofore executed in connection with the issuance of the Series 2024 Bond are hereby ratified and approved. It is hereby ratified and approved that the Chairperson and any other proper officers, members, agents and employees of the Agency hereby are authorized, empowered and directed to execute and deliver ai tax and non- arbitrage certificate and do all other such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of this Resolution and further are authorized to take any and all further actions and execute and deliver any and all other certificates, papers and documents as may be necessary or desirable to effect the actions contemplated by this Resolution. Such other certificates, papers and documents shall be in such form and contain such terms and conditions as may be necessary or desirable to effect the actions contemplated by this Resolution. Such other certificates, papers and documents shall be in such form and contain such terms and conditions as may be approved by the Chairperson or Vice Chairperson or the Agency, and the execution of such other certificates, papers and documents by the Chairperson or Vice Chairperson ofthe Agency as herein authorized shalll be conclusive evidence ofany such approval. The Secretary or any Assistant Secretary oft the Agency is hereby authorized to attest the signature oft the Chairperson or Vice Chairperson oft the Agency and impress, imprint or otherwise affix the seal of the Agency on any of the certificates, papers and documents executed in connection with this Resolution, but shall not be obligated to do so,a and the absence ofthe signature oft the Secretary or Assistant Secretary or the Agency's seal on any such other certificates, papers and documents shall not affect the validity or enforceability of the Agency'so obligations thereunder.  Section 1217. Consents of Bondholders.  (a) Any request, demand, authorization, direction, notice, consent, waiver, or other action provided by this Resolution to be given or taken by Bondholders may be embodied ina and evidenced! by one or1 more instruments ofsubstantially similartenor signed by such Bondholders in person or by their agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Agency, and, where it is expressly required, tot the Agency and the City. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Resolution and  conclusive ifmade in the manner provided in this Section.  (b) The fact and date of the execution by any Person ofany such instrument or writing may be proved by the affidavit ofa a witness ofs such execution or by the certificate ofany notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him/her the execution thereof. Where such execution is by an officer ofa corporation or a member ofa partnership, on behalf of such corporation or partnership, such certificate or affidavit  shall also constitute proofofhis authority.  (c) The fact and date of execution of any such instrument or writing may also be proved in any other manner which the Agency deems sufficient, and the Agency or the Paying Agent, as the case may be, may in any instance require further proof with respect  to any of the matters referred to in this Section.  41    (d) The ownership ofa Bond shall be proved by the registration books kept by (e) Any request, demand, authorization, direction, notice, consent, waiver, or other action by any Bondholder shall bind every future holder oft the same Bond in respect ofanything done or suffered to be done by any Paying Agent, Bond Registrar or the Agency in reliance thereon, whether or not notation of such action is made upon such Bond.  the Bond Registrar.  Section 1218. Limitation of Rights.  With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Bond is intended or shall be construed to give to any person or company other than the Agency and the holders of the Bond, any legal or equitable right, remedy or claim under or in respect of this Resolution or any covenants, contracts, conditions, and provisions herein contained; this Resolution and all of the covenants, contracts, conditions and provisions hereof being intended to be and being for the sole exclusive benefit of  the City and the holders oft the Bond as herein provided.  Section 1219. Notices.  All notices, certificates, and other communications provided for hereunder shall be in writing and sent () by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (ii) by registered or certified mail with return receipt requested (postage prepaid), or (iii) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent to any patty hereto at the following addresses or to such other address as any party hereto shall have specified in writing to the other  party:  Ifto the Agency:  Urban Redevelopment Agency of the City of Hampton  17E. Main Street South Hampton, GA 30228 Attn: Chairperson With a copy to the City.  Ifto the City:  City of Hampton, Georgia 17E. Main Street South Hampton, GA 30228 Attention: City Manager  42    Ifto the Initial Bondholder:  Webster Bank, National Association 360 Lexington Avenue, 5th Floor New York, New York 10017 Attention: Public Sector Finance  A duplicate copy of each notice, certificate or other communication given hereunder by either the Agency, the City, ort the Paying Agent to any one of the others shall also be given to all  oft the others and the Initial Bondholder referenced above. Section 1220. Waiver of Bond Audit.  The Agency hereby approves the publication of the requisite legal notice waiving the performance audit and performance review requirements of Section 36-82-100 of the Official  Code of Georgia Annotated.  Section 1221. Requirements and Conditions Met.  The Agency agrees that all the terms, conditions, requirements of all acts and things required to be done, both under the Constitution of the State of Georgia and the Act, have been done as required, and the Agency agrees to take any and all necessary steps to comply with each  and every requirement and condition referred to herein.  43    Adopted and approved this 11th day ofJune, 2024.  URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON  By:  Chairperson  (SEAL) Attest:  Secretary  44    EXHIBIT, A  DESCRIPTION OF THE PROJECT  The Project will include the (i) acquisition ofreal property and rehabilitation or demolition and removal of buildings and improvements thereon on blighted properties within the Urban Redevelopment Area, (ii) installation, construction, or reconstruction of streets, transit facilities and improvements, sidewalks, streetscapes, and other improvements necessary for carrying out in the area the urban redevelopment provisions of the Act, and (iii) disposition of any property acquired in such Urban Redevelopment Area, including sale, initial leasing or retention by the municipality to public or private persons, at its fair value for uses in accordance with the Plan.    EXHIBITI B WINNING BID    Jun 6, 2024 1:30 pm Prepared by SRS  Page 3  BOND PRICING City ofl Hampton, Georgia Revenuel Bonds, Series 2024 (Taxable) Webster Bank Bid- 6-Year Term; 20-Year Amortization Call Feature: 4/1/2027 @ 100% Taxable  Maturity Date 04/01/2025 04/01/2026 04/01/2027 04/01/2028 04/01/2029  Bond Component Term Bond due 2030:  Amount Rate Vield Price 110,000 5.630% 5.630% 100.000 95,000 5.630% 5.630% 100.000 100,000 5.630% 5.630% 100.000 105,000 5.630% 5.630% 100.000 110,000 5.630% 5.630% 100.000  04/01/2030 2,580,000 5.630% 5.630% 100.000  3,100,000  Dated Date Delivery Date First Coupon Par Amount Original Issue Discount Production Underwriter's Discount Purchase Price Accrued Interest Net Proceeds  07/10/2024 07/10/2024 10/01/2024 3,100,000.00  3,100,000.00 100.000000% 3,100,000.00 100.000000% 3,100,000.00  PIPER SANDLER    EXHIBITC  FORM OF INTERGOVERNMENTAL CONTRACT    URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON  (ap public body corporate and politic created and existing under the laws of the State of Georgia)  as. Agency And  CITY OF HAMPTON, GEORGIA (an municipality created and existing under the laws oft the State of Georgia)  as City  INTERGOVERNMENTAL CONTRACT  Dated as ofJuly 1,2 2024  THE RIGHTS AND INTEREST OF THE URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON IN THIS INTERCOVERNMENTAL CONTRACT AND THE REVENUES AND RECEIPTS DERIVED THEREFROM, EXCEPT FOR ITS UNASSIGNED RIGHTS, AS DEFINED HEREIN, HAVE BEEN COLLATERALLY ASSIGNED AND PLEDGED TO THE BONDHOLDERS PURSUANTTO. A BOND RESOLUTION, ADOPTED BY THE BOARD OF COMMISSIONERS OF THE URBAN REDEVELOPMENT AGENCY  OF THE CITY OF HAMPTON ONJUNE 11,2024.  This instrument was prepared by Hunton Andrews Kurth LLP 600 Peachtree Street, N.E., Suite 4100 Atlanta, Georgia 30308 Attention: Public Finance Group Tel: (404)888-4000  Hampton URAI lIntergovernmental Contract    INTERGOVERNMENTAL CONTRACT TABLE OF CONTENTS  (This Table of Contents is not a part oft the Intergovernmental Contract  and is only for convenience ofr reference.)  ARTICLEIDEFNIIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.. ..2  Section 1.01. Definitions.  2  Section 1.02. Construction of Certain Terms.. Section 1.03. Table of Contents; Titles and Headings. Section 1.04. Contents of Certificates or Opinions.. ARTICLE. IIF REPRESENTATIONS AND UNDERTAKINGS. Section 2.01. Representations by the Agency. Section 2.02. Representations by the City. Section 2.03. Reliance by Purchaser..  ARTICLE III ISSUANCE OF THE SERIES 2024 BOND; SECURITY. Section 3.01. Approval of Issuance of the Series 2024 Bond.. Section 3.02. Security for Payments under this Intergovernmental Contract..  12 12 12 13 13 13 3 3 14 5 15 15 16 16 16  Section 3.03. Security for the Bonds. Section 3.04. Reserved.. Section 3.05. Reserved.. Section 3.06. Reserved. Section 3.07. Reserved..  ARTICLE IVTHE PROJECT; ISSUANCE OF THE SERIES 2024 BOND; PROJECT FUND..14 Section 4.01. Agreement to Acquire, Construct and Install the Improvements and Section 4.02. Agreement to Issue the Series 2024 Bond; Application of Proceeds. .15  Equipment.  Section 4.03. Application of Moneys in the Project Fund.. Section 4.04. Disbursements from the Project Fund.. Section 4.06. Establishment of Completion Date.  Section 4.05. Obligation oft the Parties to Cooperate in Furnishing Documents; Reliance  oft the Project Fund Depository.  Section 4.07. City Required to Pay Project Costs in Event Project Fund Insufficient...16 Section 4.08. Authorized City and Agency Representatives and Successors.. Section 4.09. Enforcement of Remedies Against Contractors and Subcontractors and  their Sureties and Manufacturers.    Section 4.10. Investment of Project Fund.. Section 4.11. Reserved. Section 4.12. Reserved. Section 4.13 Reserved..  17 17 17 17 18 18 18 18 19 19 .20 .20 .20 .20 20 .21 .22 22 22 22  ARTICLE VE EFFECTIVE DATE OF AGREEMENT; DURATION OF TERM; NATURE OF  OBLIGATIONS OF CITY. Section 5.01. Term of Agreement..  Section 5.02. Delivery and Acceptance ofl Possession. Section 5.03. Basic Payments and Other Amounts Payable. Section 5.05. Nature of Obligations of City Hereunder.  Section 5.04. Place of Payments. ARTICLE' VI ADDITIONAL COVENANTS  Section 6.01. No Warranty of Condition or Suitability by the Agency.  Section 6.02. Indemnity. Section 6.03. Reserved.. Section 6.04. Insurance. Section 6.06. Release Covenant. ARTICLE VII ASSIGNMENT; PREPAYMENTS Section 7.01. No. Assignment by City.  Section 6.05. Operation and Maintenance oft the Project; Modification of Projec..-m--21  Section 7.02. Prepayment of Series 2024 Bond and Additional Bonds..  Section 7.03. Prepayment of Contract Payments.  Section 7.04. Option to Prepay the Contract Payments and Prepay or Redeem the Bonds  22  ARTICLE' VIII EVENTS OF DEFAULT AND REMEDIES. Section 8.01. Events ofDefault Defined. Section 8.02. Remedies on Default.. Section 8.03. No Remedy Exclusive. Section 8.04. Agreement to Pay Fees and Expenses. Section 8.05. Waiver of Events of Default.  .23 23 .24 .24 .24 .25 25 25 .26 .26  ARTICLE IX MISCELLANEOUS Section 9.01. Notices. Section 9.03. Severability.  Section 9.02. Construction and Binding Effect.  ii    Section 9.04. Amounts Remaining in Funds. Section 9.05. Amendments, Changes, and Modifications. Section 9.06. Counterparts; Electronic Execution..  .26 .26 26 .26 .27  Section 9.07. Law Governing Construction ofthis Intergovernmental Contract. Section 9.08. Immunity ofOfficials, Officers, and Employees of Agency and City.....26  Section 9.09. Survival of Warranties. EXHIBIT A - DESCRIPTION OF PROJECT EXHIBITB- SCHEDULE OF BASICI PAYMENTS  iii    INTERGOVERNMENTAL CONTRACT  This INTERGOVERNMENTAL CONTRACT, dated as of July 1, 2024 (this Intergovernmental Contract"), by and between the Urban Redevelopment Agency oft the City of Hampton, Georgia (the "Agency"), a public body corporate and politic created and existing under the laws of the State of Georgia, and the City of Hampton, Georgia (the "City"), a  municipality existing under the laws ofthe State of Georgia;  WITNESSETHE  WHEREAS, the Agency and the City propose to enter into this Intergovernmental Contract pursuant to which the Agency will agree, among other things, to issue the Series 2024 Bond (hereafter defined) to finance the costs oft the acquisition, construction and installation ofthe Project ini furtherance ofits powers under the Act (hereafter defined); andi in consideration: therefor, the City will agree, among other things, ini furtherance of aiding the Agency with the carrying out of the Project, to make payments to the Agency for such services and in such amounts sufficient to enable the Agency to pay, when due, the principal of and interest on the Series 2024 Bond and other amounts due under the Resolution (hereafter defined) and pledge its full faith and credit and taxing power, within any limitations provided by law and to the éxtent necessary to make the  payments required by this Intergovernmental Contract.  WHEREAS, the Agency and the City are authorized under the Constitution and laws of the State of Georgia to enter into this Intergovemmenta. Contract for the purposes set forth herein; NOW,THEREFORE, for andi in consideration of the promises and covenants hereinafter  contained, the parties hereby agree as follows:    ARTICLEI  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  Section 1.01. Definitions.  Certain words and terms used in this Intergovernmental Contract shall have the meanings set forth in Section 101 ofthe Resolution. When used herein, such words and terms shall have the meanings given to them by the language employed in Section 101 ofthe Resolution and in this ArticleIdefining: such words and terms, unless the context clearly indicates otherwise. In addition tot the words and terms defined elsewhere herein, the following words and terms have the meanings  set forth below.  Additional Payments" means payments due to the Agency pursuant to Section 5.03(b) "Authorized Agency Representative" means the person at the time designated to act on behalfofthe. Agency by written certificate furnished to the City and the Project Fund Depository, containing the specimen signature of such person and signed on behalf of the Agency by its Chairperson or Vice Chairperson. Such certificate or any subsequent or supplemental certificate  ofthis Intergovernmenta. Contract.  SO executed may designate an alternate or alternates.  "Authorized City Representative" means the person at the time designated to act on behalfofthe City by written certificate furnished to the Agency and the Project Fund Depository, containing the specimen signature of such person and signed on behalf ofthe City by its Mayor or  Mayor Pro Tempore.  "Basic Payments" means the payments due to the Agency pursuant to Section 5.03(a) of "Bond Documents" means, collectively, this Intergovermmenta. Contract and the "Completion Date" means the date of completion of the acquisition, construction, and installation oft the Improvements, as that date shall be certified as provided in Section 4.06 hereof. "Construction Contracts" means the contracts between the Agency or its agent and the general contractors fori the construction ofthe Improvements and the contracts between the Agency  this Intergoyernmental Contract.  Resolution.  ori its agent and suppliers ofmaterials and Equipment.  "Consulting Architect", ifa any, means any design professional, architect or architectural firm at thet time employed by the Agency or its agent and designated to act on behalfofthe. Agency ort the City by written certificate furnished tot thel Project Fund Depository, containing the signature ofs such person or the: signature ofap partner or officer ofs such firm, and signed on behalfofthe City by the Mayor or Mayor Pro Tempore of its Governing Body and on behalf of the Agency by the Chairperson or Vice Chairperson ofi its Governing Body. The Consulting Architect shall not be a  full-time employee of the Agency or the City.  2    "Costs ofthel Project" means those costs and expenses in connection with the construction of, installation of and any acquisitions in connection with the Project permitted by Section 4.03  hereofto be paid or reimbursed from proceeds oft the Bonds.  "Equipment" means the equipment, machinery and furnishings comprising a portion of "Event of Default" means any event specified in Section 8.01 oft this Intergovernmental "Fiscal Year" means any period oftwelve consecutive months adopted by the City as its fiscal year for financial reporting purposes and shall initially mean the period beginning on October 1 ofeach calendar year and ending on September 30 of the next calendar year. "Governing Body" means, in the case of the Agency, the board of commissioners for the Agency and, in the case oft the City, the Mayor and Council oft the City ofHampton, Georgia. "Improvements" means those certain facilities and improvements constituting part of the Project funded with proceeds of Bonds and not constituting part of the Equipment, which are or  the Project. Contract.  shall be located on any site identified in the Plans and Specifications.  Intergovernmental Contract" means this Intergovermental Contract between the Agency and the City, as the same may be amended from time to time in accordance with the  provisions hereof. Project.  "Lien" means pledge of or security interest in or lien, charge, or encumbrance on the  "Permitted Encumbrances" means, as ofany particular time,  (1) liens for ad valorem taxes, ifa any, and special assessments not then (2) the Resolution and the security interests created therein; (3) such utility, access or other easements and rights-of-way, restrictions, reservations, reversions and exceptions which do not, in the opinion of an independent engineer, materially interfere with or impair the operations being conducted in the Project (or, if no operations are being conducted therein, the operations for which the Project was designed or last modified);  delinquent;  (4) unfiled and inchoate mechanics' and materialmen's liens for (5) architects', contractors' subcontractors' mechanics' materialmen's, suppliers', laborers', vendors', workers', repairmen's, carriers', land surveyors' and engineers' liens or other similar liens not then payable; and  construction work in progress;  3    (6) such minor defects, irregularities, encumbrances, easements, rights- of-way and clouds on title as normally exist with respect to properties similar in character to the Project and as do not, in the opinion ofindependent legal counsel, materially interfere with or impair the operations being conducted in the Project (or, if no operations are being conducted therein, the operations for which the "Plans and Specifications" means the detailed plans and specifications for the construction of the Improvements prepared by the Consulting Architect or by architects and engineers acceptable to the Consulting Architect, as amended from time to time by the City,acopy  Project was designed or last modified).  of which is or will be on file with the Agency and the City.  Regulations" means the Treasury Regulations promulgated under and pursuant to the "Resolution" means the Bond Resolution adopted by the Agency, on June 11, 2024, authorizing the issuance oft the Series 2024 Bond and Additional Bonds and the security therefor, as the same may be supplemented from time to1 time in accordance withi thei terms ofthe Resolution. "Series 2024 Bond" means the Urban Redevelopment Agency of the City of Hampton Revenue Bond (Downtown Redevelopment and Public Infrastructure Project), Taxable Series 2024, in the original principal amount of $3,100,000, authorized to be issued pursuant to the  Code.  Resolution.  "Unassigned Rights" means all oft the rights oft the Agency to receive reimbursements and payments pursuant to Sections 5.03(b), 6.02, and 8.04 ofthis Intergovermental Contract, and to be held harmless and indemnified pursuant to Section 6.02 oft this Intergovemmental Contract. Section 1.02. Construction of Certain Terms. For all purposes of this Intergovernmental Contract, except as otherwise expressly provided or unless the context  otherwise requires, the following rules of construction shall apply:  (1) The use of the masculine, feminine, or neuter gender is for convenience only and shall be deemed and construed to include correlative words  oft the masculine, feminine, or neuter gender, as appropriate.  (2) "This Intergovernmental Contract" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more contracts supplemental hereto entered into pursuant to the applicable  provisions hereof.  (3) All references in this instrument to designated "Articles," "Sections," and other subdivisions are to the designated Articles, Sections, and other subdivisions of this instrument. The words "herein," "hereof," and "hereunder" and other words of similar import refer to this Intergovernmental Contract as a whole and not to any particular Article, Section, or other subdivision.  4    (4) The terms defined in this Article shall have the meaning assigned to (5) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as promulgated by the American Institute of Certified Public Section 1.03.Table of Contents; Titles and Headings. The table of contents, the titles oft the articles, and the headings of the sections oft this Intergoyermental Contract are solely for convenience of reference, are not a part of this Intergovernmental Contract, and shall not be  them in this Article and include the plural as well as the singular.  Accountants, on and as ofthe date ofthis instrument.  deemed to affect the meaning, construction, ore effect ofany ofits provisions.  Section 1.04. Contents of Certificates or Opinions. Every certificate or opinion with respect to the compliance with a condition or covenant provided for in this Intergovernmental Contract shall include: ()a statement that the person or persons making or giving such certificate or opinion have read such covenant or condition and the definitions herein relating thereto, (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (iii) a statement that, in the opinion of the: signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with, and (iv) a statement as to whether, in the opinion of the  signers, such condition or covenant has been complied with.  Any such certificate or opinion made or given by an official oft the Agency or the City may be based, insofar as it relates to legal or accounting matters, upon a certificate or an opinion of counsel or an accountant, which certificate or opinion has been given only after due inquiry oft the relevant facts and circumstances, unless such official knows that the certificate or opinion with respect to the matters upon which his certificate or opinion may be based as aforesaid is erroneous or in the exercise of reasonable care should have known that the same was erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based (insofar as it relates tof factual matters with respect toi information that is in the possession of an official ofthe Agency ort the City or any third party) upon the certificate or opinion ofor representations by an official of the Agency or the City or any third party on whom counsel or an accountant could reasonably rely unless such counsel or such accountant knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneous or in the exercise of reasonable care should have known that the same were erroneous. The same official of the Agency or the City, or the same counsel or accountant, as the case may be, need not certify or opine to all of the matters required to be certified or opined under any provision oft this Intergovernmental Contract, but different officials, counsel, or accountants may  certify or opine to different matters, respectively.  5    ARTICLEII  REPRESENTATIONS AND UNDERTAKINGS  Section 2.01. Representations by the Agency. The Agency makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) Creation and Authority. The Agency is a public corporation oft the State of Georgia duly created and validly existing under the laws oft the State and specifically the Act, and validly activated pursuant to a resolution ofthe Mayor and Council ofthe City dated as of August 8,2023 (the "Activating Resolution"). The Agency has all requisite power and authority under the Activating Resolution, the Act and the laws ofthe State (i) to issue the Series 2024 Bond to finance the acquisition, construction, improvement or modification, redevelopment or rehabilitation, and operation of the urban redevelopment projects within the City, and (ii) perform its obligations under, and exercise its rights under this Intergovernmental Contract and the Resolution. The Act authorizes the Agency to issue revenue bonds and use the proceeds thereof for the purpose of paying all or any part of the cost of any "urban redevelopment project," which includes the acquisition, construction, installation, modification, renovation, or rehabilitation of land, interest inl land, buildings, structures, facilities or other improvements located or to be located within the urban development area designated by the Governing Body of the City, and the acquisition, installation, modification, renovation, rehabilitation, or furnishing of fixtures, machinery, equipment, furniture, or other property ofany nature whatsoever used on, in, ori in connection with any such land, interest in land, building, structure, facility, or other improvement, all for the essential public purpose of rehabilitating, redeveloping, or conserving such urban redevelopment area. The Act also authorizes the Agency (i) to construct, erect, assemble, purchase, acquire, improve, install, and sell urban redevelopment projects, (ii) to make and execute contracts, agreements, and other instruments necessary or convenient to exercise the powers of the Agency or to further the public purpose for which the Agency is created, including, but not limited to, contracts for construction of urban redevelopment projects and contracts for sale of urban redevelopment projects, (ii) to contract for any period, not exceeding fifty (50) years, with any political subdivision of the State for the use by such political subdivision of any facilities or services ofthe. Agency, provided that such contracts shall deal with such activities and transaction as the Agency and any such political subdivision are authorized to undertake, and (iv) to acquire, by purchase, any real property (defined to include all lands, including improvements and fixtures thereon and property of any nature appurtenant thereto or used in connection therewith) and to  hold, improve, clear, or prepare for redevelopment any such property.  The Act also authorizes the Agency, as security for repayment of its revenue bonds, to pledge, convey, assign, hypothecate, or otherwise encumber any property of the Agency and to execute any agreement for the sale ofi its revenue bonds, security agreement, assignment, or other agreement or instrument as may be necessary or desirable, in thej judgment ofthe Agency, to secure any such revenue bonds. The Agency has found that the Project constitutes an "urban redevelopment project" within the meaning of that term as defined in the Act. The Agency has further found that the acquisition, construction, equipping and installation oft the Project is in the best interest ofthe Agency and that the Project is for the lawful and valid public purposes set forth  in the Act.  6    (b) Pending Litigation. There are no actions, suits, proceedings, inquiries, or investigations pending or, to the knowledge ofthe Agency, after making due inquiry with respect thereto, threatened against or affecting the Agency in any court or by or before any governmental authority or arbitration board or tribunal, which involve the possibility ofmaterially and adversely affecting the transactions contemplated by this Intergovernmental Contract or which, in any way, would adversely affect the validity or enforceability of the Bonds, the Resolution, this Intergovernmental Contract or any agreement or instrument to which the Agency is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby, nor is the. Agency aware ofa any facts or circumstances presently existing which  would form the basis for any such actions, suits, or proceedings.  (c) Agreements Are Legal and Authorized. The execution and delivery by the Agency oft this Intergovermental Contract and the Bonds, the compliance by the Agency with all oft the provisions ofe each thereof, and the adoption oft the Resolution () are within the purposes, powers, and authority oft the Agency, (ii) have been done in full compliance with the provisions of the Act and have been approved by the Governing Body oft the Agency and are legal and will not conflict with or constitute on the part of the Agency a violation of or a breach of or a default under any organic document, indenture, mortgage, security deed, pledge, note, lease, loan, ori installment sale agreement, contract, or other agreement ori instrument to which the Agency is aj party or by which the. Agency or its properties are otherwise subject or bound, or any license, judgment, decree, law, statute, order, writ, injunction, demand, rule, or regulation ofany court or governmental agency or body having. jurisdiction over the Agency or any ofi its activities or properties, and (ii) have been duly authorized by all necessary action on the part of the Agency. This Intergovernmental Contract, when executed by the other party hereto, will have been duly and validly executed and delivered by the Agency, will be in full force and effect as to the Agency, and will constitute the legal, valid, binding, and enforceable obligation ofthe Agency, enforceable in accordance with its terms. The Series 2024 Bond, when issued, delivered, and paid for as ini the Resolution provided, will have been duly and validly authorized and issued and will constitute the valid and binding  limited obligation of the Agency enforceable in accordance with their terms.  (d) Governmental Consents. Neither the nature ofthe Agency nor any ofi its activities or properties, nor any relationship between the Agency and any otherPerson, nor any circumstance in connection with the offer, issue, sale, or delivery ofthe Bonds is such as to require the consent, approval, permission, order, license, or authorization of, or the filing, registration, or qualification with, any governmental authority on the part of the Agency in connection with the execution, delivery, and performance of this Intergovernmental Contract and the Resolution or the consummation of any transaction therein contemplated, or the offer, issue, sale, or delivery of the Bonds, except as shall have been obtained or made and as are in full force and effect.  (e) No Defaults. To the knowledge of the Agency, after making due inquiry with respect thereto, no event has occurred and no condition exists that would constitute an event of default under the Resolution or this Intergovermmental Contract or that, with the lapse of time or with the giving of notice or both, would become such an event of default. To the knowledge of the Agency, after making due inquiry with respect thereto, the Agency is noti in default or violation in any material respect under the Act or under any organic document or other agreement or  instrument to which iti is aj party or by which it may be bound.  7    (f) No Prior Pledge. Neither this Intergovernmental Contract nor any oft the payments or amounts to be received by the Agency hereunder have been or will be assigned, pledged, or hypothecated in any manner or for any purpose or have been or will be the subject ofa grant ofa  security interest by the Agency other than as provided in the Resolution.  (g) Disclosure. The representations of the Agency contained in this Intergovernmental Contract and any certificate, document, written statement, or other instrument furnished to the Purchaser by or on behalf of the Agency in connection with the transactions contemplated hereby do not contain any untrue statement of a material fact relating to the Agency and do not omit to state a material fact relating to the Agency necessary in order to make the statements contained herein and therein relating to the Agency not misleading. Nothing has come to the attention of the Agency that would materially and adversely affect or in the future may (so far as the Agency can now reasonably foresee) materially and adversely affect the acquisition, construction and installation of the Project by the Agency or any other transactions contemplated by this Intergovermmenta. Contract and the Resolution, which has not been set forth in writing to the Purchaser or in the certificates, documents, and instruments furnished to the Purchaser by or on behalf of the Agency prior to the date of execution of this Intergovernmental Contract in  connection with the transactions contemplated hereby.  (h) Compliance with Conditions Precedent to the Issuance of the Bonds. All acts, conditions, and things required to exist, happen, and be performed precedent to and in the execution and delivery by the Agency of the Bonds do exist, have happened, and have been performed in due time, form, and manner as required by law; the issuance of the Bonds, together with all other obligations of the Agency, do not exceed or violate any constitutional or statutory limitation, and the revenues, funds, property, and amounts pledged to the payment ofthe principal of, premium, ifany, and interest on, the Bonds, as the same become due, have been calculated to  be sufficient in amount for that purpose.  The Agency makes no representation as to the financial position or business condition of the City and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations or certifications furnished or to be made and furnished by the City in connection with the sale oft the Bonds, or as to the correctness, completeness or accuracy of such  statements.  () Reserved.  Section 2.02. Representations by the City. The City makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) Creation and Authority. The City is a municipal corporation duly created and validly existing under the laws oft the State. The City has all requisite power and authority under the laws ofthe State and the. Act to enter into, perform its obligations under, and exercise its rights under this Intergovernmental Contract. The Act authorizes the City to undertake and carry out within its corporate limits "urban redevelopment projects," which are defined to include undertakings or activities of the City in an urban redevelopment area under the Act for the elimination and for the prevention of the development or spread of pockets of blight and may involve pocket of blight clearance and redevelopment in an urban redevelopment area,  8    rehabilitation or conservation in an urban redevelopment area, ora any combination nor part thereof, ina accordance with an urban redevelopment plan adopted pursuant to the Act. The. Act authorizes the City to make and execute contracts and other instruments necessary or convenient to the exercise ofi its powers under the Act and to appropriate. such funds and make such expenditures as may be necessary to carry out the purposes of the Act and to levy taxes and assessments for such purposes. The Act further authorizes the City to aidi in the carrying out ofan urban redevelopment project of the Agency, including the furnishing of funds in connection with such urban redevelopment project. Article IX, Section III, Paragraph I of the Constitution of the State of Georgia of 1983 authorizes the City to contract for any period not exceeding fifty years with any public corporation or public authority for joint services, for the provision of services, or for the joint or separate use of facilities or equipment, if such contract deals with activities, services, or facilities that the contracting parties are authorized by law to undertake or provide. The City has taken all actions required by the Act to qualify the Project as an "urban redevelopment project" thereunder, including, without limitation, approving an urban redevelopment plan for the Project following its holding all required public hearings as described in the Resolution. The City has further adopted the Prerequisite Necessity Resolution (as defined in the Resolution) in which it found that certain conditions exist within the City as provided in O.C.G.A. $ 36-61-5 and further has found that the Project is necessary ini the interest ofthe public health, safety, morals, or welfare of the residents of the City, in compliance with the Act. The Project is in furtherance of the  efficient operation ofthe City.  (b) Pending Litigation. There are no actions, suits, proceedings, inquiries, or investigations pending or, to the knowledge of the City, after making due inquiry with respect thereto, threatened against or affecting the City in any court or by or before any governmental authority or arbitration board or tribunal, which involve the possibility ofmaterially and adversely affecting the properties, activities, prospects, profits, operations, or condition (financial or otherwise) of the City, or the ability of the City to perform its obligations under this Intergovermental Contract, or the transactions contemplated by this Intergovernmental Contract or which, in any way, would adversely affect the validity or enforceability of this Intergovernmental Contract or any agreement or instrument to which the City isap party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby, nor is the City aware ofany facts or circumstances presently existing that would form the basis for any such actions, suits, or proceedings. The City is not in default with respect to any judgment, order, writ, injunction, decree, demand, rule, or regulation of any court, governmental  authority, or arbitration board or tribunal.  (c) Intergovernmental Contract is Legal and Authorized. The execution and delivery by the City of this Intergovernmental Contract, the consummation of the transactions therein contemplated, and the fulfillment of or the compliance with all of the provisions hereof () are within the power, legal right, and authority oft the City, (ii) are legal and will not conflict with or constitute on the part of the City a violation of or a breach of or a default under, any organic document, indenture, mortgage, security deed, pledge, note, lease, loan, or installment sale agreement, contract, or other agreement or instrument to which the City is a party or by which the City or its properties are otherwise subject or bound, or any license, law, statute, rule, regulation, judgment, order, writ, injunction, decree, or demand of any court or governmental agency or body having jurisdiction over the City or any of its activities or properties, and (iii) have been duly authorized by all necessary and appropriate official action on the part of the Governing Body of  9    the City. This Intergovernmental Contract, when executed by the other party hereto, will have been duly and validly executed by the City, will be in full force and effect as to the City and will constitute the valid, legal, binding, and enforceable obligation of the City, enforceable in accordance with its terms. The officials ofthe City executing this Intergovernmental Contract: are duly and properly in office and are fully authorized and empowered to execute the same for and  on behalf oft the City.  (d) Governmental Consents. Neither the City nor any ofi its activities or properties, nor any relationship between the City and any other Person, nor any circumstances in connection with the execution, delivery, and performance by the City of its obligations under this Intergovernmental Contract, or the offer, issue, sale, or delivery by the Agency ofthe Series 2024 Bond, is such as to require the consent, approval, permission, order, license, or authorization of, or the filing, registration, or qualification with, any governmental authority on the part oft the City inc connection with the execution, delivery, and performance ofthis Intergovernmental Contract or the consummation of any transaction herein or therein contemplated, or the offer, issue, sale, or delivery of the Series 2024 Bond, except as shall have been obtained or made and as are in full force and effect and except as are not presently obtainable. To the knowledge oft the City, after making due inquiry with respect thereto, the City will be ablet to obtain all such additional consents, approvals, permissions, orders, licenses, or authorizations of governmental authorities as may be  required on or prior to the date the City is legally required to obtain the same.  (e) No Defaults. No event has occurred and no condition exists that would constitute an Event of Default or that, with the lapse of time or with the giving of notice or both, would become an Event ofl Default. To the knowledge oft the City, after making due inquiry with respect thereto, the City is not in default or violation in any material respect under any organic document or other agreement or instrument to which iti is aj party or by which it may be bound.  () Compliance with Law. To the knowledge of the City, after making due inquiry with respect thereto, the City is not in violation ofany laws, ordinances, or governmental rules or regulations to which ito or its properties are subject and has not failed to obtain any licenses, permits, franchises, or other governmental authorizations (which are presently obtainable) necessary to the ownership ofits! properties or to the conduct ofits affairs, which violation or failure to obtain might materially and adversely affect thej properties, activities, prospects, profits, and condition (financial or otherwise) of the City, and there have been no citations, notices, or orders of noncompliance  issued to the City under any such law, ordinance, rule, or regulation.  (g) Restrictions on the City. The City is not a party to or bound by any contract, instrument, or agreement, or subject to any other restriction, that materially and adversely affects its activities, properties, assets, operations, or condition (financial or otherwise). The City is not a party to any contract or agreement that restricts the right or ability of the City to enter into this  Intergovernmental Contract and perform its obligations hereunder.  (h) Disclosure. The representations of the City contained in this Intergovernmental Contract and any certificate, document, written statement, or other instrument furnished by or on behalfofthe City to the Agency or the Purchaser in connection with the transactions contemplated hereby, do not contain any untrue statement ofa material fact and do not omit to state a material fact necessary to make the statements contained herein or therein not misleading. There is no fact  10    that the City has not disclosed to the Agency or the Purchaser in writing that materially and adversely affects or in the future may (so far as the City can now reasonably foresee) materially and adversely affect the acquisition, construction and installation oft the Project or the properties, activities, prospects, operations, profits, or condition (financial or otherwise) of the City, or the ability of the City to perform its obligations under this Intergovernmental Contract or any of the documents or transactions contemplated hereby or thereby or any other transactions contemplated by this Intergovernmental Contract, which has not been set forth in writing to the Purchaser or in the certificates, documents, and instruments furnished to the Purchaser by or on behalfofthe City prior to the date of execution of this Intergovernmental Contract in connection with the  transactions contemplated hereby.  () Project Compliance. The Project complies or will comply with all presently applicable building and: zoning, health, environmental, and safety ordinances: and lawsanda all other applicable laws, rules, and regulations of any and all governmental and quasi-govermental  authorities havingjurisdiction over any portion of the Project.  0) Annual Reporting. The City will provide the Bondholder of the Series 2024 Bond with (i) its audited financial statements within 270 days oft the close ofits fiscal year and (ii) such other publicly available information that the Bondholder of the Series 2024 Bond reasonably requests. The City may satisfy its obligation to provide the Bondholder of the Series 2024 Bond with audited financial statements by providing such Bondholder a link to an electronic copy of such audited financial statements or by posting the audited financial statements on the Electronic Municipal Market Access ("EMMA") system. In the event that the audited financial statements are not available within 270 days of the close of the City's fiscal year, the City will furnish unaudited financial statements to the Bondholder oft the Series 2024 Bond int the manner described in this paragraph, and will then supply the audited financial statements immediately upon the availability thereof. The electronic audited financial statements or link may be sent to the following email address (or such other address as the Registered Holder of the Series 2024 Bond supplies tot the City in writing): PublicF'inance/QWebsterBank.com. In connection with the City's compliance with any continuing disclosure undertakings (each, a "Continuing Disclosure Agreement"): entered into by the City pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the "Rule"), the Purchaser acknowledges that the City may be required to file with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system, or its successor ("EMMA"), notice that the City has incurred obligations hereunder and notice of certain subsequent events reflecting financial difficulties in connection with the Series 2024 Bond. The City agrees that it shall not file or submit, or permit to be filed or submitted, with EMMA any documentation that includes the following unredacted sensitive or confidential information about the Purchaser or its affiliates: address and account information oft the Purchaser or its affiliate, or e-mail addresses, telephone numbers, fax numbers, names and signatures ofofficers, employees and signatories ofthe Purchaser or its affiliates, unless otherwise required for compliance with the Rule or otherwise required by law. The City acknowledges that the Purchaser is not responsible for the City's compliance or noncompliance  with the Rule or any Continuing Disclosure Agreement.  Section 2.03. Reliance by Purchaser. The Agency and the City acknowledge and agree that these representations and warranties are made to induce the Purchaser to purchase the Series 2024 Bond, and that such representations and warranties and any other representations and  11    warranties made by the Agency and the City in the Bond Documents are made for the benefit of the Purchaser: and may be relied upon by the Purchaser: and shall remain operative and ini full force and effect (unless expressly waived in writing by the Purchaser), regardless ofany investigations made by the Purchaser, or on its behalf, and shall survive delivery of the Series 2024 Bond to the  Purchaser.  ARTICLE III  ISSUANCE OF THE SERIES 2024 BOND; SECURITY  Section 3.01.Approval of Issuance of the Series 2024 Bond. The Agency has adopted the Resolution authorizing the issuance of the Series 2024 Bond and agrees that it will proceed with the issuance thereof. The proceeds from the sale of the Series 2024 Bond shall be applied as provided in the Resolution, and the City, through the execution ofthis Intergovernmental Contract, hereby approves the issuance oft the Series 2024 Bond. The Agency shall provide the City and the Purchaser a certified copy of the Resolution, which resolution as SO approved by the Agency is  hereby approved and incorporated by reference.  Section 3.02. Security for Payments under this intergovernmental Contract. The obligation ofthe City to make payments undert this Intergovernmental Contract shall constitute ag general obligation oft the City, payable out ofany funds lawfully available to it for such purpose, from whatever source derived (including general funds). The City covenants and agrees that in order to make funds available for such purpose in each Fiscal Year, it will, ini 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 hereunder, whether or not any other sums are included in such measure, until all payments sO required to be made hereunder shall have been made in full. The obligation of the City to make any payments that may be required to be made from its general funds shall constitute a general obligation oft the City and a pledge of the full faith and credit of the City to provide the funds required to fulfill any such obligation. In the event for any reason any such provision or appropriation is not made as provided in this Section 3.02, then the fiscal officers of the City are hereby authorized and directed to set up as an appropriation on their accounts in the appropriate Fiscal Year the amounts required to pay the obligations that may be due from the general funds of the City. The amount ofs such appropriation shall be due and payable and shall be expended for the purpose of paying any such obligations, and such appropriation shall have the same legal status as ifthe City had included the amount ofthe appropriation in its general revenue, appropriation, and budgetary measures, and the fiscal officers ofthe City shall make such payments tot the Agency iff for any reason the payment of such obligations shall not otherwise have  (a)  been made.  (b) The City covenants and agrees that it shall, to the extent necessary, levy an annual ad valorem tax on all taxable property located within the corporate limits of the City, as now existent and as the same may hereafter be extended, at such rate or rates, as may be necessary to produce in each year revenues that will be sufficient to fulfill the City's obligations under this Intergovernmental Contract, from which revenues the City agrees to appropriate sums sufficient to pay in full when due all oft the City's obligations under this Intergovernmental Contract. The City hereby grants a lien in favor of the Agency on any and all revenues realized by the City from  12    such tax, to make the payments that are required under this Intergovernmental Contract. Nothing herein contained, however, shall be construed as limiting the right ofthe City to make the payments called for by this Intergovernmental Contract out of any funds lawfully available to it for such  purpose, from whatever source derived (including general funds).  Section 3.03.Security for the Bonds. As security for the payment of the Bonds, the Agency has adopted the Resolution. The City hereby assents to the assignment and pledge of the Pledged Revenues made in the Resolution and hereby agrees that its obligations to make all payments under this Intergovernmental Contract shall be absolute and shall not be subject to any defense, except payment, or to any right of setoff, counterclaim, or recoupment arising out ofany breach by the Agency ofany obligation to the City, whether hereunder or otherwise, or arising out of any indebtedness or liability at any time owing to the City by the Agency. The City further agrees that all payments required to be made under this Intergovernmental Contract, except for those arising out of Unassigned Rights, shall be paid directly to the Sinking Fund Custodian for the account oft the Agency for deposit to the Sinking Fund. The Bondholders shall have all rights and remedies herein accorded to the Agency (except for Unassigned Rights), and any reference herein to the Agency shall be deemed, with the necessary changes in detail, to include the Bondholders, and the Bondholders are deemed to be and are third party beneficiaries of the  representations, covenants, and agreements of the City herein contained.  Section 3.04. Reserved. Section 3.05. Reserved. Section 3.06.1 Reserved. Section 3.07.Reserved.  13    ARTICLEIV  THE PROJECT; ISSUANCE OF THE SERIES 2024 BOND; PROJECT FUND  Section 4.01.Agreement to Acquire, Construct and Install the Improvements and Equipment. Withinareasonable time following thei issuance ofthe Series 2024 Bond, the Agency will acquire and construct the Improvements and acquire and install the Equipment, as described int the Plans and Specifications. The. Agency hereby authorizes the City, as its sole and exclusive agent, to acquire, construct and install the Improvements and the Equipment. The Agency further authorizes the City, as its sole and exclusive agent, to enter into contracts necessary or advisable to carry out the Project, including, without limitation, construction, contracts, services contracts, real and personal property leases, licenses, easements, insurance contracts, and agreements for the sale or other disposition ofp personal property. The City agrees ()that it will exercise the foregoing authorizations given to it by the Agency and (ii) that it will cause the Equipment to be acquired in the name of the City. The Agency will enter into, or accept the assignment of, such contracts as the City may request in order to effectuate the purposes ofthis Section 4.01 but it will not execute any other contract or give any order for such construction or such purchase of material, supplies, furnishings, or equipment unless and until the City shall have approved the same in writing. The City covenants to cause the Improvements tol be constructed without material deviation from the Plans and Specifications and the Construction Contracts and warrants that this will result ini facilities suitable for use by the City and that all real and personal property provided for therein isr necessary or appropriate in connection with the Project. The City may make changes in or additions to the Plans and Specifications. The City agrees that the Agency and its duly authorized agents shall have access to the Project as may reasonably be necessary to ensure that the City is performing its obligations hereunder. The Agency and its duly authorized agents shall also be permitted, at all reasonable times, to examine the books, records, reports and other papers of the City with respect to the Project. The City shall obtain or cause to be obtained all necessary approvals from any and all governmental agencies requisite to undertaking the acquisition, construction and installation ofthe Project. The Project shall be acquired, constructed and installed inc compliance with all federal, state and local laws, ordinances and regulations applicable thereto. The City agrees, as agent of the Agency, to complete the acquisition, construction, equipping andi installation ofthel Project as promptlya as practicable and with all reasonable dispatch after the date of issuance and sale of the Series 2024 Bond, and in connection therewith shall expend or cause to be expended moneys on deposit in the Project Fund, including, but not limited to, preparing any and all checks, requisitions and certifications required by this Intergovemmenta. Contract and the Resolution to withdraw moneys to pay costs of the acquisition, construction and installation ofthe Project. The City acknowledges that the Agency bears no responsibility for the design, construction, installation or equipping of the Project, except to the extent oft the amounts properly requisitioned and applied from the proceeds of the Series 2024 Bond and any Additional Bonds issued in connection with the Project, as, and to the extent applicable. The City shall to the fullest extent permitted by law, hold the Agency, its members, officers, officials, agents and counsel harmless for all claims arising out ofthe design, construction or installation ofthel Project.  14    Section 4.02.Agreement to Issue the Series 2024 Bond; Application of Proceeds. In order to provide funds for payment oft the Costs of the Project and for the other purposes set forth int the Resolution, the Agency agrees that it will sell and cause to be delivered to the Purchaser the Series 2024 Bond in the original principal amount of $3,100,000 and shall thereupon deposit the proceeds from the sale oft the Series 2024 Bond in the Series 2024 Project Account ofthe Project Fund as provided in Section 401 ofthe Resolution and will use the moneys deposited in the Series 2024 Series 2024 Project Account ofthe Project Fund toj pay the Costs oft the Project and the costs  ofissuance of the Series 2024 Bond.  Section 4.03.Application of Moneys in the Project Fund. The Agency shall in the Resolution authorize and direct the Project Fund Depository to use the moneys in the Project Fund  for the following purposes (but for no other purposes): as provided in Section 502 ofthe Resolution; and  (a) payment of any costs and expenses relating to the Project that would constitute a "cost of the urban redevelopment project" permitted to be paid by the. Agency under the Act and  (b) payment of the costs ofi issuing the Series 2024 Bond or any Additional Bonds. At the written direction of the City, all proceeds of Series 2024 Bond or any Additional Bonds remaining in the Project Fund ninety (90) days following the completion oft the Project, as certified in Section 504 of the Resolution, less amounts retained or set aside to meet costs not then due and payable or that are being contested, shall, subject to the opinion of counsel, be used () to pay principal on the Series 2024 Bond when due through and including April 1, 2030, or to optionally prepay all oral portion ofthe Series 2024 Bond pursuant to Section 301 ofthe Resolution or to redeem any Additional Bonds pursuant to the terms of the supplemental resolution pursuant to which such Additional Bonds were issued, or (ii) for any other purpose permitted by the Act. Section 4.04.Disbursements from the Project Fund. All disbursements from the Project Fund shall be made upon draft, signed by the Authorized City Representative, but before they shall sign any such draft, there shall be filed with the Project Fund Depository a requisition for such payment (the above-mentioned draft may be deemed a requisition for the purpose of this  Section 4.04), in the form attached as Exhibit E to the Resolution.  Section 4.05.Obligation of the Parties to Cooperate in Furnishing Documents; Reliance ofthe Project Fund Depository. Upon payment ofany expenses ofthe Agency incurred in connection therewith pursuant to Section 5.03(b) hereof, the Agency agrees to cooperate with the City in furnishing to the Project Fund Depository the documents referred to in Section 4.04 hereofthat are required to effect payments out oft the Project Fund, and the Agency agrees to cause such orders to be directed to the Project Fund Depository as may be necessary to effect payments out ofthe Project Fund, in accordance with Section 4.04 hereof. Such obligation oft the Agency is subject to any provisions of the Resolution requiring additional documentation with respect to payments and shall not extend beyond the moneys ini the Project Fund available for payment under the terms ofthe Resolution. Ini making any such payment from the Project Fund, the Project Fund  15    Depository may rely on any such orders and certifications delivered to it pursuant to Section 4.04  hereof.  Section 4.06. Establishment of Completion Date. The Completion Date with respectto projects funded with proceeds of a series of Bonds shall be evidenced to the Project Fund Depository by a certificate ofs substantial completion listing the items to be completed or corrected, ifany, and the amounts to be withheld therefor, signed by the Authorized Agency Representative and the Authorized City Representative stating that, except for amounts retained by the Project Fund Depository for Costs ofthe Project not then due and payable, ()alll labor, services, materials, and supplies used in such acquisition, construction, and installation have been paid or provided for, (ii) all other facilities necessary in connection with the acquisition, construction, and installation of the Improvements have been constructed, acquired, and installed and all costs and expenses incurred in connection therewith have been paid or provided for, and (ii) any certificates of occupancy or other appropriate permits for the Improvements have been issued by appropriate local governmental authorities. Notwithstanding the foregoing, such certificate may state that iti is given without prejudice to any rights against third parties that exist at the date of such certificate ort that may subsequently come into being. It shall be the duty oft the City to cause the certificate contemplated by this Section 4.06 to be furnished as soon as the acquisition, construction, and  installation of the Improvements shall have been substantially completed.  Section 4.07.City Required to Pay Project Costs in Event Project Fund Insufficient. Ini the event moneys in the Project Fund available for payment of Costs of the Project shall not be sufficient to pay the costs thereofini full, the City agrees to complete the acquisition, construction and installation of the Project and to pay all that portion oft the Costs of the Project as may be in excess oft the moneys available therefor in the Project Fund out ofany funds lawfully available to it for such purpose, from whatever source derived. The Agency does not make any warranty, either express or implied, that the moneys which will be paid into the Project Fund and which, under the provisions ofthis Intergovernmental Contract, will be available forj payment ofthe Costs of the Project (together with any additional funds provided by the City), will be sufficient to pay all the costs that will bei incurred in that connection. The City agrees that ifa after exhaustion ofthe moneys in the Project Fund the City shall pay any portion of the Costs of the Project pursuant to the provisions oft this Section 4.07, it shall not be entitled to any reimbursement therefor from the Agency or the Project Fund Depository, nor shall it be entitled to any diminution of the amounts  payable under Section 5.03 hereof.  Section 4.08.Authorized City and Agency Representatives: and Successors. The City and the Agency, respectively, shall designate, in the manner prescribed in Section 1.01 hereof, the Authorized City Representative and the Authorized Agency Representative. Ini the event that any person sO designated and his or her alternate or alternates, if any, should become unavailable or unable to take any action or make any certificate provided for or required in this Intergovernmental  Contract, a successor shall be appointed in the same manner.  Section 4.09.Enforcement of Remedies Against Contractors and Subcontractors and their Sureties and Manufacturers. The City covenants that it will take such action and institute such proceedings as shall be necessary to cause and require all contractors and subcontractors and material suppliers to complete their contraçts diligently in accordance with the terms of such contracts, including, without limitation, the correction of any defective work, with  16    all expenses incurred by the City in connection with the performance ofi its obligations under this Section 4.09 to be considered part of the Costs oft the Project referred to in Section 4.03 hereof. The Agency agrees that the City may, from time to time, in its own name, or in the name oft the Agency, take such action as may be necessary or advisable, as determined by the City, to ensure the construction of the Improvements in accordance with the terms oft the Construction Contracts and the Plans and Specifications, to ensure the peaceable and quiet enjoyment of the Project, and to ensure the performance by the Agency of all covenants and obligations of the Agency under this Intergovernmental Contract, with all costs and expenses incurred by the City in connection therewith to be considered as part oft the Costs of the Project referred to in Section 4.03 hereof. All amounts recovered by way of penalties, damages, whether liquidated or actual, refunds, adjustments, or otherwise in connection with the foregoing prior to the Completion Date, less any unreimbursed legal expenses incurred to collect the same, shall be paid into the Project Fund and, after the Completion Date, shall be disbursed pursuant to the provisions of Section 4.03(c) ofthis  Intergovernmental Contract.  The City covenants that it will take such action and institute such proceedings as shall be necessary to cause and require any manufacturers of the Equipment and any dealer to fulfill their warranties and contractual responsibilities diligently in accordance with the terms ofany purchase and installation contracts, including, without limitation, the correction of any defective parts or workmanship, with all expenses incurred by the City in connection with the performance of its obligations under this Section 4.09 to be considered part of the Costs of the Project referred to in Section 4.03 hereof. The Agency agrees that the City may, from time to time, take such action as may be necessary or advisable, as may be determined by the City, to ensure the conformity oft the Equipment to the specifications therefor, with all costs and expenses incurred by the City in connection therewith to be considered as part ofthe Costs ofthe Project referred toi in Section 4.03  hereof.  Section 4.10.1 Investment of Project Fund. Subject to Section 501 of the Resolution, any moneys held as a part oft the Project Fund shall be invested or reinvested by the Project Fund Depository at the written direction of the Authorized City Representative in such Permitted Investments as may be designated by the City. The Project Fund Depository may make any and all such investments through its own bond or investment department or through its broker-dealer  affiliate.  The investments SO purchased shall be held by the Project Fund Depository and shall be deemed at all times a part of the Project Fund, and the interest accruing thereon and any profit realized therefrom shall be credited to the Project Fund, and any losses resulting from such  investments shall be charged to the Project Fund and paid by the City.  Section 4.11.Reserved. Section 4.12.] Reserved. Section 4.13 Reserved.  17    ARTICLEV  EFFECTIVE DATE OF AGREEMENT; DURATION OF TERM;  NATURE OF OBLIGATIONS OF CITY  Section 5.01.Term of Agreement. This Intergovermental Contract shall become effective upon its delivery, subject to the provisions ofthis Intergovernmental Contract permitting earlier termination (including particularly Article VII hereof), or if all the amounts payable pursuant to Section 5.03 hereofhave not been paid or retired, until such date as such payment shall have been made; provided, however, that the covenants and obligations expressed herein shall survive the termination of this Intergovemmental Contract, but in no event shall the term of this  Intergovernmental Contract exceed fifty (50): years.  Section 5.02.Delivery and Acceptance of Possession. The Agency agrees to deliver to the City sole and exclusive possession and use of the Project promptly following execution and delivery of this Intergovernmental Contract and the City will accept possession and use of such Project. The City shall operate the Project or shall cause the Project to be operated and shall pay all costs of operating the Project or shall cause all costs of operating the Project to be paid, including, without limitation, salaries, wages, employee benefits, the payment of any contractual obligations incurred pertaining to the operation of the Project, costs of materials and supplies, rentals ofleased property,real or personal, insurance premiums, audit fees, any incidental expenses and such other charges as may be properly made for the purpose of operating the Project. Section 5.03. Basic Payments and Other Amounts Payable. (a) Until the principal of, and premium, ifany, and interest on, the Bonds shall have been fully paid, the City shall pay to the Sinking Fund Custodian for the account of the Agency, on or before each March 20 and each September 20, commencing September 20, 2024, until the earlier of (i) April 1, 2030 or (ii) the date that there are no Bonds Outstanding, a sum equal to the amount payable on such date as principal of and interest on, the Bonds, as provided in the Resolution. Each payment under this Section due on an interest or principal payment date until the Bonds are fully paid or payment is provided therefor in accordance with the Resolution, shall in all events be sufficient, after giving credit for funds held in the Sinking Fund available for such purpose, to pay the total amount of interest and principal payable on the Bonds ont the principal ori interest payment date or prepayment or redemption date. Any payment shall be reduced and need not be made to the extent that there are moneys in the Sinking Fund in excess oft the amount required for the payment of interest for which checks or drafts have been mailed by or on behalf oft the Agency, and past due interest in all cases where the Bonds have not been presented for payment. Any payment not received by the Sinking Fund Custodian when due shall continue as an obligation ofthe City until paid and shall bear interest at the rate ofinterest on the Bonds to which such payment relates.  (b) The City agrees to pay all reasonable out-of-pocket cost and expenses of the Agency, the Project Fund Depository and the Sinking Fund Custodian incurred in connection with their negotiation, structuring, documenting, and closing the Bonds, including, without limitation, the reasonable foes and disbursements ofc counsel for the Agency and the City and Bond Counsel. The City agrees to pay all reasonable out-of-pocket costs and expenses of the Agency and the Project Fund Depository incurred in connection with their administration or modification of, or in connection with the preservation of their rights under, enforcement of, or any refinancing,  18    renegotiation, restructuring, or termination of, any Bond Document or any instruments referred to therein or any amendment, waiver, or consent relating thereto, including, without limitation, the reasonable fees and disbursements of counsel for the Agency, counsel for the Project Fund  Depository and counsel for the Sinking Fund Custodian.  Such additional payments shall be billed to the City by the Agency, from time to time, together with a statement certifying that the amount billed has been incurred or paid by such party for one or more ofthe above items. Amounts SO billed shall be paid by the City within thirty (30)  days after receipt oft the bill by the City.  (c) In the event the City shall fail to make any of the payments required in this Section 5.03, the item or installment SO in default shall continue as an obligation oft the City until  the amount in default shall have been fully paid.  Section 5.04.Place of Payments. The payments provided for in Section 5.03(a) hereof shall be paid in lawful money of the United States of America directly to the Sinking Fund Custodian for the account oft the Agency and shall be deposited in the Sinking Fund. The payments ofadditional payments to be made pursuant to Section 5.03(b) hereof shall be paid directly to the Agency, the Project Fund Depository or the Sinking Fund Custodian fori its own use.  Section 5.05. Nature of Obligations ofCity Hereunder. (a) The obligations oft the City tor make the payments required in Section 5.03 hereofand other sections hereofand to perform and observe any and all oft the other covenants and agreements on its part contained herein shall be a general obligation of the City and shall be absolute and unconditional irrespective ofany defense or any rights of setoff, recoupment, or counterclaim, except payment, it may otherwise have against the Agency. The City agrees that it shall not () suspend, abate, reduce, abrogate, diminish, postpone, modify, or discontinue any payments provided for in Section 5.03 hereof, (ii) fail to observe any of its other agreements contained in this Intergovernmental Contract, or (iii) except as provided in Article VII hereof, terminate its obligations under this Intergovemmental Contract for any contingency, act of God, event, or cause whatsoever, including, without limiting the generality of the foregoing, failure of the Agency or the City to complete the acquisition, construction. andi installation oft the Improvements, failure ofthe City to occupy or to use the Project as contemplated in this Intergovernmental Contract or otherwise, any change or delay in the time of availability of the Project, any acts or circumstances that may impair or preclude the use or possession of the Project, any defect in the title, design, operation, merchantability, fitness, or condition of the Project or in the suitability oft the Project for the City's or the Agency's purposes or needs, failure of consideration, any declaration or finding that the Bonds are unenforceable or invalid, the invalidity of any provision of this Intergovernmental Contract, any acts or circumstances that may constitute an eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain oft title to or the use ofa all or any part oft the Project, failure ofthe Agency's title to the Project or any part thereof, commercial frustration of purpose, any change in the tax or other laws of the United States of America or oft the State or any political subdivision of either thereof or in the rules or regulations of any governmental authority, or any  19    failure of the Agency to perform and observe any agreement, whether express or implied, or any duty, liability, or obligation arising out of or connected with this Intergovernmental Contract. (b) Nothing contained in this Section 5.05 shall be construed to release the Agency from the performance of any of the agreements on its part herein contained. In the event the Agency should fail to perform any such agreement on its part, the City may institute such action against the Agency as the City may deem necessary to compel performance SO long as such action does not abrogate the City's obligations hereunder. The Agency hereby agrees that it shall not take or omit to take any action that would cause this Intergovernmental Contract to be terminated. The City may, however, at its own cost and expense and in its own name or in the name of the Agency, prosecute or defend any action or proceeding or take any other action involving third persons that the City deems reasonably necessary in order to secure or protect its right of possession, occupancy, and use hereunder, and in such event the Agency hereby agrees to cooperate fully with the City and to take all action necessary to effect the substitution of the City  for the Agency in any such action or proceeding ifthe City shall SO request.  ARTICLE' VI  ADDITIONAL COVENANTS  Section 6.01.No Warranty ofCondition or Suitability by the Agency. THE. AGENCY MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, ASTOTHE HABITABILITY, MERCHANTABILITY, CONDITION, OR WORKMANSHIP OF ANY PART OF THE PROJECT OR THATIT WILL BE SUITABLE FOR THE CITY'S PURPOSES OR NEEDS. Section 6.02.Indemnity. To the extent permitted by the laws and Constitution of the State, the City shall protect, hold harmless, and indemnify the Agency from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of cause thereof, and expenses in connection therewith, including, without limitation, fees and expenses of legal counsel, penalties, and interest arising out of or as a result of: the entering into of the Bond Documents or any transactions contemplated thereby, but not including any acts or omissions by the indemnified party; the ownership of any portion of the Project; the ordering, acquisition, construction, use, operation., condition, purchase, delivery, rejection, storage or return ofany item of the Project; or any accident in connection with the construction, operation, use condition, possession, storage or return of any item oft the Project resulting in damage to property or injury to or death of any person. The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Intergovernmental Contract and shall survive the termination ofthis Intergovernmental Contract for any reason.  Section 6.03. Reserved.  Section 6.04.Insurance. To the extent deemed necessary, the City will cause to be bonded its employees or agents handling funds ofthe Project in amounts adequate fori its protection and it shall procure and maintain or cause to be maintained insurance on the physical properties of thel Project ofthel kinds andi in the amounts normally carried by private companies or other agencies engaged in the operation of similar properties SO long as any Bonds are outstanding. Such insurance shall include: (i) fire and extended coverage insurance on the insurable portions of the  20    Project with a responsible insurance company or companies authorized and qualified to do business under the laws of the State of Georgia; (ii) public liability insurance relating to the operation of the Project; and (iii) vehicular public liability insurance on any vehicle owned or operated by the City and used in the operation of the Project. Such insurance may provide reasonable and customary coverage and deductibles for agencies and governmental authorities operating similar facilities, provided that such insurance in such amount is available at a cost which, in the opinion of the City, will not impose an unreasonable financial burden, or the City may self-insure against such claims and risks, or the City in its discretion, may provide for any combination of the foregoing. The proceeds of such fire and extended coverage policies are pledged as security for the payment ofthe Contract Payments, but shall be available for and shall, to the extent necessary and desirable, be applied to the repair and replacement oft the damaged or destroyed property. In the event the proceeds of such policies are not used for that purpose, then same shall be deposited in the Sinking Fund. Proceeds from the fidelity bonds on employees and agents shall be paid into the appropriate fund. All insurance policies and fidelity bonds shall be open to the inspection of the Bondholders ort their duly authorized representatives at all reasonable  times. All insurance policies shall name the Agency as an additional insured.  Section 6.05. Operation and Maintenance of the Project; Modification ofl Project. (a) The City agrees that, at all times while any Bonds are Outstanding () the City will cause the Project to be operated and maintained in good repair and in accordance herewith and (ii) the City will be responsible for maintaining and operating the Project Without limiting the foregoing, the City agrees that it will maintain the Project in an efficient and economical manner, that it will at all times maintain the Project in good repair and in sound operating condition, that it will make all repairs and replacements to the Project necessary in the judgment of the City and that it will comply with all valid acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to the Project and its operation thereof. (b) The City may, from time to time, in its sole discretion and ati its own expense, make any additions, modifications or improvements to the Project, which it may deem desirable for its  purposes.  Section 6.06. Release Covenant. The City releases the Agency from, and covenants and agrees that the Agency shall not be liable for, all claims by or on behalf of any person arising from: (i) the conduct or management of, or from any work or thing done in or on, the Project during the term hereof; (ii) any condition ofthe Project; (ii) any breach or default on the part oft the City in the performance of any ofi its obligations under this Intergovermental Contract; (iv) any act of negligence of the City or of any agents, contractors, servants, employees or licensees oft the City  21    orofany lessee or tenant oft the City; and (v) any loss or damage to property or any injury to or death of any persons occurring on or about or resulting from any defect in the Project.  ARTICLE' VII  ASSIGNMENT; PREPAYMENTS  Section 7.01.No Assignment by City. This Intergovernmental Contract may notl be sold, assigned, or encumbered by the City without the prior written consent of the Agency and the  Bondholders.  Section 7.02. Prepayment of Series 2024 Bond and Additional Bonds. The Agency, at the written request of the City at any time and ifthe Series 2024 Bond or any Additional Bonds are then prepayable or callable, and ift there are funds available therefor, shall forthwith take all steps that may be necessary under the applicable prepayment or purchase provisions of the Resolution to effect prepayment, redemption or purchase of all or part of the then outstanding Series 2024 Bond or any Additional Bonds, as may be specified by the City, on the earliest date on which such prepayment, redemption or purchase may be made under such applicable provisions. The City acknowledges that the Series 2024 Bond may be optionally prepaid at any  time.  Section 7.03. Prepayment of Contract Payments. There is expressly reserved to the City the right, and the City is authorized and permitted, at any time it may choose, to prepay all or any part of the Contract Payments and other amounts payable under Section 5.03 hereof, and the Agency agrees that the Sinking Fund Custodian may accept such prepayments of Contract Payments and other amounts when the same are tendered by the City. All Contract Payments and other amounts SO prepaid shall at the written direction oft the City be credited toward the Contract Payments and other amounts specified in Section 5.03 hereof, in the order of their due dates, or applied to the retirement of the Series 2024 Bond and any Additional Bonds prior to maturity (either by redemption or purchase) in accordance with the Resolution. The City shall also have the right to surrender the Series 2024 Bond and any Additional Bonds acquired by iti in any manner whatsoever to the Agency for cancellation, and such Series 2024 Bond and any Additional Bonds, upon such surrender. and cancellation, shall be deemed to be paid and retired and shall be allocated  as credits to Contract Payments as provided in the Resolution.  Section 7.04. Option to Prepay the Contract Payments and Prepay or Redeem the Bonds. The City shall also have the option to prepay Contract Payments and other amounts payable under this Intergovernmental Contract in such manner and amounts as will enable the Agency to (i) prepay the Series 2024 Bond prior to maturity in whole or in part on any date as provided in Section 301 ofthe Resolution and (ii) redeem any Additional Bonds, as provided in the supplemental resolution approving such Additional Bonds. The Series 2024 Bond prepaid pursuant to this Section shall be prepaid in accordance with Article III of the Resolution. The Contract Payments and other amounts payable by the City in the event ofits exercise oft the option granted under this Section shall be () in the case of partial prepayment or redemption, the amount necessary to pay principal, all interest to accrue to the prepayment or redemption date and the applicable premium as provided in Section 301 of the Resolution or such amounts required by such supplemental resolution with respect to Additional Bonds and (i) in the çase of a total  22    prepayment or redemption, the amounts set forthi in Article III ofthe Resolution and the applicable premium, as provided in Section 301 of the Resolution or such amounts required by such  supplemental resolution with respect to Additional Bonds.  ARTICLE VIII  EVENTS OF DEFAULT AND REMEDIES  Section 8.01. Events of Default Defined. The following shall be "Events of Default" under this Intergovernmental Contract, and the terms "Event ofDefault" or "Default" shall mean, whenever they are used in this Intergovernmental Contract, any one or more of the following  events:  (a) The City's failure to pay the amounts required to be paid under Section 5.03(a) of (b) The City's breach in any material respect of any representation or warranty contained in this Intergovernmental Contract or the City's failure to observe, perform, or comply with any covenant, condition, or agreement in this Intergovernmental Contract on the part of the City to be observed or performed, other than as referred to in subsection (a) of this Section 8.01, for a period ofthirty (30) days after written notice specifying such breach or failure and requesting that it be remedied, given to the City by the Agency or the Bondholders, unless the Bondholders shall agree in writing to an extension ofs such time prior to its expiration, provided that such thirty (30) day notice and cure period shall not apply to a breach of Section 9.05. In the case ofany such breach or default that cannot with due diligence be cured within such thirty (30) day period but can be wholly cured within aj period oft time not materially detrimental to the rights ofthe Agency and the Bondholders, to be determined conclusively by the Bondholders, it shall not constitute an Event of Default if corrective action is instituted by the City within the applicable period and diligently pursued until the breach or default is corrected in accordance with and subject to any  this Intergovernmental Contract at the times specified therein.  directions or limitations of time established in writing by the Bondholders.  (c) The City shall (i) apply for or consent to the appointment of or the taking of possession by a receiver, custodian, trustee, or liquidator ofit or of all or a substantial part ofi its property, (ii) enter into an agreement of composition with its creditors, (ini) admit in writing its inability to pay its debts as such debts become due, (iv) make a general assignment for the benefit of its creditors, (v) commence a voluntary case under the federal bankruptcy law (as now or hereafter in effect), (vi) file aj petition or answer seeking to take advantage ofany other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (vii) fail to controvert in a timely or appropriate manner or acquiesce in writing to any petition filed against it in an involuntary case under such federal bankruptcy law, or (viii) take any action  for the purpose ofe effecting any ofthe foregoing.  (d) A proceeding or case shall be commenced, without the application oft the City, in any court of competent jurisdiction, seeking () the liquidation, reorganization, dissolution, winding-up, or composition or adjustment of debts of the City, (ii) the appointment of a trustee, receiver, custodian, liquidator, or the like ofthe City or of all or any substantial part of the assets ofit, or (ii) similar reliefi in respect of the City under any law relating to bankruptcy, insolvency,  23    reorganization, winding-up, or composition and adjustment of debts, and such proceeding or case shall continue undismissed or an order, judgment, or decree approving or ordering any of the foregoing shall be entered and shall continue unvacated and unstayed and in effect for a period of  sixty (60) days, whether consecutive or not.  Section 8.02. Remedies on Default. Whenever any Event of Default referred to in Section 8.01 hereof shall have happened and be continuing the Agency, in its discretion, may  exercise any one or more of the following remedies:  (a) The Agency may have access to and inspect, examine, and make copies of the (b) The Agency may from time to time take whatever action atl law or in equity or under the terms ofthis Intergovernmental Contract may appear necessary or desirable to collect amounts payable by the City hereunder then due or thereafter tol become due, ort to enforce performance-and observance of any obligation, agreement, or covenant of the City under this Intergovernmental  books and records and any and all accounts and similar data of the City.  Contract.  No action taken pursuant to this Section 8.02 shall relieve the City from its obligations pursuant to Section 5.03 hereof, all of which shall survive any such action, and the Agency may take whatever action at Law or in equity as may appear necessary and desirable to collect the amounts then due and thereafter to become due or to enforce the performance and observance of  any obligation, agreement, or covenant oft the City hereunder.  Section 8.03.No Remedy Exclusive. No remedy herein conferred upon or reserved to the Agency is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall bei in addition to every other remedy given under this Intergovernmental Contract or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Agency to exercise any remedy reserved to it in this Article VIII, it shall not be necessary to give any notice, other than such notice as may be herein expressly required. Such rights and remedies asa are given the Agency hereunder shall also extend to the Bondholders, and the Bondholders shall be deemed a third party beneficiary of all covenants and agreements herein contained.  Section 8.04.. Agreement to Pay Feesand Expenses. Ifan Event ofDefault should occur and the Agency or the Bondholders should employ attomeys, accountants, or other experts ori incur other expenses for the collection of amounts due hereunder or the enforcement of performance or observance ofany obligation or agreement on the part ofthe City herein contained, the City agrees that it shall on demand therefor pay to the Agency and to the Bondholders for the account of the Agency the reasonable fees of such attorneys, accountants, or other experts and such other expenses sO incurred by the Agency and the Bondholders. Any attomeys' fees required to be paid by the City under this Intergovernmental Contract shall include attorneys' and paralegals' fees  24    through all proceedings, including, but not limited to, negotiations, administrative hearings, trials,  and appeals.  Section 8.05. Waiver of Events of Default. Subject to Section 9.05, the Agency may waive any Event ofDefault hereunder: and its consequences. In case ofany such waiver, orin case any proceeding taken by the Agency or the Bondholders on account ofany such Event ofl Default shall be discontinued or abandoned or determined adversely to the Agency or the Bondholders, then and in every such case the Agency and the City shall be restored to their former position and rights hereunder, but no such waiver or rescission shall extend to or affect any subsequent or other Event of Default or impair or exhaust any right, power, or remedy consequent thereon.  ARTICLEI IX MISCELLANEOUS  Section 9.01.Notices. All notices, certificates, and other communications provided for hereunder shall be in writing and sent (i) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (ii) by registered or certified mail with return receipt requested (postage prepaid), or (iii) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent to any party hereto at the following addresses or to such other address as any party hereto shall have  specified in writing to the other party: Ifto the Agency:  Urban Redevelopment Agency oft the City of] Hampton  17E. Main Street South Hampton, GA 30228 Attn: Chairperson Hunton Andrews Kurth LLP 600 Peachtree Street, Suite 4100 Atlanta, Georgia 30308 Attn: Douglass P. Selby, Esq. City of Hampton, Georgia 17E. Main Street South Hampton, GA 30228 Attention: City Manager LFI Barnes Law, LLC P.O. Box 250464 Atlanta, Georgia 30325 Attn: L'Erin Barnes Wiggins, Esq.  Withacopy to:  Ifto the City:  With a copy to:  Notices under this Section 9.01 will be deemed given only when actually received.  Any notice required to be given hereunder to any party shall also be provided to the Initial  Bondholder at the address provided ini the Resolution.  25    Section 9.02. Construction and Binding Effect. This Intergovemmental Contract constitutes the entire agreement of the parties and supersedes any prior agreements. This Intergovernmental Contract shall inure to the benefit ofand shall be binding upon the Agency, the City, and their respective successors and assigns subject, however, to the limitations contained in  Section 7.01 hereof.  Section .03.Severability. Int the event any provision ofthis Intergovernmental Contract shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall  not invalidate or render unenforceable any other provision hereof.  Section 9.04.. Amounts Remaining in Funds. Itis is agreed by the parties hereto that any amounts remaining in the Project Fund or other funds provided for herein upon expiration or sooner termination of this Intergovernmental Contract, as provided in this Intergovernmental Contract, after payment in full of the Contract Payments and the Bonds, the fees, charges, and expenses of the Agency and the Bondholders, in accordance with the terms hereof, and all sums due and owing toi the Agency, shall belong to and bej paid tot the City by the Agency as overpayment  ofContract Payments.  Section 9.05.Amendments, Changes, and Modifications. This Intergovernmental Contract may not be amended, changed, modified, altered, or terminated, and the observance of  any term hereof may not be waived, except in accordance with the Resolution.  Section 9.06.Counterparts; Electronic Execution. The Chairperson or the Vice Chairperson oft the Agency are eachl hereby authorized to execute this Intergovernmental Contract, and all other documents and certificates related to the issuance and delivery of the Series 2024 Bond, by electronic or digital signature including but not limited to emailed PDF or other electronic means that reproduces an image oft the actual executed signature page, and such electronic pages shall constitute an original signature and shall be of the same legal effect, validity or enforceability as a manually executed, physically delivered or paper-based signature, as the case may be, and it is further found and determined that such electronic signatures are expressly permitted under the  Uniform Electronic Transactions Act (O.C.G.A. Section 10-12-1, et.seq.).  Section 9.07.Law Governing Construction oft this Intergovernmental Contract. This Intergovernmental Contract is prepared and entered into with the intention that the law oft the State ofGeorgia, exclusive of such state's rules governing choice of law, shall govern its construction. Section 9.08. Immunity ofOfficials, Officers, and Employees of Agency and City. No recourse shall be had for the enforcement of any obligation, covenant, promise, or agreement of the Agency or the City contained int this Intergovernmental Contract or for any claim based hereon or otherwise ini respect hereof against any member ofa Governing Body, officer, or employee, as such, in his or her individual capacity, past, present, or future, of the Agency, the City, or any successor body, whether by virtue ofa any constitutional provision, statute, or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly agreed and understood that this Intergovernmental Contract is solely a corporate obligation of the City and the Agency payable only from the funds and assets of the City and the Agency herein specifically provided to be subject to such obligation and that no personal liability whatsoever shall attach to, or be incurred by, any member of a Governing Body, officer, or employee, as such, past, present, or future, of  26    the City or the Agency, or of any successor corporation, either directly or through the City, the Agency, or any successor corporation, under or by reason of any of the obligations, covenants, promises, or agreements entered into between the Agency and the City whether contained ini this Intergovernmental Contract or ini the Resolution or to be implied herefrom or therefrom as being supplemental hereto or thereto, and that all personal liability of that character against every such memberofaGoveming Body, officer, and employee is, by the execution ofthis Intergovemmental Contract and as a condition of and as part of the consideration for the execution of this Intergovemmental Contract, expressly waived and released. The immunity of members of a Governing Body, officers, and employees of the Agency and the City under the provisions contained in this Section 9.08 shall survive the acquisition of the Project and the termination of  this Intergovernmental Contract.  Section 9.09.Survival of Warranties. All agreements, representations, and warranties of the parties hereunder, or made in writing by or on behalf of them in connection with the transactions contemplated hereby, shall survive the execution and delivery hereof, regardless of  any investigation or other action taken by any person relying thereon.  27    SIGNATURES AND SEALS  INWITNESS WHEREOF, the Agency has executed this Intergovernmental Contract by causing its name to be hereunto subscribed by its Chairperson and by causing the official seal of the Agency tol be impressed hereon and attested to by its Secretary, and the City has executed this Intergovernmental Contract by causing its name to be hereunto subscribed by its Mayor and by causing the official seal oft the City to be impressed hereon and attested by its City Clerk, all being  done as oft the day and year first above written.  URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON, GEORGIA  By:  Chairperson  (SEAL) Attest:  Secretary  (Intergovemmental Contract)    CITY OF HAMPTON, GEORGIA  By:  Mayor  (SEAL) Attest:  City Clerk  (Intergovemmental Contract)    EXHIBIT A  DESCRIPTION OF THE. PROJECT  The Project will include the (i) acquisition of real property and rehabilitation or demolition and removal of buildings and improvements thereon on blighted properties within the Urban Redevelopment Area, () installation, construction, or reconstruction of streets, transit facilities and improvements, sidewalks, streetscapes, and other improvements necessary for carrying out in the area the urban redevelopment provisions of the Act; and (iii) disposition of any property acquired in such Urban Redevelopment Area, including sale, initial leasing or retention by the municipality to public or private persons, ati its fair value for uses in accordance with the Plan.  (Intergovernmental Contract)    EXHIBIT: B  SCHEDULE OF BASIC PAYMENTS  Amounts set forth below are for Basic Payments due under Section 5.03(a).  Payment Date 10/1/2024 4/1/2025 10/1/2025 4/1/2026 10/1/2026 4/1/2027 10/1/2027 4/1/2028 10/1/2028 4/1/2029 10/1/2029 4/1/2030 Total:  Principal Component Interest Component Total Payment  -0- $ 110,000 -0- 95,000 -0- 100,000 -0- 105,000 -0- 110,000 -0- 2,580,000 $3,100,000  $3 39,269.25 87,265.00 84,168.50 84,168.50 81,494.25 81,494.25 78,679.25 78,679.25 75,723.50 75,723.50 72,627.00 72,627.00 911,919.25  $3 39,269.25 197,265.00 84,168.50 179,168.50 81,494.25 181,494.25 78,679.25 183,679.25 75,723.50 185,723.50 72,627.00 2,652,627.00 4,011,919.25  (Intergovemmental Contract)  127020.0000002 DMS 307072767v3    EXHIBIT! D  FORM OF SERIES 2024BOND    THIS BOND AND THE INSTRUMENTS HEREINAFTER DESCRIBED ARE SUBJECT TO AN INVESIMENTLETTER AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO THE TERMS OF SUCH  NVESIMENTLETTER.  No.R-1  $3,100,000  STATE OF GEORGIA  URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON  REVENUE BOND, TAXABLE SERIES 2024  BOND DATE July 10, 2024  RATE 5.630%  MATURITY DATE April 1, 2030  FOR VALUE RECEIVED, the Urban Redevelopment Agency oft the City ofl Hampton, Georgia, a public body corporate and politic duly created and validly existing under the Constitution and the laws of the State of Georgia (the "Agency"), hereby promises to pay solely from amounts in the sinking fund or otherwise pledged as security under the hereinafter defined Resolution, as hereinafter set forth, to Webster Bank, National Association or registered assigns,  the principal sum of  THREE MIILLION ONE HUNDRED THOUSAND DOLLARS  inl lawful money of the United States of America, on the date specified above, unless prepaid prior thereto as hereinafter provided, without the requirement for presentation and surrender hereofto the City of Hampton, Georgia, as Paying Agent and Bond Registrar, and to pay to the registered owner hereof solely from amounts in the sinking fund or otherwise pledged as security under the hereinafter defined Resolution, interest on the principal amount from the Interest Payment Date (hereinafter defined) next preceding the date of authentication of this bond to which interest has been paid (unless the date of authentication hereofis an Interest Payment Date to which interest has been paid, in which case from such Interest Payment Date, unless the date ofauthentication of this bond is after a Record Date (hereinafter defined) and prior to the next succeeding Interest Payment Date, then interest hereon shall be paid from the next Interest Payment Date, or unless the date of authentication is before the first Interest Payment Date, then in which case from the date of original issuance) at the rate of 5.630% per annum (the "Rate"). Interest shall be payable October 1, 2024 and semiannually thereafter on each April I and October 1 ofe each year (each an "Interest Payment Date"), until payment of the principal amount hereof. Payments of interest on this bond shall be made by check or draft payable to the registered owner as shown on the bond registration' book ofthe Agency kept by the Bond Registrar at the close ofbusiness on the fifteenth day ofthe calendar month next preceding each Interest Payment Date (a "Record Date") and such    interest payments shall be mailed to such registered owner at the address shown on the bond registration book. The final installment of principal shall only be paid upon presentation and  surrender oft this Bond to the Paying Agent.  This bond is issued as a single bond in the original principal amount of $3,100,000 (the "Series 2024 Bond"), for the purpose of financing all or a portion of the costs of (i) the design, acquisition, construction, installation and equipment of the Project, (ii) the acquisition of certain blighted properties within the Urban Redevelopment Area and (iii) certain costs ofi issuance related to the Series 2024 Bonds. The Series 2024 Bond is issued under the authority oft the Constitution and laws of the State of Georgia and pursuant to a resolution of the Agency adopted on June 11, 2024 (the "Resolution"). Reference to the Resolution is hereby made for a complete description of the funds charged with, and pledged to, the payment of the principal of and the interest on the Series 2024 Bond, the nature and extent of the security therefor, a statement of rights, duties and obligations ofthe Agency, and the rights ofthe owner of the Series 2024 Bond, to all the provisions of which the owner hereof, by the acceptance oft this bond, assents. Capitalized terms used herein  and not defined herein shall have the meanings set forth in the Resolution.  This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until this bond: shall have been authenticated: and registered upon the bond registration book ofthe. Agency kept for that purpose by the Bond Registrar, which authentication and registration shall be evidenced by the execution by the manual signature ofa  duly authorized signatory of the Bond Registrar of the certificate hereon.  This bond may be registered as transferred only upon the registration books kept for that purpose at the office ofthe Bond Registrar by the registered owner hereofin person, or by his or her attorney duly authorized in writing, upon presentation and surrender to the Bond Registrar of this bond duly endorsedi for registration oft transfer or accompanied! by an assignment duly executed by the registered owner or his or her attorney duly authorized in writing, and thereupon a new registered bond, in the same principal amount and oft the same maturity and interest rate shall be issued to the transferee in exchange therefor. Notwithstanding the foregoing, this Bond may only bet transferred to: (i) an affiliate ofthe Registered Owner hereof; (ii)a' "Bank" as defined in Section 3(a)(2) of the Securities Act of 1933 as amended (the "Securities Act"); (ii) an "Accredited Investor" as defined in Regulation D under the Securities Act; or (iv) a "Qualified Institutional Buyer" as defined in Rule 144A under the Securities Acta and otherwise as seti forth in an investment  letter of the Registered Owner.  Pursuant to an Intergovernmental Contract (the 'Intergovemmental Contract"), dated as of July 1, 2024, between the Agency and the City of Hampton, Georgia (the "City"), the City () agreed to make payments to the Agency in amounts sufficient to enable the Agency to pay the principal of and interest on the Series 2024 Bond when due, and (ii) agreed to levy an annual ad valorem tax on all taxable property located within the corporate limits of the City as may be necessary to produce in each year revenues that are sufficient to fulfill the City's obligations under the Intergovernmental Contract. Pursuant to the Resolution, the Agency has pledged the Intergovermmental Contract and all amounts due thereunder (except certain Unassigned Rights) to secure the payment oft the principal of and interest on the Series 2024 Bond (as more particularly  defined in the Resolution, the "Pledged Revenues").  D-2    Under the Resolution, the Agency has reserved the right to issue Additional Bonds under certain circumstances, including that the City satisfies the maximum annual debt service coverage test provided fori in the Resolution. If Additional Bonds are issued under the Resolution, they will be secured by a lien on and pledge oft the Pledged Revenues on aj parity basis with the Series 2024  Bond and any other Additional Bonds authorized to be issued.  Pursuant to the Intergovernmental Contract, the City has granted a lien on the moneys produced from the levy oft the ad valorem property tax (the "Tax Moneys") in favor oft the Agency inc ordert to secure amounts payable under the Intergovernmental. Contract. The City has covenanted that it will not create any other liens on the Tax Moneys except () parity liens on the Tax Moneys created in connection with any additional intergovernmental contracts under which a payment obligation is created or expanded from the City to other parties (as more specifically definedi in the Intergovernmental Contract, "Additional Contracts") or (ii) subordinate liens on the Tax Moneys. The City may also enter into Additional Contracts and other contracts payable from Tax Moneys, but which are not secured by al lien on' Tax Moneys. Prior to entering into any Additional Contract, the City must satisfy debt service coverage tests set forth in the Intergovernmental Contract. THIS BOND IS A LIMITED OBLIGATION OF THE AGENCY PAYABLE SOLELY FROM THE PLEDGED REVENUES. THIS BOND SHALL NEVER CONSTITUTE AN INDEBTEDNESS OR GENERAL OBLIGATION OF THE STATE OF GEORGIA, THE CITY OF HAMPTON, GEORGIA, OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF GEORGIA, WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION WHATSOEVER, NOR A PLEDGE OF THE FAITH AND CREDIT OR TAXING POWER OF ANY OF THE FOREGOING, NORSHALL ANY OF THE FOREGOING BE SUBJECT TO ANY PECUNIARY LIABILITY HEREON. THE AGENCY HAS NO TAKING POWER. THIS BOND SHALL NOT BE PAYABLE FROM NOR A CHARGE UPON ANY FUNDS OTHER THAN THE REVENUES PLEDGED TO THE PAYMENT HEREOF AND SHALL BE A LIMITED OR SPECIAL OBLIGATION OF THE AGENCY PAYABLE SOLELY FROM THE FUNDS PROVIDED THEREFOR IN THE RESOLUTION, INCLUDING THE PROCEEDS OF THE HEREINABOVE DESCRIBED AD VALOREMTAX, WHICHTHECITYOF HAMPTON, GEORGIA SOBLIGATEDTOLEW. NO OWNER OF THIS BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE TAXING POWER OF THE STATE OF GEORGIA, THE CITY OF HAMPTON, GEORGIA, OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF GEORGIA, EXCEPT TO LEVY THE HEREINABOVE DESCRIBED AD VALOREM TAX, TOPAYTHE PRINCIPAL OF THIS BONDOR' THE INTEREST HEREON, ORTOENFORCE PAYMENT HEREOF AGAINST ANY PROPERTY OF THE FOREGOING, OTHER THAN THE PROCEEDS OF THE HEREINABOVE DESCRIED AD VALOREM TAX, NOR SHALL THIS BOND CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE FOREGOING OTHER THAN THE REVENUES PLEDGED TO THE PAYMENT HEREOF. NEITHER THE MEMBERS OF THE GOVERNING BODY OF THE AGENCY NOR ANY PERSON EXECUTING THIS BOND SHALL BE LIABLE PERSONALLY ON THIS BOND BY REASON OF THE  ISSUANCE HEREOF.  To the extent permitted by the Resolution, modifications or alterations of the Resolution and the Intergovernmenta. Contract may be made by the Agency. As provided in the Resolution,  D-3    certain modifications may only be made with the consent of the owners of at least a majority in aggregate principal amount oft the Series 2024 Bond and any Additional Bonds then outstanding. At the election of the Agency, the principal of the Series 2024 Bond may be prepaid in whole or in part, on April 1, 2027, and any Business Day thereafter, at a price of 100% of the principal amount to be prepaid, plus accrued interest to the prepayment date. In each instance, the Agency will provide thirty (30) Business Days prior written notice of such prepayment. Any partial prepayment must bei in a minimum principal amount of $1,000,000, may be made no more than once per year and shall be credited against the mandatory prepayments below in inverse order  thereof.  The Series 2024 Bond is subject to scheduled principal prepayment on April 1 ofthey years and in the amounts in the table set forth below and at a prepayment price equal to the principal amount thereof. No notice of scheduled principal prepayment is required to be given by the  Agency or the Bond Registrar to the holder oft the Series 2024 Bond.  Year 2025 2026 2027 2028 2029 2030  Amount $110,000 95,000 100,000 105,000 110,000  2,580,000 (final maturity)  The scheduled principal prepayments withi respect to the Series 2024 Bond shall be reduced by thej principal amount ofany optional prepayment ofs such Series 2024 Bond pursuant to Section 301 hereofinr reverse order ofp payment (orinsuch other manner: as the Agency and any Bondholder may agree). Unless requested by the Bondholder, the Bond Registrar shall not require the presentation of the Series 2024 Bond, no the delivery of a new Series 2024 Bond as a result ofa scheduled principal prepayment, and the resultant reduction in the outstanding principal amount  oft the Series 2024 Bond.  Unless waived by the Bondholder, official notice of any optional prepayment oft the Series 2024 Bond shall be given by the Bond Registrar on behalfoft the Agency by mailing a copy ofan official redemption notice by first class mail, postage prepaid, at least thirty (30) days prior to the date fixed for prepayment to the registered owner oft the Series 2024 Bond at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner tot the Bond Registrar. Webster Bank, National Association can accept this notice by email so long as Webster Bank, National Association confirms receipt by email response  publictinance@websterbank.com),  This Bond is issued pursuant to and in full conformity with the Resolution duly adopted by the governing body of the Agency under the authority of and in full conformity with the Constitutionand the laws oft the State of Georgia, particularly the provisionsofChapter 61 ofTitle 36 ofthe Official Code ofGeorgia Annotated, titled the' "Urban Redevelopment Law," as amended (the "Act"). In the case of a default, the owner of this bond shall be entitled to the remedies  D-4    provided by the Resolution, the Revenue Bond Law and the Act. This Bond is issued by the Agency to aidi in the financing ofa' "project," as such term is defined in the Act, to accomplish the  public purposes oft the Act.  Itis hereby recited and certified that all acts, conditions and things required to be done precedent to and in the issuance of this Bond have been done, have happened and have been performed in due and legal form as required by law, and that provision has been made for the allocation from the City's payments under the Intergovermmenta. Contract of amounts sufficient to pay the principal of and the interest on all ofthe Series 2024 Bond as same mature and that such payments are irrevocably allocated and pledged to the payment thereof and the interest thereon.  D-5    IN WITNESS WHEREOF, the Urban Redevelopment Agency oft the City of Hampton, Georgia has caused this bond to be executed by the manual signature ofi its Chairperson and its official seal tol be impressed hereon and attested by the manual signature ofi its Secretary.  URBAN REDEVELOPMENT AGENCY OF THE  CITY OF HAMPTON  By:  Chairperson  (SEAL) Attest:  Secretary  D-6    CERTIFICATE OF AUTHENTICATION AND REGISTRATION This bondi ist the Series 2024 Bond described in the Resolution ofthe Urban Redevelopment  Agency oft the City of Hampton, Georgia, adopted June 11,2024.  CITY OF HAMPTON, GEORGIA,  as Bond Registrar  By:  Authorized Officer  D-7    VALIDATION CERTIFICATE  STATE OF GEROGIA COUNTY OF HENRY  The undersigned Clerk of the Superior Court of Henry County, State of Georgia, DOES HEREBY CERTIFY that this bond was confirmed and validated by judgment of the Superior  Court ofHenry County, Georgia, on the  day ofJuly, 2024, that no intervention or objection  was filed thereto and that no appeal has been prosecuted therefrom.  WITNESS my manual signature and the seal of the Superior Court of Henry County,  Georgia.  Clerk, Superior Court Henry, County, Georgia  (SEAL)  D-8    ASSIGNMENT  FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto  the within bond and all rights thereunder and  hereby irrevocably constitutes and appoints Registrar, with full power ofs substitution in the premises.  attorney to transfer this bond on the bond registration book kept for such purpose by the Bond  Dated  NOTE: The signature to this assignment must correspond with the name as it appears upon the face oft the within bond in every particular, without alteration or enlargement or any change  whatsoever.  Signature Guaranteed:  Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program ("STAMP") or similar program.  D-9    EXHIBITE E FORM OF REQUISITION    REQUISITIONN NO.1  |Bank), as Construction Fund Custodian  [Address] Attn: Fax: Phone: [Email]  Re: Direction to Make Disbursement from the Urban Redevelopment  City of Hampton, Georgia Project Fund- -2024 Project Account Agency of the  To the Addressee:  Pursuant to the resolution of the Urban Redevelopment  Hampton, Georgia (the "Agency") adopted on June 11, 2024 ina accordance with the instructions set forth below:  Agency of the City of  directed to disburse from the Project Fund (as defined in the (the "Resolution"), you. are hereby  Resolution) the amount set forth below  1. This requisition should be paid from the Series 2024 2. This is requisition number 1 from the Series 2024 3. The names oft the persons, firms or corporations to whom  Project Fund. Project Fund.  Project Account ofthe Project Account of the the disbursements  are due, the payment instructions and the purposes for the  A.  payments are shown on Exhibit  Inc connection herewith, the undersigned hereby certifies as follows: That an obligation ini the stated amount has been  a.  aj proper charge against the Series 2024 Project Account of the incurred, that the same is been paid, and that the bill or statement ofa account for such Project Fund and has not  obligation is attached hereto; liens or rights to liens,  b. That no notice of any vendors, mechanic's or other  chattel mortgages, conditional sales contracts satisfied or discharged before such  or any security interest, which should be  payment is made;  C. entitled to retain;  That this requisition contains no item representing  any retained percentages which the City or the Agency is,  payment on account or at the date of such certificate,  (Requisition No.1-2024)    d. That insofar as such obligation was incurred for  or equipment in connection with the undertaking, such work work, materials, supplies such materials, supplies or equipment were actually installed was actually performed, or  ord delivered at the site oft the work for that This requisition shall be retained by the Project Fund  in or about the construction  purpose; and  inspection by any officer of the City, the Agency or any Bondholder. Depository, subject at all times to  Cc: Webster Bank, National Association (Series 2024 Bondholder)  ehidfinmegwehastantcom  (Requisition No. 1-2024)    Dated this  2024.  CITY OF HAMPTON, GEORGIA  By:  Authorized Representative  URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON  By:  Authorized Representative  (Requisition No. 1-2024)    EXHIBITA (2024) Payment Instructions  Amount to be Paid $  Payee  Purpose for Payment  See attached invoice Legal Fees of Bond Counsel See attached invoice Legal Fees ofCity Attorney See attached invoice Financial Advisor Fees See attached invoice Legal Fees of Project Fund  Depository and Sinking Fund  Custodian    ACHETARYSCIKTTCATE  STATE OF GEORGIA HENRYCOUNTY  I the undersigned Secretary of City oft the Urban  City of Hampton (the "Issuer") and keeper of the records and Redevelopment Authority of the 2024, which meeting was open to the public and at which assembled on the Ith day ofJune, throughout, the original of which Resolution has been a quorum was presenting and acting  CERTIFY that the foregoing pages oftypewritten matter Resolution adopted by the Issuer in a meeting duly called constitute and  seal thereof, DO HEREBY a true and correct copy oft the  Issuer which is in my custody and control.  duly recorded in the Minute Book oft the  WITNESS my official hand and seal oft the Issuer, this 11th day of. June, 2024.  Secretary  (CORPORATE SEAL)  127020.0000002 DMS 307000081v4    INTHE SUPERIOR COURT OF HENRY COUNTY  STATE OF GEORGIA  STATE OF GEORGIA Plaintiff V.  )  CIVIL ACTION NO. BOND VALIDATION  URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON and the CITY OF HAMPTON, GEORGIA,  Defendants.  )  RULENISIORDER  Thel Petition and Complaint filed on behalfofthe State  ofGeorgia against the above-named  defendants by the District Attorney of the South Georgia Judicial Circuit  having been read and  considered, ITI IS ORDERED that such Petition and Complaint be filed and that the defendants  be  served in the manner provided by law.  ITISF FURTHER ORDERED that the defendants, by their respective  proper officers,  appear on  2024,a at  M., for a hearing, as described below, and  then and there make answer under oath touching on all matters contained in the Petition Complaint and show cause, if any exists, why the revenue bond designated the Redevelopment Agency oft the City of Hampton Revenue Bond (Downtown Public Infrastructure Project), Taxable Series 2024" (the "Series 2024 Bond") in the principal amount of$3,100,000, and the security for the payment thereof, described in the Petition and Complaint, should not be confirmed and validated as provided by law. The which the undersigned will conduct the hearing will be open to the public during the  and "Urban  Redevelopment and  original  courtroom from hearing.    In the meantime the Clerk oft this Court is hereby directed to publish in the  newspaper that  ist the official organ of Henry County in which sheriff's advertisements successive weeks immediately preceding the week ofs such hearing, a notice to the  appear, in each oft the two  that public on  the date specified above in this order, the above-stated  cause, the same being a Petition and  Complaint for the purpose of confirming and validating the Series 2024 Bond and the therefor and to pass on all matters of law and fact pertaining to the right to issue the Series Bond and to provide the security therefor (including the Contract described in Complaint), will be heard and determined, and any citizen oft the State of Georgia  security 2024  the Petition and residing in the  CityofCamilla, Georgia, or any person whereverresiding who has ai right to object, may intervene  and become a party to this proceeding.  Let a copy of the Petition and Complaint and this order be served  on the defendants and  let the defendants, by their proper officers, make sworn  answer, as provided by law.  This the  day ofJune, 2024.  Judge, Superior Court ofHenry County Flint. Judicial Circuit  2    NOTICE' TO1 THE PUBLIC  YOUAREI HEREBYNOTIFIED: that on  2024,at  M.,  at the Superior Court of Henry County located at I Courthouse Georgia, a Judge of the Superior Court of Henry County will hear the  Square 1st Floor, McDonough,  case of STATE OF  GEORGIA VS. URBAN REDEVELOPMENT AGENCY OF THE CITY OF HAMPTON  and  CITYOFI HAMPTON.GEORGIA, Civil Action File No.  int the Superior the revenue bond Revenue Bond (Downtown (the "Series 2024 Redevelopment  Court of Henry County, the same being a proceeding to confirm and validate designated the "Urban Redevelopment Agency oftheC CityofHampton! Redevelopment and Public Infrastructure Project), Taxable Series 2024" Bond"), in the original principal amount of$3,100,000, to be issued by the Urban Agency ofthe City of Hampton (the "Agency") for the purpose of costs of[G) the design, acquisition, construction, installation and acquisition of certain blighted properties within the Urban  financing all ora a portion oft the equipment oft the Project, (ii) the Redevelopment Area and (iii) certain  costs of issuance related to the Series 2024 Bonds), all in accordance with Resolution adopted by the Agency on June 11, 2024. The purpose oft the confirm and pass upon the validity ofthe security for the payment oft the Series 2024 consists oft the payments to be made by the City of Hampton, Georgia  the terms of a Bond proceeding is also to Bond, which  (the "City") to the Agency  pursuant to an Intergovermental Contract, dated as of the first day of the month in which the  Series 2024 Bond is issued (the Intergovernmental Under the terms oft the Intergovernmental Contract, the City will make payments to the Agency in amounts sufficient to enable the principal of and interest on the Series 2024 Bond, and other Resolution, if any, as the same become due and payable and (b) to taxable property located within the territorial limits of the  Contract"), between the Agency and the City.  agree, among other things, (a)to Agency to pay, when due, the amounts due under the Bond levy an ad valorem tax on all City subject to such tax as may be    necessary to produce in each year revenues that are sufficient to fulfill the City's obligations under the Intergovernmental Contract. All questions of law and fact pertaining to the right to issue the Series 2024 Bond and to provide the security therefor will bel heard and determined.  Pursuant to O.C.G.A. 36-82-100 (the "Audit Statute"), the Agency notifies all interested parties that no independent performance audit or performance review will be conducted with respect to the Series 20241 Bond. However the Agency will continue to ensure that the proceeds of the Series 2024 Bond are expended efficiently and economically, as  intended by the Audit Statute.  Any citizen of the State of Georgia residing in the City, or any other person wherever residing who has a right to object, may become a party to these proceedings ("Intervenors"). Individuals may attend the hearing in person in the Henry County Courthouse, Courtroom  1Courthouse Square 1St Floor, McDonough, Georgia, 30253.  This  day of  2024.  Clerk, Superior Court Henry County, Georgia  2