$98,770,000. Taxable Refunding Revenue Bonds, Series 2013

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1 NEW ISSUE Book Entry Only RATING: Moody s: Aa2 (See MISCELLANEOUS - Rating herein) In the opinion of Bond Counsel, interest on the Series 2013 Bonds is exempt from present State of Georgia income taxation but is includable in gross income for federal income tax purposes. See LEGAL MATTERS Tax Exemption. $98,770,000 Rockdale County (Georgia) Water and Sewerage Authority Taxable Refunding Revenue Bonds, Series 2013 Dated: Date of Issuance Due: July 1, as shown below The Series 2013 Bonds are being issued in fully registered form and in denominations of $5,000, or any integral thereof, by the Rockdale County Water and Sewerage Authority (the Authority ) for the purpose of (a) advance refunding the Authority s Revenue Bonds, Series 2005 maturing on and after July 1, 2016 and (b) paying the costs of issuing the Series 2013 Bonds. See APPLICATION OF FUNDS. The Authority and the County entered into an Intergovernmental Contract, dated as of October 1, 1999, as amended by a First Amendment to Intergovernmental Contract, dated as of May 1, 2005 and a Second Amendment to Intergovernmental Contract, dated as of April 1, 2013 (the Contract ), pursuant to which the County will pay to the Authority amounts sufficient to enable the Authority to pay the debt service on the Series 2013 Bonds (the Contract Payments ) and will levy an ad valorem tax on all property in the County subject to such tax in the event that the Net Revenues (hereinafter defined) of the water and sewerage system operated by the County are insufficient to pay the Contract Payments. The Series 2013 Bonds are special limited obligations of the Authority secured by and payable solely from a first lien on and pledge of the Contract Payments. The Series 2013 Bonds do not constitute a charge, lien or encumbrance, legal or equitable, on any other property of the Authority. The Authority has no taxing power. See THE SERIES 2013 BONDS Security and Sources of Payment of the Series 2013 Bonds. Interest on the Series 2013 Bonds is payable semiannually on January 1 and July 1 of each year (each such date, an Interest Payment Date ), commencing July 1, 2013, by U.S. Bank National Association, as Paying Agent, to the owners thereof as shown on the registration books maintained by U.S. Bank National Association, as Bond Registrar. The Series 2013 Bonds bear interest from the Interest Payment Date next preceding their date of authentication, except as provided herein. See THE SERIES 2013 BONDS Description. The Series 2013 Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). DTC will act as securities depository for the Series 2013 Bonds. Purchases will be made only in book-entry form through the Participants (as herein defined) in DTC, and no physical delivery of the Series 2013 Bonds will be made to Beneficial Owners (as herein defined). Payment of principal of and interest on the Series 2013 Bonds will be made to Beneficial Owners by DTC through its Participants. As long as Cede & Co. is the registered owner of the Series 2013 Bonds, as nominee of DTC, references herein to the holders of the Series 2013 Bonds or registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the Series 2013 Bonds. See THE SERIES 2013 BONDS Book-Entry System. The Series 2013 Bonds are subject to redemption prior to maturity, as more fully described herein. Optional Redemption. See THE SERIES 2013 BONDS MATURITIES, AMOUNTS, INTEREST RATES AND PRICES OR YIELDS Maturity Principal Interest CUSIP (July 1) Amount Rate No.(1) Yield 2013 $ 65, % 0.350% DC ,400, DD ,410, DE ,150, DF ,520, DG ,215, DH ,315, DJ ,425, DK ,555, DL ,705, DM ,890, DN ,090, DP ,305, DQ ,540, DR ,790, DS ,055, DT ,340, DU5 (1) CUSIP data presented herein has been provided by Standard & Poor s CUSIP Service Bureau, a division of The McGraw Hill Companies, Inc. Copyright American Bankers Association. THE SERIES 2013 BONDS DO NOT THEMSELVES CONSTITUTE A DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF GEORGIA, THE COUNTY OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF GEORGIA. THE SERIES 2013 BONDS DO NOT OBLIGATE THE STATE OF GEORGIA, THE COUNTY OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF GEORGIA TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER FOR THE PAYMENT OF THE SERIES 2013 BONDS OR TO MAKE ANY APPROPRIATION FOR THE PAYMENT OF THE SERIES 2013 BONDS. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The Series 2013 Bonds are offered when, as and if issued and accepted by the Underwriter, subject to prior sale, to withdrawal or modification of the offer without notice, and subject to approval of legality by Murray Barnes Finister LLP, Atlanta, Georgia, Bond Counsel and Disclosure Counsel to the County. Certain legal matters will be passed upon for the County by its counsel M. Qader A. Baig & Associates, LLC, Conyers, Georgia and for the Authority by its counsel Strickland & Strickland, LLP, Covington, Georgia. The Series 2013 Bonds are expected to be delivered through DTC in New York, New York, on or about April 11, BAIRD Dated: March 12, 2013

2 ROCKDALE COUNTY WATER AND SEWERAGE AUTHORITY Elaine Nash, Chairperson David L. Shipp, Vice Chairperson William Murrain, Secretary Chip Hatcher, Treasurer Craig Mims Darrell Thomas ROCKDALE COUNTY Elected Officials Richard A. Oden, Chairman Oz Nesbitt, Sr. JaNice Van Ness Appointed Officials Jennifer Rutledge, Clerk Roselyn Miller, Finance Director Dwight S. Wicks, Water Resources Director COUNTY S COUNSEL M. Qader A. Baig & Associates, LLC Conyers, Georgia AUTHORITY S COUNSEL Strickland & Strickland, LLP Covington, Georgia BOND COUNSEL AND DISCLOSURE COUNSEL Murray Barnes Finister LLP Atlanta, Georgia FINANCIAL ADVISOR Public Financial Management, Inc. Atlanta, Georgia UNDERWRITER Robert W. Baird & Co. Atlanta, Georgia ACCOUNTANT Mauldin & Jenkins, LLC Macon, Georgia

3 No dealer, broker, salesman or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement and the Appendices hereto and, if given or made, such other information or representations must not be relied upon as having been authorized by the County, the Authority or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2013 Bonds by any person, in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the County, the Authority and other sources which are deemed to be reliable. The Underwriter has reviewed the information in the Official Statement in accordance with, and as a part of its responsibilities under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expression of opinions herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create an implication that there has been no change in the affairs of the County or the Authority since the date hereof. Any statements in this Official Statement involving estimates, assumptions and matters of opinion, whether or not so expressly stated, are intended as such and not representations of fact. The Underwriter intends to offer the Series 2013 Bonds to the public initially at the offering prices set forth on the cover page of this Official Statement, which may subsequently change without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other underwriters in offering the Series 2013 Bonds to the public. The Underwriter may offer and sell the Series 2013 Bonds to certain dealers (including dealers depositing the Series 2013 Bonds into investment trusts) at prices lower than the public offering price. In connection with this offering, the Underwriter may over-allot or effect transactions which stabilize or maintain the market price of the Series 2013 Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. No registration statement relating to the Series 2013 Bonds has been filed with the Securities and Exchange Commission or any state securities agency. The Series 2013 Bonds have not been approved or disapproved by the Securities and Exchange Commission or any state securities agency, nor has the Securities and Exchange Commission or any state securities agency passed upon the accuracy or adequacy of this Official Statement. Any representation to the contrary is a criminal offense.

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5 TABLE OF CONTENTS INTRODUCTION... 1 General... 1 The Authority... 1 The County... 1 Purpose of the Series 2013 Bonds... 1 Security and Sources of Payment... 1 Description of the Series 2013 Bonds... 2 Tax Exemption... 3 Professionals Involved in the Offering... 3 Bond Registrar, Paying Agent, Custodian, and Depository... 3 Legal Authority... 3 Offering and Delivery of the Series 2013 Bonds... 3 Continuing Disclosure... 3 Other Information... 4 Consent to Amendments... 4 THE SERIES 2013 BONDS... 5 Description... 5 Registration Provisions; Transfer and Exchange... 5 Book-Entry System... 6 Optional Redemption... 7 Redemption Procedures and Redemption Notice... 8 SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 2013 BONDS... 8 General... 8 Revenue Fund and Contract Payments... 8 Additional Bonds... 9 Reserve Account... 9 Rate Covenant... 9 Enforceability of Remedies... 9 CONSENT TO AMENDMENTS TO BOND RESOLUTION AND CONTRACT... 9 APPLICATION OF FUNDS Estimated Sources and Uses of Funds The Refunding Verification Debt Service Schedule THE AUTHORITY General Authority Members THE SYSTEM Introduction System Management Service Area Water System Facilities Sewer System Facilities Water and Sewer Demand Water and Sewer Customers Rates, Fees and Charges Rate Setting Process i

6 Rate Study Billing and Collection Governmental Approvals and Environmental Regulation Regulatory Activity Employees, Employee Relations, and Labor Organizations SYSTEM FINANCIAL INFORMATION Five Year Operating History Five Year Balance Sheet Management s Discussion and Analysis Historical Debt Service Coverage Capital Improvement Plan and Additional Debt Operating Budget THE COUNTY General County Government Employees and Benefits Insurance Coverage and Governmental Immunity Demographic Information Economic Information Category of Land Use County Services Health Care Education Commercial Services Transportation Recreation Utilities COUNTY DEBT STRUCTURE Summary of County Debt by Category and Overlapping Debt Proposed Debt Limitations on County Debt Tax Supported Debt Ratios COUNTY AD VALOREM TAXATION Introduction Property Subject to Taxation Assessed Value Annual Tax Levy Property Tax Collections Historical Property Tax Data Property Tax Levies and Collections Millage Rates Ten Largest Taxpayers COUNTY FINANCIAL INFORMATION General Fund History Budgetary Process and Budget Management s Discussion and Analysis Homestead Option Sales Tax Investment of Moneys Capital Improvement Plan ii

7 LEGAL MATTERS Litigation Enforceability of Remedies Tax Exemption Validation and Approving Opinions Tax Reform MISCELLANEOUS Rating Underwriting Independent Professionals AUTHORIZATION OF OFFICIAL STATEMENT APPENDIX A Audited Financial Statements of Rockdale County, Georgia for the Fiscal Year Ended December 31, 2011 APPENDIX B Form of Bond Counsel Opinion APPENDIX C Summary of Certain Provisions of the Bond Resolution and the Contract APPENDIX D Form of Continuing Disclosure Certificate iii

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9 $98,770,000 ROCKDALE COUNTY (GEORGIA) WATER AND SEWERAGE AUTHORITY TAXABLE REFUNDING REVENUE BONDS, SERIES 2013 INTRODUCTION General This Official Statement sets forth certain information concerning the Rockdale County Water and Sewerage Authority (the Authority ) and Rockdale County, Georgia (the County ). The Authority and the County have entered into an Intergovernmental Contract, dated as of October 1, 1999, as amended by a First Amendment to Intergovernmental Contract, dated as of May 1, 2005 and a Second Amendment to Intergovernmental Contract, dated as of April 1, 2013 (the Contract ), pursuant to which the Authority will issue $98,770,000 in aggregate principal amount of its Taxable Refunding Revenue Bonds, Series 2013 (the Series 2013 Bonds ), and the County will pay to the Authority amounts sufficient to enable the Authority to pay the debt service on the Series 2013 Bonds (the Contract Payments ) and will levy an ad valorem property tax on all property in the County subject to taxation for such purposes in the event that the Net Revenues (hereinafter defined) are insufficient to pay the Contract Payments. Capitalized terms used but not defined herein shall have the meanings assigned to them in APPENDIX C. This Introduction is not a summary of this Official Statement and is intended only for quick reference. It is only a brief description of and guide to, and is qualified in its entirety by reference to, more complete and detailed information contained in the entire Official Statement, including the cover page and the Appendices, and the documents summarized or described herein. Investors should fully review the entire Official Statement. The offering of the Series 2013 Bonds to potential investors is made only by means of the entire Official Statement, including the Appendices hereto. No person is authorized to detach this Introduction from the Official Statement or otherwise to use it without the entire Official Statement. The Authority The Authority is a public body corporate of the State of Georgia. For more complete information, see THE AUTHORITY. The County The County is a political subdivision of the State of Georgia. The County is located approximately 24 miles east of the City of Atlanta. For more complete information, see THE COUNTY. Purpose of the Series 2013 Bonds The proceeds derived from the sale of the Series 2013 Bonds will be used by the Authority for the purpose of (a) advance refunding the Authority s Revenue Bonds, Series 2005 (the Series 2005 Bonds ) maturing on and after July 1, 2016 (the Refunded Bonds ) and (b) paying the costs of issuing the Series 2013 Bonds. See APPLICATION OF FUNDS. Security and Sources of Payment The Series 2005 Bonds and the Series 2013 Bonds are special limited obligations of the Authority secured by and payable solely from a first lien on and pledge of the Contract Payments. The obligations of the County under the Contract are absolute and unconditional and are secured by a pledge of the County s full faith and credit and taxing power and by a first lien on and pledge of the Net Revenues of the water and sewerage system owned and operated by the County (the System ).

10 THE SERIES 2013 BONDS DO NOT THEMSELVES CONSTITUTE A DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF GEORGIA, THE COUNTY OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF GEORGIA. THE SERIES 2013 BONDS DO NOT OBLIGATE THE STATE OF GEORGIA, THE COUNTY OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF GEORGIA TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER FOR THE PAYMENT OF THE SERIES 2013 BONDS OR TO MAKE ANY APPROPRIATION FOR THE PAYMENT OF THE SERIES 2013 BONDS. THE RESERVE ACCOUNT CREATED BY THE ORIGINAL BOND RESOLUTION (HEREINAFTER DEFINED) WILL NOT SECURE THE SERIES 2013 BONDS AND WILL BE ELIMINATED UPON THE PAYMENT IN FULL OF THE SERIES 2005 BONDS. BY PURCHASING THE SERIES 2013 BONDS, THE OWNERS OF THE SERIES 2013 BONDS WILL BE DEEMED TO HAVE RELEASED ALL RIGHTS TO THE RESERVE ACCOUNT AND CONSENTED TO THE ELIMINATION OF THE RESERVE ACCOUNT. For more complete information see SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 2013 BONDS and APPENDIX C. Description of the Series 2013 Bonds Redemption. The Series 2013 Bonds are subject to optional redemption prior to their stated maturity. See THE SERIES 2013 BONDS Optional Redemption and Redemption Procedures and Redemption Notice. thereof. Denominations. The Series 2013 Bonds are issuable in denominations of $5,000 or any integral multiple Book-Entry Bonds. The Series 2013 Bonds will be issued in the denomination of one bond per aggregate principal amount of the stated maturity thereof, and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ( DTC ), New York, New York, an automated depository for securities and clearing house for securities transactions, which will act as securities depository for the Series 2013 Bonds. Purchasers will not receive certificates representing their ownership interest in the Series 2013 Bonds purchased. Purchases of beneficial interests in the Series 2013 Bonds will be made in book-entry only form (without certificates). See THE SERIES 2013 BONDS Book-Entry System. Registration, Transfers and Exchanges. The Series 2013 Bonds will be issued in fully registered form. When in book-entry form, ownership of Series 2013 Bonds held by DTC or its nominee, Cede & Co., on behalf of the actual purchasers thereof (the Beneficial Owners ), may be transferred or exchanged in accordance with the rules and procedures of DTC. When not in book-entry form and subject to the conditions hereinafter described, ownership of any Series 2013 Bond may be transferred upon surrender of such Series 2013 Bond to U.S. Bank National Association, as Bond Registrar, together with an assignment duly executed by the registered owner or his attorney. When not in book-entry form and subject to the conditions hereinafter described, the Series 2013 Bonds are exchangeable for a like aggregate principal amount of Series 2013 Bonds of authorized denominations and of the same maturity. See THE SERIES 2013 BONDS Registration Provisions; Transfer and Exchange. Payments. Interest on the Series 2013 Bonds will be payable initially on July 1, 2013, and semiannually thereafter on January 1 and July 1 of each year until maturity (each an Interest Payment Date ). Principal of the Series 2013 Bonds will be payable at the times and in the amounts shown on the front cover of this Official Statement. When in book-entry form, payment of the principal of and interest on the Series 2013 Bonds will be made by U.S. Bank National Association, as Paying Agent directly to Cede & Co., as nominee of DTC, and will subsequently be disbursed to DTC Participants and thereafter to Beneficial Owners of the Series 2013 Bonds. See THE SERIES 2013 BONDS Book-Entry System. When not in book-entry form, interest on the Series 2013 Bonds is payable by check or draft mailed to the registered owners thereof at the addresses which appear on the bond registration books of the Bond Registrar as of the close of business on the fifteenth calendar day of the month preceding each Interest Payment Date (the Record 2

11 Date ). When not in book-entry form, the principal of and premium, if any, on the Series 2013 Bonds are payable at the corporate trust office of the Paying Agent. See THE SERIES 2013 BONDS Description. For a more complete description of the Series 2013 Bonds, see THE SERIES 2013 BONDS and APPENDIX C. Tax Exemption In the opinion of Bond Counsel, subject to the limitations and conditions described herein, interest on the Series 2013 Bonds is exempt from present State of Georgia income taxation, but is includable in gross income for federal income tax purposes. See LEGAL MATTERS Tax Exemption herein and APPENDIX B hereto for the form of the opinion Bond Counsel proposes to deliver in connection with the issuance of the Series 2013 Bonds. Professionals Involved in the Offering The Series 2013 Bonds are offered when, as and if issued and received by the Underwriter, subject to the approval of legality by Murray Barnes Finister LLP, Atlanta, Georgia, Bond Counsel and Disclosure Counsel to the County. Certain legal matters will be passed upon for the County by its counsel M. Qader A. Baig & Associates, LLC, Conyers, Georgia and for the Authority by its counsel Strickland & Strickland, LLP, Covington, Georgia. The financial statements of the County for the fiscal year ended December 31, 2011 included as APPENDIX A hereto have been audited by Mauldin & Jenkins, LLC, Macon, Georgia, as indicated in their report included therein. Bond Registrar, Paying Agent, Custodian, and Depository U.S. Bank National Association, will act as Bond Registrar and as Paying Agent for the Series 2013 Bonds and will also act as depository of the Construction Fund and Sinking Fund. United Community Bank, Conyers, Georgia, will act as depository of the Revenue Fund and Renewal and Extension Fund. Legal Authority The Series 2013 Bonds are to be issued pursuant to the Constitution of the State of Georgia and the laws of the State of Georgia including particularly the Revenue Bond Law, as amended (O.C.G.A et seq.) and the Act. The Series 2013 Bonds will be issued under and secured pursuant to the terms and conditions of a Bond Resolution adopted by the Authority on October 13, 1999 (the Original Bond Resolution ), as supplemented on April 27, 2005 and on March 12, 2013 (collectively, the Bond Resolution ). Offering and Delivery of the Series 2013 Bonds The Series 2013 Bonds are offered when, as and if issued and accepted by the Underwriter, subject to prior sale and subject to withdrawal or modification of the offer without notice. The Series 2013 Bonds in definitive form are expected to be delivered through DTC in New York, New York, on or about April 11, Continuing Disclosure The County has covenanted for the benefit of the owners of the Series 2013 Bonds in a Continuing Disclosure Certificate (the Disclosure Certificate ) to provide (a) certain financial information and operating data relating to the System and the County (the Operating and Financial Data ) annually to the Municipal Securities Rulemaking Board s Electronic Municipal Market Access System ( EMMA ) and (b) notices of the occurrence of certain events within 10 business days of their occurrence to EMMA (the Events Notices ). The County s undertaking to provide Operating and Financial Data and the Events Notices pursuant to the Disclosure Certificate is described in APPENDIX D. The covenants have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12 (the Rule ). 3

12 The County entered into written undertakings (the Prior Undertakings ) to provide operating and financial data and event notices in connection with the issuance of certain other tax-exempt obligations. There have been instances over the last five fiscal years in which the County has failed to fully and timely comply with its obligations under the Prior Undertakings, as follows: (1) For fiscal year 2011 and fiscal year 2012, the County failed to timely file a copy of its General Fund budget. This was a requirement of the Prior Undertakings entered into with respect to the County s outstanding (a) General Obligation Sales Tax Bonds, Series 2010 (the Series 2010 Bonds ), (b) ACCG Certificates of Participation (Rockdale County Public Purpose Projects), Series 2006 (the Series 2006 Certificates ) and (c) the Series 2005 Bonds. (2) For fiscal years , the County failed to timely file a copy of its General Fund budget. This was a requirement of the Prior Undertakings entered into with respect to the Series 2006 Certificates and the Series 2005 Bonds. (3) For fiscal years , the County failed to timely file information related to its historical debt service coverage or failed to correctly calculate information that was filed. This was a requirement of the Prior Undertakings entered into with respect to the Series 2005 Bonds. This information was properly filed with EMMA on February 20, (4) For fiscal years 2007 and 2008, the County failed to timely provide its annual report and audited financial statements to certain national information depositories, as required by the Prior Undertakings entered into with respect to the Series 2006 Certificates and the Series 2005 Bonds. The annual reports provided failed to include certain operating data of the County and/or the System required by the Prior Undertakings. The County did not fully comply with its obligations under the Prior Undertakings. In order to ensure that the County complies in the future, the County has adopted certain policies and procedures with respect to its taxexempt debt. These policies and procedures include procedures related to the timely assemblage and submission of its annual reports and additional continuing disclosure information. The County has also consulted with and retained Digital Assurance Corporation to assist it in preparing and filing its continuing disclosure. Other Information The information contained in this Official Statement does not purport to be comprehensive or definitive. All references herein to, or summaries of, the Bond Resolution, the Contract, the Series 2013 Bonds or any other document are qualified in their entirety by reference to the definitive forms thereof and the provisions with respect thereto included in the Bond Resolution, the Contract, the Series 2013 Bonds or such other document. Copies of the Bond Resolution, the Contract, and Disclosure Certificate and other documents and information are available, upon request and upon payment to the County of a charge for copying, mailing and handling, from Roselyn Miller, Finance Director, Rockdale County, 962 Milstead Avenue, P.O. Box 289, Conyers, Georgia 30012; telephone (770) During the period of the offering of the Series 2013 Bonds copies of such documents are available upon request and upon payment of a charge for copying, mailing, and handling from. Robert W. Baird & Co., 3060 Peachtree Road, Suite 1815, Atlanta, Georgia 30305; telephone: (404) Consent to Amendments In connection with the issuance of the Series 2013 Bonds, certain amendments are being made to the Bond Resolution and the Contract. By purchasing the Series 2013 Bonds, the owners of the Series 2013 Bonds shall be deemed to have consented to the amendments. See CONSENT TO AMENDMENTS TO BOND RESOLUTION AND CONTRACT. 4

13 THE SERIES 2013 BONDS Description The Series 2013 Bonds will be dated their date of issue and will bear interest at the rates specified on the cover page of this Official Statement (computed on the basis of a 360-day year of twelve 30-day months) from the Interest Payment Date next preceding their date of authentication to which interest has been paid (unless their date of authentication is an Interest Payment Date, in which case from such Interest Payment Date, unless their date of authentication is after a Record Date but before an Interest Payment Date, in which case from the next Interest Payment Date, or unless their date of authentication is before the first Interest Payment Date, in which case from their date of issuance). Interest will be payable semiannually on each Interest Payment Date, commencing July 1, The principal amount of the Series 2013 Bonds is payable at the times and in the amounts set forth on the cover page of this Official Statement. Both the principal of and interest on the Series 2013 Bonds shall be payable in lawful money of the United States of America. When in book-entry form, payment of the principal of and interest on the Series 2013 Bonds will be made by the Paying Agent directly to Cede & Co., as nominee of DTC, and will subsequently be disbursed to DTC Participants and thereafter to Beneficial Owners of the Series 2013 Bonds. See THE SERIES 2013 BONDS Book-Entry System. When not in book-entry form, the principal amount of the Series 2013 Bonds shall be payable at maturity upon presentation and surrender thereof at the principal corporate trust office of the Paying Agent. Payments of interest on the Series 2013 Bonds shall be made by check or draft payable to the registered owner as shown on the bond registration book kept by the Bond Registrar at the close of business on each Record Date and such payments of interest shall be mailed to the registered owner at the address shown on the bond registration book. If the registered owner of Series 2013 Bonds in the aggregate principal amount of at least $1,000,000 shall supply wire instructions to the Paying Agent on or prior to the Record Date, then interest due on the Interest Payment Date succeeding the Record Date shall be payable by wire transfer in accordance with such instructions. Registration Provisions; Transfer and Exchange The Series 2013 Bonds will be issued only as fully registered bonds in denominations of $5,000 and integral multiples thereof. The Authority, the County, the Bond Registrar and the Paying Agent may deem and treat the registered owner as shown on the registration books maintained by the Bond Registrar as the absolute owner of such Series 2013 Bond for all purposes, including receiving payment of or on account of principal and interest payable thereon, and for all notices, and the Authority, the County, the Bond Registrar and the Paying Agent will not be affected by any actual or constructive notice to the contrary. When in book-entry form, Series 2013 Bonds will be registered to DTC or Cede & Co., as its nominee, on behalf of the Beneficial Owners thereof. When in book-entry form, ownership of the Series 2013 Bonds held by DTC or Cede & Co., as its nominee, on behalf of the Beneficial Owners thereof, may be transferred or exchanged in accordance with the rules of DTC. See THE SERIES 2013 BONDS Book-Entry System. When not in Book-Entry Form, transfer of ownership of any Series 2013 Bond may be registered upon surrender thereof to the Bond Registrar, together with an assignment duly executed by the registered owner or his attorney, in such form as shall be satisfactory to the Bond Registrar. Upon any such registration of transfer of ownership, the Bond Registrar will cause to be authenticated and delivered a new Series 2013 Bond or Series 2013 Bonds registered in the name of the transferee in the authorized denomination in the same aggregate principal amount, maturity and interest rate as the Series 2013 Bonds surrendered for such registration of transfer. When not in book-entry form, the Series 2013 Bonds may be exchanged for a like principal amount of Series 2013 Bonds of the same maturity and interest rate and of other authorized denominations. For every exchange or registration of transfer, the Bond Registrar may charge an amount sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer, but no other charge may be made to the owner for any exchange or registration of transfer of the Series 2013 Bonds. 5

14 Book-Entry System DTC will act as securities depository for the Series 2013 Bonds. The Series 2013 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2013 Bond will be issued for each maturity and will be deposited with DTC. DTC, the world s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized bookentry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). DTC has a Standard & Poor s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at Purchases of the Series 2013 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2013 Bonds on DTC s records. The ownership interest of each actual purchaser of each Series 2013 Bond (a Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2013 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2013 Bonds, except in the event that use of the book-entry-only system for the Series 2013 Bonds is discontinued. To facilitate subsequent transfers, all Series 2013 Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2013 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2013 Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Series 2013 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2013 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2013 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of Series 2013 Bonds may wish to ascertain that the nominee holding the Series 2013 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. 6

15 Redemption notices shall be sent to DTC. If less than all of the Series 2013 Bonds within an issue are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2013 Bonds unless authorized by a Direct Participant in accordance with DTC s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Series 2013 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds and principal and interest payments on the Series 2013 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detail information from the Authority or the Paying Agent, on payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC, the Paying Agent, the Authority or the County, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and principal and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2013 Bonds at any time by giving reasonable notice to the Authority or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, Series 2013 Bond certificates are required to be printed and delivered to DTC. The Authority or the County may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Series 2013 Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the Authority and the County believe to be reliable, but the Authority and the County take no responsibility for the accuracy thereof. NEITHER THE AUTHORITY NOR THE PAYING AGENT WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS, BENEFICIAL OWNERS OR OTHER NOMINEES OF SUCH BENEFICIAL OWNERS FOR (i) SENDING TRANSACTION STATEMENTS; (ii) MAINTAINING, SUPERVISING OR REVIEWING, OR THE ACCURACY OF, ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT OR OTHER NOMINEES OF SUCH BENEFICIAL OWNERS; (iii) PAYMENT OR THE TIMELINESS OF PAYMENT BY DTC TO ANY DTC PARTICIPANT, OR BY ANY DTC PARTICIPANT OR OTHER NOMINEES OF BENEFICIAL OWNERS TO ANY BENEFICIAL OWNER, OF ANY AMOUNT DUE IN RESPECT OF THE PRINCIPAL OF OR INTEREST ON BOOK-ENTRY BONDS; (iv) DELIVERY OR TIMELY DELIVERY BY DTC TO ANY DTC PARTICIPANT, OR BY ANY DTC PARTICIPANT OR OTHER NOMINEES OF BENEFICIAL OWNERS TO ANY BENEFICIAL OWNERS, OF ANY NOTICE OR OTHER COMMUNICATION WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO HOLDERS OR OWNERS OF BOOK-ENTRY BONDS, OR (v) ANY ACTION TAKEN BY DTC OR ITS NOMINEE AS THE REGISTERED OWNER OF THE BOOK-ENTRY BONDS. Optional Redemption The Series 2013 Bonds are subject to optional redemption prior to maturity, in whole or in part at any time and in any order of maturity, not earlier than July 1, 2023, at a redemption price of par, plus accrued interest. 7

16 Redemption Procedures and Redemption Notice Not more than sixty (60) days and not less than thirty (30) days before any date upon which any such redemption is to be made a notice of redemption designating the Series 2013 Bonds to be redeemed (in whole or in part) shall be mailed, postage prepaid, to all registered owners of the Series 2013 Bonds to be redeemed (in whole or in part) at addresses which appear upon the bond registration book as of the date of giving such notice. It is expressly provided, however, that the failure so to mail any such notice of the optional or mandatory redemption of the Series 2013 Bonds shall not affect the validity of the proceedings for such redemption or cause the interest to continue to accrue on the principal amount of the Series 2013 Bonds so designated for redemption. The Series 2013 Bonds designated for redemption as described above shall be payable at the redemption price specified above and interest will cease to accrue on the principal amount of such Series 2013 Bonds from and after the date of redemption unless there is a default in the payment of such Series 2013 Bonds. General SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 2013 BONDS The Series 2005 Bonds and the Series 2013 Bonds are special limited obligations of the Authority secured by and payable solely from a first priority pledge of and lien on the Contract Payments. The obligations of the County under the Contract are absolute and unconditional and are secured by a pledge of the County s full faith and credit and taxing power and by a first lien on and pledge of the Net Revenues of the System. THE SERIES 2013 BONDS DO NOT THEMSELVES CONSTITUTE A DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF GEORGIA, THE COUNTY OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF GEORGIA. THE SERIES 2013 BONDS DO NOT OBLIGATE THE STATE OF GEORGIA, THE COUNTY OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF GEORGIA TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER FOR THE PAYMENT OF THE SERIES 2013 BONDS OR TO MAKE ANY APPROPRIATION FOR THE PAYMENT OF THE SERIES 2013 BONDS. Revenue Fund and Contract Payments All revenues arising from the operation of the System shall be collected by the County or by its agents or employees and deposited promptly into the Revenue Fund created pursuant to the Contract. The County will first pay from the Revenue Fund the reasonable and necessary costs of operating, maintaining and repairing the System, including salaries, wages, employee benefits, the payment of any contractual obligations incurred pertaining to the operation of the System, cost of materials and supplies, rentals of leased property, real and personal, insurance premiums, audit fees, any incidental expenses of the Authority and such other charges as may properly be made for the purpose of operating, maintaining and repairing the System in accordance with sound business practice, but before making provision for depreciation, interest expense and amortization. The Net Revenues remaining in the Revenue Fund after the payment of the operating expenses have been pledged by the County to the Authority as security for the payment of the Contract Payments. After there have been paid from the Revenue Fund the sums required or permitted to be paid pursuant to the preceding paragraph, on or before the last day of each month, the County will make the Basic Contract Payments applicable to the Series 2005 Bonds and the Series 2013 Bonds to the Authority by payments directly to the Sinking Fund Custodian for deposit into the Sinking Fund Account. The obligations of the County to make the Contract Payments when due are absolute and unconditional, and the County has pledged its full faith and credit to such payments. The County has covenanted that, in order to make any Contract Payments from its general funds to the extent required, it will exercise its power of taxation to the extent necessary to pay such amounts and it will make available and use for such payments all taxes levied and collected for that purpose together with funds received from any other source. The County has further covenanted 8

17 that in order to make funds available for such purpose, it will, in its general revenue, appropriation, and budgetary measures whereby its tax funds or revenues and the allocation thereof are controlled or provided for, include sums sufficient to satisfy any such Contract Payments that may be required to be made from the general funds, whether or not any other sums are included in such measure, until all payments so required to be made shall have been made in full. The obligation of the County to make any payments that may be required to be made from its general funds shall constitute a contractual obligation of the County and a pledge of the full faith and credit of the County to provide the funds required to fulfill any such obligation. See APPENDIX C for a further description of the funds and accounts established under the Bond Resolution and the Contract. Additional Bonds The Authority may issue, under certain terms and conditions as provided in the Bond Resolution, Additional Bonds, and if issued, such Additional Bonds will rank on a parity as to lien on the Contract Payments with the lien securing the payment of the Series 2005 Bonds and the Series 2013 Bonds. The County is also authorized, under certain terms and conditions as provided in the Contract, to issue revenue bonds ranking as to lien on the Net Revenues of the System on a parity with or subordinate to the lien on such Net Revenues created to secure the Contract Payments. See APPENDIX C for a further description of the conditions under which Additional Bonds may be issued. Reserve Account The Original Bond Resolution created a Reserve Account within the Sinking Fund. The Reserve Account is currently funded with a surety bond issued by Financial Security Assurance, Inc. (the Surety Bond ) for the benefit of the owners of the Series 2005 Bonds. The Surety Bond will continue to secure the Series 2005 Bonds, but it will not secure the Series 2013 Bonds. The Reserve Account will be eliminated upon the payment in full of the Series 2005 Bonds. BY PURCHASING THE SERIES 2013 BONDS, THE OWNERS OF THE SERIES 2013 BONDS WILL BE DEEMED TO HAVE RELEASED ALL RIGHTS TO THE RESERVE ACCOUNT AND CONSENTED TO THE ELIMINATION OF THE RESERVE ACCOUNT. Rate Covenant Pursuant to the Contract, the County has placed into effect a schedule of rates, fees and charges for the services, facilities and commodities furnished by the System, and shall adjust, as necessary, such schedule of rates, fees and charges in order to produce Net Revenues equal to at least one (1.0) times the Debt Service Requirement in the then current Sinking Fund Year. Enforceability of Remedies The realization of the value from the pledge of the Contract Payments upon any default in the payment of the principal of or interest on the Series 2013 Bonds will depend upon the exercise of various remedies specified under the laws of the State of Georgia. The various legal opinions to be delivered concurrently with the delivery of the Series 2013 Bonds will be qualified as to the enforceability of rights or remedies with respect to the Series 2013 Bonds by bankruptcy, insolvency, laws affecting creditors rights generally and the application of equitable principles. CONSENT TO AMENDMENTS TO BOND RESOLUTION AND CONTRACT Certain amendments are being made in the Bond Resolution and the Contract in connection with the issuance of the Series 2013 Bonds. Those amendments are described briefly below. By purchasing the Series 2013 Bonds, the owners of the Series 2013 Bonds will be deemed to have consented to the amendments. 9

18 Elimination of the Common Reserve. As described above, the Reserve Account will not secure the Series 2013 Bonds and will be eliminated upon the payment in full of the Series 2005 Bonds. Additional Bonds. The Bond Resolution and the Contract originally required that an accountant or an engineer certify that one of three debt service coverage tests were satisfied in connection with all issuances of Additional Bonds or revenue bonds secured by the Net Revenues of the System (the New Debt ). The Bond Resolution and the Contract now allow the issuance of New Debt to refund outstanding Bonds or revenue bonds (the Old Debt ) without the need to satisfy one of the three debt service coverage tests provided that the final maturity of the New Debt is not extended past the maturity of the Old Debt and the average annual debt service of the New Debt does not exceed the average annual debt service on the Old Debt. See APPENDIX C for a further description of the Bond Resolution. Estimated Sources and Uses of Funds APPLICATION OF FUNDS The estimated sources and uses of funds of the Series 2013 Bonds are summarized below: Sources: Uses: Principal Amount of Series 2013 Bonds $98,770, Plus: Sinking Fund Accruals 1,480, TOTAL $100,250, Deposit to Escrow Deposit Fund $99,422, Costs of Issuance (1) 828, TOTAL $100,250, (1) Includes underwriting discount, validation court costs, printing costs, legal fees, rating fee and other miscellaneous costs of issuance. The Refunding A portion of the proceeds of the Series 2013 Bonds, together with certain other moneys, will be deposited into an escrow fund (the Escrow Fund ) created pursuant to the Escrow Deposit Agreement, dated as of April 1, 2013 (the Escrow Agreement ), between the County and U.S. Bank National Association, as escrow agent (the Escrow Agent ) and used to refund the Refunded Bonds. The Escrow Agent will apply such moneys to the purchase of direct, non-callable United States Treasury Obligations or other obligations guaranteed by the United States Treasury (the Treasuries ). The Treasuries, together with any required cash balance, will provide sufficient money to pay when due the interest on the Refunded Bonds up to and including July 1, 2015 (the Redemption Date ) and to call the Refunded Bonds on the Redemption Date. The owners of the Series 2013 Bonds will not have a lien on or be entitled to the money or Treasuries on deposit in the Escrow Fund. Verification Grant Thornton LLP, a firm of independent public accountants, will deliver to the Authority, on or before the delivery date of the Series 2013 Bonds, its verification report indicating that it has verified, in accordance with attestation standards established by the American Institute of Certified Public Accountants, the mathematical accuracy of (a) the mathematical computations of the adequacy of the cash and the maturing principal of and interest on the Treasuries, to pay, when due, the maturing principal of, interest on and related call premium requirements of the Refunded Bonds and (b) the mathematical computations of yield. 10

19 The verification performed by Grant Thornton LLP will be solely based upon data, information and documents provided to Grant Thornton LLP by the Authority and its representatives. Grant Thornton LLP has restricted its procedures to recalculating the computations provided by the Authority and its representatives and has not evaluated or examined the assumptions or information used in the computations. [Remainder of Page Intentionally Left Blank] 11

20 Debt Service Schedule The following table sets forth the annual debt service requirements on the Conyers-Rockdale Big-Haynes Impoundment Authority Revenue Bonds, Series 1998 (the Series 1998 Bonds ), the Series 2005 Bonds and the Series 2013 Bonds assuming the defeasance of the Refunded Bonds. Except for a $20,524 note relating to the purchase of a generator (the Note ), there is no other outstanding debt relating to the System. Fiscal Year Series Series Series 2013 Bonds Ending December Bonds (1) 2005 Bonds Principal Interest Total Total 2013 $ 776, $3,479,375 $ 65,000 $ 570, $ 635, $4,890, ,027, ,737,500 1,400,000 2,566, ,966, ,730, , ,738,000 1,410,000 2,559, ,969, ,704, , ,150,000 2,549, ,699, ,671, ,036, ,520,000 2,498, ,018, ,055, , ,215,000 2,432, ,647, ,643, (2) , ,315,000 2,336, ,651, ,607, , ,425,000 2,223, ,648, ,570, , ,555,000 2,090, ,645, ,630, , ,705,000 1,941, ,646, ,589, ,890,000 1,759, ,649, ,649, ,090,000 1,562, ,652, ,652, ,305,000 1,345, ,650, ,650, ,540,000 1,111, ,651, ,651, ,790, , ,651, ,651, ,055, , ,651, ,651, ,340, , ,649, ,649, $9,612, $10,954,875 $98,770,000 $29,315, $128,085, $148,653, (1) (2) The Series 1998 Bonds are not secured by a lien on the Net Revenues. However, the County began paying the Series 1998 Bonds in 2005 from the Net Revenues. Maximum annual debt service. 12

21 THE AUTHORITY General The Authority was created as a body politic and corporate pursuant to the Rockdale County Water and Sewerage Authority Act, 1995 Georgia Laws, p et seq., as amended (the Act ). The Act provides that the Authority shall have, among other things, the powers as summarized below: 1. To construct, erect, acquire, own, repair, remodel, maintain, add to, extend, improve, equip, operate, and manage projects, as defined in the Act; the cost of any such project to be paid in whole or in part from the proceeds of revenue bonds or other funds of the Authority or from such proceeds or other funds and any grant from the United States of America or any agency or instrumentality thereof or from the State of Georgia or any agency or instrumentality thereof; 2. To make contracts and leases with respect to the furnishing of services and facilities by the Authority to municipal corporations counties and political subdivisions, as well as firms and corporations, for a term not exceeding 50 years; 3. To accept loans and grants of money or materials or property of any kind from the United States of America or any agency or instrumentality thereof, upon such terms and conditions as the United States of America or such agency or instrumentality may impose; 4. To acquire by purchase, lease, gift, condemnation, or otherwise, and to hold, maintain, lease, operate, and dispose of real and personal property of every kind and character for its corporate purposes; 5. The right, easement, and franchise of laying the necessary mains, pipes, conduits and drains for waterworks, wastewater treatment and drainage systems purposes within the rights of way of streets, roads and highways in the County or within the rights of way of streets, roads and highways in the corporate limits of any municipality incorporated in said County, without cost except that the Authority shall repair all damage done by the Authority by reason thereof; 6. To accept loans and grants of money or materials or property of any kind from the State of Georgia or any agency or instrumentality or political subdivision thereof, upon such terms and conditions as the State of Georgia or such agency or instrumentality or political subdivision may impose; 7. To borrow money for any of its corporate purposes and to execute notes or other evidence of such indebtedness and to secure the same; 8. To issue negotiable revenue bonds payable solely from funds pledged for the purpose, and to provide for the payment of the same and for the rights of the holders thereof; 9. To exercise any power usually possessed by private corporations performing similar functions, including the power to incur short-term debt and to approve, execute and deliver appropriate evidence of any such indebtedness, provided that such power is not in conflict with the Constitution and laws of the State of Georgia; and Act. 10. To do all things necessary or convenient to carry out the powers expressly given in the Under the Act, no revenue bonds issued by the Authority shall be deemed to constitute a direct debt of the County. 13

22 Authority Members The Act provides the Authority shall consist of seven (1) members appointed by the Board of Commissioners of the County. Information relating to the current members of the Authority is set forth below: Authority Members Name Principal Occupation Expiration of Term Elaine Nash, Chairperson Retired Active Community Volunteer 12/31/2014 David L. Shipp, Vice Chairperson Business Owner 12/31/2013 William Murrain, Secretary Lawyer 12/31/2016 Chip Hatcher, Treasurer Principal Engineer 12/31/2013 Craig Mims Utilities Director 12/31/2013 Darrell Thomas Real Estate Agent 12/31/2016 (1) There is one vacant seat. A member was removed from office by the Board of Commissioners of the County on February 26, A successor has not been appointed. Introduction THE SYSTEM The Revenue Bond Law authorizes the Authority and County to acquire and operate for users within and outside their territorial boundaries systems, plants, works, instrumentalities and properties (a) used or useful in connection with obtaining water supply and conserving, treating and disposing of water for public and private users and (b) used or useful in connection with collecting, treating and disposing of sewerage and wastewater. System Management The sewerage system has been operated since 2006 by ESG Operations, Inc. ( ESG ). ESG is currently managing the sewerage system pursuant to an Agreement for Operations, Maintenance and Management Services, dated as of July 29, 2011, as amended by Amendment No. 1, dated as of September 30, 2011 (the Wastewater Management Contract ). During the last five years, ESG has been paid $3,687,360, $3,765,810, $3,880,870, $3,861,876 and $3,755,651, respectively. ESG was paid $3,799,021 through October 31, The term of the Wastewater Management Contract expires on December 31, The term of the Wastewater Management Contract will be renewed for an additional one-year period ending December 31, 2014, unless the County terminates the Wastewater Management Contract no less than 90 days prior to December 31, The water system is managed by Rockdale Water Resources, a department of Rockdale County, Georgia (the Department ). Dwight S. Wicks is the current Water Resources Director. Mr. Wicks is responsible for providing operational oversight management and strategic direction for all Department divisions which include the water treatment & water distribution divisions, the wastewater treatment plant and collections divisions, and the business support divisions of Engineering and Customer Services. Mr. Wicks is a licensed water and wastewater systems operator as well as the holder of an advanced graduate degree in Business Administration from Webster University, Saint Louis, Missouri. He has been actively employed within the public and private sectors of water utility treatment and environmental support services for over 35 years with the last five years being in the employment of the County. Service Area The water system supplies water to residential, commercial, and industrial customers located within the City of Conyers, Georgia ( Conyers ), a large part of the unincorporated area of the County and a small portion of Newton County, Georgia. The sewer system serves residential, commercial and industrial customers in most of Conyers and parts of the unincorporated County. The System has no wholesale customers. The service areas are depicted on the maps that follow. 14

23 Rockdale County Water Service Area 15